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🤝 '''Warranty and indemnity insurance (W&I)''' is a transactional [[Definition:Insurance policy | insurance product]] used in mergers and acquisitions to protect the buyer — and in some cases the seller — against financial losses arising from breaches of the representations, warranties, and indemnities contained in a sale and purchase agreement (SPA). In the insurance industry, W&I coverage has grown from a niche [[Definition:Specialty insurance | specialty]] offering into a mainstream feature of private equity and corporate M&A transactions globally, with markets in the United States (where the product is typically called "representations and warranties insurance" or "rep and warranty insurance"), the United Kingdom, Continental Europe, Australia, and increasingly across Asia. The product is [[Definition:Underwriting | underwritten]] by a relatively concentrated group of specialist [[Definition:Insurer | insurers]] and [[Definition:Managing general agent (MGA) | MGAs]] — often operating through [[Definition:Lloyd's of London | Lloyd's]] syndicates or dedicated transactional risk divisions within major commercial insurers.

⚙️ A W&I policy is negotiated and bound in conjunction with the underlying M&A transaction, typically during the period between signing and closing. The [[Definition:Underwriter | underwriter]] conducts a review of the SPA, the target company's business, and the [[Definition:Due diligence | due diligence]] reports prepared by the buyer's advisers to assess the risk profile of the warranties being insured. Buy-side policies — far more common than sell-side placements — give the buyer a direct right of claim against the insurer for warranty breaches, rather than requiring the buyer to pursue the seller. This mechanism enables "clean exit" deal structures where sellers can distribute sale proceeds to investors immediately without holdbacks or [[Definition:Escrow | escrow]] arrangements. [[Definition:Premium | Premiums]] are typically quoted as a percentage of the policy limit (often called the "rate on line"), with rates varying by jurisdiction, deal complexity, industry sector, and the scope of warranties covered. [[Definition:Retention | Retentions]] (similar to a [[Definition:Deductible | deductible]]) usually apply, often structured to step down or "tip" to a minimal level after a specified period.

💡 The rapid adoption of W&I insurance has reshaped M&A deal dynamics across the globe. For [[Definition:Private equity | private equity]] funds, W&I coverage has become virtually standard in auction processes because it allows sellers to limit post-closing liability while giving buyers meaningful recourse against an A-rated insurer rather than a potentially judgment-proof or dispersed seller group. The product's growth has also created a significant specialty market for insurers: leading transactional risk teams at firms like [[Definition:AIG | AIG]], Liberty, Euclid (a Berkshire Hathaway-owned MGA), and several Lloyd's syndicates compete vigorously for placements. [[Definition:Claims | Claims]] experience has matured alongside the market, with tax-related warranty breaches, compliance issues, and financial statement inaccuracies among the most common triggers. For insurers, the challenge lies in [[Definition:Reserving | reserving]] for a long-tail product where claims can emerge years after the transaction closes, and in managing [[Definition:Aggregation risk | portfolio aggregation]] risk across multiple deals in the same industry or geography.

'''Related concepts:'''
{{Div col|colwidth=20em}}
* [[Definition:Representations and warranties insurance (RWI)]]
* [[Definition:Transactional risk insurance]]
* [[Definition:Tax liability insurance]]
* [[Definition:Due diligence]]
* [[Definition:Specialty insurance]]
* [[Definition:Lloyd's of London]]
{{Div col end}}

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

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