What is a rep and warranty and insurance and how can it impact a buyer and a seller? In today’s episode, Dominic Rinaldi talks to Attorney Matt Somma, the Vice President and transactional risk broker in ABD’s M&A advisory practice. Dominic and Matt take a closer look at the ins and outs of rep and warranty insurance and how this type of insurance impacts buyers and sellers. Matt also walks us through the negotiation process for closing an insurance deal and shares the downsides and thresholds of reps and warranties.

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The Impact Of Rep Warranty Insurance To Buyers And Sellers With Matt Somma

I am lucky to be joined by Matt Somma, the Vice President and transactional risk broker in ABD’s M&A advisory practice. ABD is an employee-owned insurance brokerage headquartered in San Francisco. They specialize in M&A risk management, insurance brokerage, human resources and retirement consulting services. Matt is an attorney that has spent most of his career prior to joining ABD focused on M&A transactions. Matt and I will be discussing the ins and outs of rep and warranty insurance, and how this type of insurance impacts buyers, sellers and the negotiation process. Matt, welcome to M&A Unplugged.

Thank you very much, Domenic. I’m happy to be here.

I’m excited to have you here because this is something that we haven’t touched a lot of in our practice. I’m going to be learning along with our audience here and I’m excited. Before we get into the definition of reps and warranty insurance, how about a little background on yourself and on ABD, so the audience knows a little bit more about you and the company?

ABD is a San Francisco insurance brokerage founded in 2012. We have stable tech clients in the Bay Area. We’re about 350 employees and somewhere around $100 million in revenue in 2019. We’re growing at a very fast pace. The newest practice at ABD is the M&A advisory practice, which was founded a few years ago. I followed a fellow named Josh Warren, who was at Equity Risk Partners, which was the first insurance brokerage to focus exclusively on private equity.Josh started the practice at ABD and I followed suit. My background is that I was a big law attorney for about twelve years. I started at a California law firm called Paul Hastings, and I finished at a Virginia law firm called Hunton &Williams, where I was a counsel in the project finance and M&A group. When I practiced law, I focused exclusively on private equity sponsors who were engaged in M&A across the middle market.

I had a specialty in energy transactions and those transactions typically involved in acquisition or project financing. I left the law firm world to start underwriting reps and warranties insurance a few years ago right when reps and warranties insurance was becoming a very game-changer product in the M&A space. I started underwriting at The Hartford and then switched to what’s called a managing general underwriter called Blue Chip. I underwrote reps and warranties transactions for about three years before joining ABD on the brokerage side. On the underwriting side, you’re taking the risk and on the brokerage side, you are placing the risk. ABD doesn’t bear any risk, but we look for insurers who will take on the risks of reps and warranties transactions.

Having been on the underwriting side, you know this product inside and out. That, coupled with your law degree and your law experience, gives you tremendous leverage I would imagine to bring this to market. I’m excited to get into this topic with you. What is rep and warranty insurance? How long has it been around? How did it come about? Give us the history of it.

It’s a great product. You can think of it mostly as an escrow replacement product. I started practicing law in 2003. When we did M&A deals in 2003, you used an escrow account. This was fundamental to every transaction.You would place 10%, 15%, 20% of the transaction value in an escrow account. The buyer would give seller 90% of the proceeds of the purchase price and the remaining 10% would go in an escrow account. That 10% would sit there for 1, 1.5 or 2 years. That money sat there with a bank and the buyer would be able to make a claim against the money if there was a breach of the purchase agreement. This was the way deals were done for a long time.Escrow accounts worked okay. Attorneys spent a lot of time negotiating indemnification terms and purchase agreements, how the escrow was going to work and how claims were going to be made.

It was a process that was okay, but it was never totally efficient. In the European market in probably the early 2000s, reps and warranties insurance were born. Insurers, being the smart people that they are, always looking for opportunities and realized that the escrow product was an inefficient way to run a deal. The reason for that was the time value of money. The money was sitting in an escrow account waiting for people to make claims, then eventually litigate or not. Insurers came up with a product that replaced the process. They said, “Give a seller most of its money now or all of it, and place the rest of the risk with us. We’ll underwrite this transaction and get comfortable with the risk, and you, the seller can walk away and the buyer can insure over the risk. We’ll bear that risk.”The product has been around, but it never took off in the United States for a lot of reasons. Mostly because of the way deals were done and the way law firms worked.

Probably around 2010, you started to hear whispers of this product. I never used it on a deal and it was infrequent. The real year for this product is 2013, 2014. It became a major piece of M&A transactions in the US middle market. It took off. The reason for that is private equitygot wind of it and private equity knew that this was a much more efficient way to, first of all, win a deal. Because in a competitive market, a private equity fund making a bid with a full release of purchase price proceeds to a seller, that bid was going to be way more competitive than an alternative bid that required an escrow. That’s the main reason why the product started to be used was a great way to win deals for private equity.

That’s a tremendous history. I appreciate you giving us the background on that. It comes at a cost to the buyer. What’s the incentive to the buyer to do this when it is going to cost them something, whereas before they could retain, put that 10% aside and it didn’t cost them anything to do that other than the negotiation of an escrow agreement. I get that it makes them more competitive in the marketplace against other buyers, but it does come at a cost, right?

It does. The cost has come way down and that’s part of our history in the reps and warranties market. One of the issues for the product not being adopted quickly in the United States was people said, “It’s too expensive for what I’m getting.” Insurers got wise to that.The price is adjusted, and the price came way down over the last few years as more insures entered the market. The real reason though buyers still love the product is the competitive advantage in winning a deal. It’s the terms that are in a reps and warranties policy, as well as the idea that if there is a claim, the buyer isn’t making a claim against, for instance, a management team that’s rolled over.

All claims run through an independent third party being the insurer. A buyer who’s making a claim against a management role over the team or under the purchase agreement no longer has to go through that awkward process of litigating against the people that that buyer is now working with. The process has been separated out to an insurance company and the end of the terms are favorable. The reps and warranties insurance policies are pretty clear.Insurers did have a good history of paying legitimate claims on time. Buyers have been satisfied with the process and are willing to pay and often the costs are split between buyers and sellers.

Underwriters in the reps and warranties market require reps that are within market. Click To Tweet

There’s a real benefit to a seller. Potentially, they’re walking away with 100% of the proceeds, assuming there’s not an earn-out or some other things. There’s a real advantage to them and I could definitely see from a buyer’s perspective, the advantage being that they’re more competitive in the marketplace.They don’t have to litigate if there’s a problem against the former manager, owner or the current management. It makes for a cleaner process. How does that play out in negotiating the reps and warranties in the actual asset or stock purchase agreements? Is there a heightened negotiation around reps and warranties or is there less concern about reps and warranties?Is it easier to get through that process?

I would say that purchase agreement negotiations have stayed stable. Perhaps they’ve sped up a little. Maybe that’s the right way to frame it. The reps and warranties themselves have pretty much stayed similar to the way they’ve been for the last couple of years. Underwriters in the reps and warranties market require reps that are within the market. Almost all underwriters in the reps and warranties market are former M&A attorney, so they know the terms of purchase agreements very well.

Occasionally, a buyer will request reps from a seller that are broader than would normally be seen in the US middle market. An underwriter who’s ensuring that deal will sometimes push back against reps that are too far beyond what could be insured. An example of this would be a rep where a seller would make a representation and qualify that representation by knowledge. If buyer request a rep like that to have their knowledge qualification removed and it makes it too broad of a rep for an underwriter to cover, an underwriter will ask that knowledge offer to be inserted again. There’s a governor on the process in that the underwriters know the markets so well.

You’ve almost invited a third party into the negotiation around these reps and warranties. If they’re too light, they’re going to come in and push that the buyer tightens them up. If they’re too loose, the other way around.

The underwriters know and the brokers now that this product has to move as fast as the deals. Anybody who tries to insert themselves in the purchase agreement two days before closing, you better have a really good reason for entering into a document. I would say that the underwriter and broker touch on a purchase agreement has to be light and so we encourage people to show us drafts early and often so that we can be running with the deal and not and not the day before closing saying there are reps here that can’t be covered. These underwriters move fast.

Let’s talk about the process a little bit. When do you typically get involved in the process? How long does it take for you to figure out where to place it and how long does underwriting take? What’s involved in underwriting? Step us through what a typical process looks like. I’m assuming that probably 90%, 95% of the time it’s the buyer that’s coming to you. Rarely, I would imagine the seller is coming to you for this, correct?

You’re right. This is a by-side product.

If you could bring us through the process.

I’d say the process I love to see is around two weeks prior to signing or closing, get in touch with the broker. The broker at that point needs to do a few things. First of all, they need to get a handle on your deal, understand the deal terms the industry that you’re in any specific items that are heavily negotiated or that are hard for an underwriter to cover. The broker will then look over your purchase agreement and they should be letting you know as early as possible, whether or not that purchase agreement can find coverage in the market. Most of the time, the answer is yes.

The broker should also be looking at the fundamental documents in the deal that an underwriter will need to see. Those are the financial statements and some offering materials or information about the company. The broker then passes that information along to underwriters who have shown an interest in that type of industry or with this particular type of client. There are about twenty underwriters in this market. Some are traditional carriers.Some are what we call managing general underwriters. The broker is sending this disinformation out to usually not all twenty, but a number of markets.

The markets then respond back to that broker within a few days with their interest level on a deal. It’s called the non-binding indication letter. The underwriters will have done some research on the company, looked at financial statements, the offering memo, the industry, the purchase agreement and then present an indication back to the broker of whether or not they’re willing to insure the deal and on what terms. It’s important to remember that the insurance is being placed around that purchase agreement. Sometimes people ask me, “Are they insuring the whole company?” What we’re doing here is we’re insuring over breaches in the purchase agreement. That’s the document that the underwriter will be laser-focused on.

Once the bids are back in with the broker, the broker will report back into the client and walk through the bids. Which takes around a day or two to go through things and get it sorted out and then an underwriter will be selected. Once that underwriter is selected, the buyer will be asked to pay an underwriting fee, which is nonrefundable. That’s paid to the underwriter and usually passed through to the underwriter’s law firm who’s also going to be doing diligence on the deal.

 

The underwriter then gets access to the electronic data room and the underwriter will request that the buyer provides copies of its diligence reports so that the underwriter can look through what the buyer has done. Those diligence reports include a legal due diligence report, a tax due diligence report, an accounting due diligence report.If the target is not audited, usually most underwriters will require a by-side quality of earnings report. There are exceptions to every deal, but most of the times, those are the documents people should think about in order to get the process started.

Once the underwriter has those things, it only takes a few days for the underwriter to zip through them with their counsel.Then the underwriter will hold an underwriting call with the buyer where they’ll ask a series of questions about the diligence that the buyer has done. At the end of the call, the underwriter will send a few follow up questions, and the buyer and the underwriter will negotiate a policy. All of that sounds like a lot, but the process is well-refined by this point. Most insurers are providing policies at this point that are well-established within the market.

This is another reason why how this product has grown, the policies have become more efficient, the insurers know what brokers are looking for. The process is fast at this point that the buyer can get this done. I’ve seen this done in 48 hours, but I would never recommend people do that. It’s a terrible way to get a deal done. A good rule of thumb for people to keep in mind is two weeks is totally reasonable and it gives people plenty of time. A week is okay and once you get under a week, it gets hard. These underwriters are very hard-working people. They’re very smart. They’re all former lawyers. They know how to get a deal done quickly. I’ve never seen the underwriting process hold up the deal. It doesn’t. Everyone knows that this product relies on speed and efficiency.

It’s impressive because running an M&A firm and doing as many deals as we do, we run these data rooms and I see how many documents go into these data rooms. I’m surprised it’s only two weeks because we could have thousands and thousands of documents that go into a data room. To sift through that, plus all the other stuff that is coming out of the underwriters, that’s impressive.

Remember, the underwriter is in your data room and they’re looking at the documents, but they are not diving in. I tell people this is not like lender due diligence on an acquisition financing where a lender is breathing down your neck in order to understand the diligence.This is a major part of the underwriting process. The underwriter looks for buyers who do excellent diligence and provide great reports. This is how we’ve gotten to this point where people can be as speedy as they are. An underwriter is going into the data room and checking an overall view of the data room and then asking their counsel, dive in if you see litigation in the data room. It’s not like every page of the corporate file of the data room with all the corporate formation documents. Everything is being looked at, but it’s being looked at a much faster pace than you would have.

What does a typical policy look like? What’s involved in that policy? What are the typical terms and condition? I’m sure that terms and conditions can vary greatly based on the industry and type of deal but just at a high level, what are the basic things that are involved in a policy like this?

The policy is different than a typical insurance policy. This looks more like a contract that corporate lawyers and deal professionals would recognize. It’s set up that way to work with real people so that they can work with it and negotiate around it. It includes, first of all, who the insured is. That’s usually the buyer. It includes what’s being insured, and those are the representations and warranties provided in the purchase agreement. The insurance policy will not include covenants. That’s a common question, “Can I get these covenants insured?”The answer is almost always, no. Covenants are not part of what this product does. This product is strictly on what you’re telling me about the company and not what’s going to happen in the future.

The policy includes the price and the policy includes exclusions. Those are items that an underwriter will raise during the underwriting process. Hopefully beforehand, if they can in the indication letter stage. Those are items which are essentially known issues that a buyer is walking into a deal and saying, for instance, “I know there’s a litigation between party A and party B.”The underwriter sees that and known issues such as litigation wouldn’t be covered. That would be clearly outlined in the policy. This policy is covering unknown issues.

People say to me a lot, “Is my policy going to cover fraud? What if the seller lies to me?”That’s precisely what the policy is protecting you against.If a seller knowingly provides misinformation to a buyer, and the buyer makes a claim on the policy, that’s a legitimate claim. What happens is in that instance, and this is also a piece of that policy, is that insurer retains a right, in the instance of fraud, to subrogate against that seller. The insurer is still protected and the buyer is still protected. It’s the only real-time in a deal that uses reps and warranties insurance where a seller remains on the hook for anything. This is a clean walkaway product.

Is the seller a party to this agreement?

No, they’re not, but the insured does retain a subrogation right against the seller.

Are there things in these policies about carve-outs?Are there are their deductibles in these policies?

Fundamental reps and tax reps are provided for about six years in the policy. Click To Tweet

There’s a retention. We call it a retention in the insurance world and that is the amount the insurer will require someone to bear the first 1% of the risk. The retentions have come down in the last few years. Retentions used to be around 2% and they’re now down at around 1%. The retention will be in place for about a year, at which point it will drop down to around 0.5%.

How exactly does the retention work? Maybe you can give us an actual example of what’s a policy amount and then how does the retention kick in if there’s a claim? Is it a one time or is it per incident? How does that work?

It’s a retention that kicks in immediately. The claims are made against it and they aggregate over time. Let’s talk about a $100 million deal with a $10 million policy. There will be a 1% retention, so that’s $1 million. The first $1 million is on the buyer. First, the buyer bears the risk or the seller of the first $1 million of claims.

Depending on how they negotiated this in the APA or SBA, correct?

Yes, but the insurer will also require retention in the policy.

Whether or not the buyer or the seller bears it was a negotiation in the definitive agreements between the buyer and seller.

Somebody is going to bear that. The insurer won’t walk in. This is an insurance generally, how insurers price risks. This is an old concept from insurance that we continue on with reps and warranties. It’s also a way to keep people honest. Insurers want to make sure that claims being brought are legitimate. The little stuff they asked you to take care of first and then once you hit a certain point, you’re able to make claims that the policy. All the claims are counted, so for even the little claims that are made, $50,000 or whatever, that’s all counted in towards your retention. Once you reach the threshold, you’re able to make claims.

It’s like a tipping basket in some regards. How long are these policies usually enforced for?

The policies are usually enforced for depending on the rep. There are six-year policies. Fundamental reps and tax reps are provided for about six years in the policy. The typical reps, general reps, that coverage goes out for years. It’s an advantage of the policy. You remember the old way of doing deals where you maybe got general rep coverage for a year or two.

I was immediately thinking,“For a buyer, this is tremendous.” They’ve bought themselves 4 or 5 years of additional coverage.

Especially on tax and fundamental reps, going out six years, it’s nice. Especially for private equity, if they’re flipping a target 4 or 5 years in, they can flip that target with existing rep and warranty coverage still in place.

This is transferable?

 

Absolutely.

That’s tremendous. No additional fee for that? That’s automatic in their policy?

It happens and no additional fee.

Is that a one-time premium or are there annual fees for this? Is it, you pay one time and you’re done?

It’s a one-time premium paid at closing or within 30 days after closing and you’re done.

That initial fee that you have to pay to start the underwriting process, does that go against the policy fee or is that in addition to?

That’s in addition to.

Is there a downside to this? This seems like a tremendous product. In addition to that, what are the thresholds? What size does this type of insurance start to make sense?

The market has adjusted over the last few years. Insurers, as of a few years ago, wouldn’t look at deals below $30 million. Today, policies are getting done on $20 million deals. I’ve seen $15 million policies be written. Some area $50 million deal size with a policy of, let’s say $2 million or $3 million. That’s the threshold to think about it. It’s past that level of $15 million it gets inefficient for people because the underwriting fee never changes.

The pricing must have changed quite a bit to come down that far in the marketplace to$15 million or $20 million deals. These insurers are getting competitive and there are about twenty of them in the country.

There are about twenty and they’re competing heavily for lower-middle market deals. That’s where most deals are occurring these days. These lower middle market deals are all over the place.

Add-ons to portfolios, we see it every day. That part of the marketplace is just exploding. Because of your legal experience and having been involved in that part of it, what is the negotiation like between a buyer and a seller when a buyer decides they’re going to do this? How does that unfold between the buyer and the seller?

Buyers should always feel good that the insurer will be there for them. Click To Tweet

These days, what I see a lot is sellers requesting this in a term sheet. Sellers’ law firms are saying right out of the gates, in bid letters, term sheets, LOIs,“Buyer is going to need rep and warranty insurance. This will be a clean walkway.”The negotiation starts there. That’s where we are in the market now where sell-side attorneys should be bringing it up with their clients. It’s good practice to do that, at least to make a term sheet. Sellers Law Firms really should. I’m not providing legal advice, but that would be my suggestion to most attorneys these days is try at the LOI stage to insert this.It will give your client a clean walk. It will also set up the negotiation right away for whether or not you’re going to use the product.

Once it’s agreed, the purchase agreement language on how to insert this is fairly easy. There are a few provisions that needs to be inserted. In some cases, you see the indemnity section completely stripped out of purchase agreements because a seller will say, “There is no remedy against me and the only remedy you have isin the reps and warranties policy.”Other times, there will be indemnity section saved and purchase agreements for special examinees. Maybe there’s also an escrow in addition to the reps and warranties policy or there’s a working capital escrow. Lawyers have got efficient with knowing how, when and where to insert the provisions that you need to use a policy.

If you’re a seller, you shouldn’t look at this as a way to cover your tracks for fraud or misrepresentations because you’re still going to be liable if you committed fraud or you had a misrepresentation. It may be the insurance company that’s coming after you and not the buyer but somebody’s going to come after you.

To be clear, there will be no subrogation right against the seller unless there’s a fraud. A simple mistake in a representation like, “I didn’t know that was there,”that’s not something that an insurer can subrogate against the seller for. It’s knowing that there’s an issue with an intent to deceive the buyer, that’s the definition of fraud. That’s what sellers should think about. Otherwise, a simple mistake in a purchase agreement negotiation, where the selling party didn’t even have the information that there was a lawsuit or employee issue, that’s not going to be an issue that that insurance subrogate against you.

This is a tremendous tool to have available to you if you’re a buyer and you’re out in the marketplace and you want to separate yourself from all the other buyers.It is such an active marketplace right now. It’s crazy. For decent deals out there, it’s not uncommon to have many bids and as a buyer, you can separate yourself. Are there things that we didn’t cover about this product that would be important for the M&A Unplugged community to know?

It’s great to think about where the product is going. What we’re seeing is lots of interest from insurers who want to be in this market. I talked a little bit about the difference between carriers and managing general underwriters and that’s an important distinction for buyers to think about as they look around for coverage. Traditional carriers are firms like AIG, Chubb, Hartford and names you think about in the insurance space as you watch a football game on a Saturday. There’s a new element to this market, which is called managing general underwriters. These are underwriters that are also writing on A-rated paper. Everybody writes on a rated paper.

Buyers should always feel good that the insurer will be there for them. I’ve never seen this where an insurer has backed out or gone away. It hasn’t happened. The papers are A-rated and managing general underwriters are writing for syndicates, such as Lloyd’s of London. By being a little newer to the market and a little more aggressive on terms, they’ve been able to change the market a little bit. Force the market to do more creative things that are beneficial to buyers. Coverage has expanded a little bit since the introduction of managing general underwriters.

I would imagine in someone like you with your experience, both on the legal side and now in underwriting, and now offering this, you can swade through that for buyers. You can bring them to the proper solution based on all of your connections, correct?

Absolutely. That’s probably what I’d like to think I have is knowing the underwriters, the markets, who’s able to cover what, who’s interested in what kind of deals.These are things you learn at lunches in New York City. Most of the underwriters are here in New York and things you learn about as you make your way around.

I could see the value that you bring to these, especially when you’re talking about a process that has to move quickly. You can’t have delays and you know which firms are doing deals in what industries and you can help cut to the chase here.

That’s exactly the value that we like to add as well as we also do, as part of a rep steal. I’m going to toot my own horn.We do an incredible job on the diligence that an underwriter will expect to see. Underwriting this product relies heavily on what insurance exists at the target company. An underwriter needs to know that a target company has good insurance coverage in the first place before it will place this insurance and most targets have that, but the people who provide that diligence are the people that ABD.We’ll do that for clients as part of the reps and warranties broking will also provide diligence to the buyer, that they can present to an underwriter on the underwriting call.

That’s a tremendous service.

 

We do a great job with it.Often, we can point out things to the buyer that they didn’t know about and improve the underlying insurance portfolio. We can work through issues that would normally be exclusions. We can hopefully provide increased coverage because there was a pending exclusion because there was an uncovered issue. We can often seek a solution in the market during the underwriting process all in the background. This doesn’t hold up the deal at all, and then present it back to an underwriter and hopefully get them comfortable with an increased insurance solution that covers whatever risk they were seeing in the deal that they may have been unwilling to cover in the first place.

I’ve learned so much. This has been tremendous. I see the value in what ABD is providing. This reps and warranty insurance, especially knowing that it’s come down market so much, can be a game-changer. If people in the M&A Unplugged audience wanted to get in touch with you and learn more about this, how could they reach you?

The best way to reach me is by my ABD email, [email protected]. You can also find me on LinkedIn, under Matt Soma at ABD.

I’m fascinated by this product.I’d love to invite you back maybe at a future time. Maybe we could do the anatomy of a deal. You could break down an actual deal for us that you got involved in and how it went and maybe some of the issues that had to be overcome. It would be great to do one of these with a deal. I understand confidentiality needs to be held, but then we could talk about the deal in the abstract of people can get a flavor for how this process works.

That would be my pleasure.There are lots of examples.

Thank you so much for coming.

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Some great information from Matt Somma. If you’re a buyer in the audience and you’re looking at lower-middle market deals, and you want to be competitive, give Matt a call. This seems like a great product. If you’re a potential seller in the audience, and you want to walk away with the lion’s share or all of your proceeds, talk to your council about getting this into the term sheet.Also, to your M&A intermediary about getting this into the term sheet so that you can walk away with the lion’s share of your proceeds.Assuming that there’s not an earn-out or some other things, a seller note obviously, but walking away with the cash portion and not having to deal with an escrow.

If you would like to learn more about the process of acquiring or selling a business, please visit our website at SunAcquisitions.com or feel free to reach out to me at [email protected]. I look forward to seeing you again on the next episode of the M&A Unplugged podcast. Until then, please remember that scaling, acquiring or selling a business takes time, preparation and proper knowledge.

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Thank you for joining us on M&A Unplugged. If you enjoyed the show, please subscribe, rate and recommend it wherever you get your podcasts. If you want more great information on how to scale, acquire or sell a business, please visit our website at SunAcquisitions.com.

Important Links:

• ABD
• Matt Soma at ABD – LinkedIn
• [email protected]
• [email protected]

About Matt Soma

Matt is a Vice President and Transactional Risk Broker in ABD’s M&A Advisory Practice. His responsibilities include leadership, placement, and claims handling of Transactional Risk products such as Reps and Warranties and Tax Liability. ABD is an employee owned insurance brokerage founded in 2012 in San Francisco, California.

Since its founding, ABD has grown to become one of the top 50 largest insurance brokerages in the United States. ABD provides M&A risk management, insurance brokerage, human resources and retirement consulting services across industries.

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