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🛡️ '''Warranty and indemnity (W&I)''' is a form of [[Definition:Transaction liability insurance | transaction liability insurance]] that transfers the financial risk of breaches of [[Definition:Representations and warranties | representations and warranties]] in a corporate deal from the transacting parties to an insurer. In the insurance and [[Definition:Insurtech | insurtech]] sector — where acquisitions of [[Definition:Insurance carrier | carriers]], [[Definition:Managing general agent (MGA) | MGAs]], [[Definition:Insurance broker | brokerages]], and technology platforms are frequent — W&I coverage has become a near-standard feature of deal-making, enabling cleaner exits for sellers and greater certainty for buyers by backstopping the contractual promises made about the target business.

⚙️ A W&I transaction begins when a buyer or seller engages a specialist [[Definition:Insurance broker | broker]] to approach the W&I underwriting market — concentrated among a group of insurers and [[Definition:Lloyd's syndicate | Lloyd's syndicates]] in London, along with dedicated underwriters in the U.S., Continental Europe, and Asia-Pacific. The underwriter reviews the transaction documents, the [[Definition:Due diligence | due diligence]] reports (financial, legal, tax, and — for insurance targets — actuarial), and the [[Definition:Disclosure | disclosure]] materials before quoting terms. The resulting [[Definition:W&I insurance policy | W&I insurance policy]] can be structured on the buy side, where the acquirer is insured and claims directly against the policy, or on the sell side, where the seller is insured against its own warranty exposure. Buy-side policies predominate because they simplify the claims process and allow the seller to distribute sale proceeds without holding back escrow funds.

💡 W&I insurance has reshaped the dynamics of insurance-sector [[Definition:Mergers and acquisitions (M&A) | M&A]] in several important ways. Sellers — particularly [[Definition:Private equity | private equity]] funds exiting portfolio companies — can achieve clean exits with minimal residual liability, which accelerates capital return to their own investors. Buyers gain a creditworthy counterparty (the insurer) standing behind the warranties, rather than relying on a seller's covenant that may be difficult to enforce years after closing. For insurance-specific transactions, W&I underwriters bring deep knowledge of sector risks: they scrutinize [[Definition:Reserves | reserve]] adequacy, [[Definition:Reinsurance | reinsurance]] counterparty exposure, [[Definition:Regulatory capital | regulatory capital]] buffers, and [[Definition:Claims | claims]] handling practices with a rigor that reflects the unique loss profiles of insurance targets. The maturation of this market — with growing capacity, falling pricing during soft cycles, and expanding geographic reach into Asian and Latin American deals — has made W&I one of the most consequential insurance products supporting corporate transactions globally.

'''Related concepts:'''
{{Div col|colwidth=20em}}
* [[Definition:W&I insurance policy]]
* [[Definition:Representations and warranties]]
* [[Definition:Transaction liability insurance]]
* [[Definition:Due diligence]]
* [[Definition:Private equity]]
* [[Definition:Mergers and acquisitions (M&A)]]
{{Div col end}}

Definition:Warranty and indemnity (W&I) - Revision history

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