M&A deals don’t just end after the acquisition. In fact, inherent to it are post-closing risks that buyers and sellers will have to face. Are there stones left unturned during the due diligence process? What monetary holdback and liability will arise? Domenic Rinaldi’s guest for this episode, Patrick Stroth, has been the go-to person for many buyers and sellers looking for their way out of these risks. As the founder of Rubicon Insurance Services, LLC, he has been a pioneer in applying what is called rep and warranty insurance (RWI) to lower middle-market M&A transactions so that all parties can achieve a clean transition. Together with Domenic, he explains to us what this insurance is all about, what are involved with it, how the underwriting process goes, how much will be spent, and how to introduce this concept to potential deal negotiations. Follow along to this conversation to find the peace of mind you need post-closing.

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Listen to the podcast here:

Patrick Stroth: Mitigating Post-Closing Risks Through The Rep And Warranty Insurance

Inherent in every M&A deal is the post-closing risks that both a buyer and seller assume. For buyers, they are assuming the risks that not everything was uncovered during due diligence, and something material could pop up post-closing and destroy the return on investment. For a seller, there’s some type of monetary holdback or liability should something arise post-closing that will significantly erode their cash proceeds from the sale. However, for certain deals, there is an insurance product that will shift most of the risk from the buyer and the sellers to a policy that will pay out should a claim be made. This type of insurance is referred to as rep and warranty insurance.

My guest, Patrick Stroth of Rubicon Insurance, has been helping buyers and sellers navigate this type of insurance so they can have peace of mind post-closing. Patrick is the Founder of Rubicon Insurance and a pioneer in applying rep and warranty insurance to lower middle-market M&A transactions so that all parties can achieve a clean transition. In this episode, we will be covering reasons why this type of insurance is important to both buyers and sellers. What’s involved in securing this type of insurance? What does the underwriting process entail? What are the costs associated with these types of policies? How and when do we introduce this concept into a potential deal negotiation.

Patrick is an expert in this area and has helped facilitate numerous M&A deals using this unique product. I hope you enjoy this episode. Before we get there, if you want to avoid the common deal pitfalls and the risk of losing substantial dollars, you need to know how ready you are to buy a business. Because proper preparation is critical to your deal success, we have published a catalog of free resources to help you be better prepared. You can access these resources on our website at K2Adviser.com. Being prepared is critical to ensuring that you maximize returns and minimize risks. Thank you for being here. I hope you enjoy this episode.

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Patrick, welcome to the show.

Dom, thanks for having me here. It’s great to be here.

 

As a fellow podcaster, I’m happy to have you on the show. I’m happy to dive into our topic. What you’re doing is such a tremendous service for both buyers and sellers. Before we dive into the topic, let’s talk a little bit about your background. You provide insurance products. Have you always provided insurance products for mergers and acquisitions? How did you get into this?

A lot of us in insurance weren’t born to dream about insurance as a career. It starts as something you did right out of school. Give it a year or two to see where you are. You blink and you’ve been in the business for ten years. It has that hold on a lot of us. I’ve been a directors and officers liability broker for well over 25 years. I came into mergers and acquisitions by accident. What happened was one of my clients had several companies. He bundled them together and he was selling them to a healthcare conglomerate.

As part of the deal, I had asked him over a $50 million deal. As we’re beginning the D&L and we had the policies ready for the transition to the change in ownership, I asked him, “What are you going to do with the money?” He said, “I’m going back to the old country, which is Israel.” My wife would have preferred me going to Maui but that’s where he was going. When the buyer found out that he was leaving the country, they changed the terms of the deal and they set up to withhold more than half the funds for three years. They weren’t being adversarial. They told my client, “It’s nothing personal. If you leave the country and one of your reps is breached and we suffer a financial loss, we can’t track you down once you’re overseas. I’m sorry. We have to do this.”

The client comes back to me and he says, “Patrick, there’s got to be a way we can ensure this deal.” I said, “I heard about a product, it is out there but it’s prohibitively expensive.” He said, “Price is no object, Patrick. Go get it.” The problem in insurance for a lot of us, a client will say the price is no object when you give them the price. It was a huge object. This was 2014, early 2015. To my surprise, this insurance product reps and warranty insurance, instead of being a seven-figure premium, it was a third of the cost that I thought it was going to be. It was such an elegant solution for less than $500,000. My client was able to exit with $25 million more cash than otherwise because of that product. They were going to hold back $25 million. We were a $25 million policy.

That was the epiphany for me to say, “I want to get in where we can add value to these deals without having a claim out there.” What’s been nice is I got to say that mergers and acquisitions is the most exciting event in business. Some will argue that IPO is exciting. Mergers and acquisitions have the potential to change lives and in some cases, generational change. To be part of that and to help that happen faster, cheaper, happier, who wouldn’t want to do that? That’s why in my firm, while we’re still a big directors and officers liability shop, mergers and acquisitions is our passion. That’s where we focus our energy ever since 2015.

A lot of us in insurance weren't born to dream about insurance as a career. Click To Tweet

Your podcast as well, which focuses on mergers and acquisitions. We’re going to come back to that later on. For our audience, if you could define and describe reps and warranty insurance. Why is it good for both the buyers and the sellers? Let’s start with the construct of what is it? Where is it used? Why is it beneficial?

The reps and warranty is named after the section within the purchase and sale agreement, which are the disclosures the seller makes to the buyer. They’re called the representations and warranties. They are detailing financial information that the seller has the authority to sell his or her shares to the buyer. It’s similar to a home inspection if you’re going to sell your house in a real estate transaction, the condition of the roof, plumbing and the electrical. It’s the same thing with this business. We have this many employees. We have no lawsuits or other litigation that we’re aware of. All those types of things.

You filed your taxes and the financial are true and accurate.

All those types of things. When that’s put out there, it is up to the buyer to not take the seller’s word for it. They have to perform due diligence and double-check all that information out there. At the end of their vetting, they’re going to say, “We agree with this. We’re going to go ahead and move forward based on the purchase price that we had set up.” They may make adjustments if they find out a couple of things that aren’t accurate in diligence.

There’s a position in the agreement called the indemnification clause, which means if the buyer missed anything, the seller is personally financially liable to the buyer for any losses the buyer may incur as a breach of those reps. That can happen up to years post-closing. That creates a great amount of tension because, on the buy side, they’re like, “We don’t want to be stuck with a lemon.” On the sell side, “I don’t want to be on the hook for losses that are out of my control indefinitely. We’ve got to control this.” The insurance industry came along and said, “We’ll look at those disclosures. We’re going to underwrite based on how much diligence and how thorough the diligence is on the buyer side. Buyer, if you perform diligence, we’ll take those for a couple of bucks.”

That indemnity obligation that is cumbersome on the seller is transferred away from the deal parties to an insurance company. The buyer benefits because they have certainty that if something does explode and they suffer a loss, they can collect and they don’t have to litigate against the seller. First of all, the insurance policy takes up most of what would have been held back as an escrow. It replaces a majority of the escrow. The seller gets more cash at closing. Better than that, they have peace of mind because whatever money they get, they get to keep. If there is a breach, there’s not going to be a clawback from the buyer after, and the insurance company will take care of it. It has the ability to benefit both sides tremendously.

Patrick, I know the insurance has gotten more and more cost-effective as the years have gone on. What size of deals should people start considering reps and warranties insurance? What terms should trigger that as well?

When you’ve got a deal, traditionally, this was reserved for $50 million to $75 million deals, fully audited financials. There is quite a bit of rule there for eligibility. You could look at rep and warranty insurance for a deal as low as $10 million transaction value. This is available for add-ons for a lot of companies. We’re seeing more of the wavelength. $15 million to $20 million is probably the real sweet spot where we’re seeing more and more transactions. What you want to look for is if you’ve got a company where you’ve got a third-party quality of earnings or some financial report like that, that’s had some legal diligence out there. Those become eligible.

The price point on these policies, the minimum cost is about $200,000. You have to remember that the insurance pricing is based not on the size of the deal but on how much insurance is being purchased. The smallest policies are maybe $2 million, $3 million limit policies. That’s already taking up a good percentage of a $10 million deal. You can go there. A lot of times, market deals will look to be insured for whatever the indemnification limit is, which is maybe 10% of the deal value. We would put a policy in there. Usually, in a lot of policies, the minimum price applies to a $5 million limit policy. Even though you may not need $5 million, it’s no difference between $4 million and $5 million so you go with $5 million.

Let’s put a $15 million or $20 million deal in the context for a buyer and a seller. In a traditional deal, for certain reps and warranties, the seller could be on the hook for up to the entire purchase price depending on what the rep and warranty is. It could be somewhere around 20% or 30%. There could be an escrow involved that’s got %20 or 30% of the purchase price being withheld. Maybe not all of it but most of it goes away if you can effectively deploy reps and warranty insurance.

It’s tough when you’re talking numbers without slides or anything. I’m more of a visual guy myself. Let’s put it in context. Let’s say we’ve got a $20 million deal and they’re going to have a $4 million indemnification cap, that’s 20%. They want to keep half of that $2 million in escrow. You got $2 million cash on hand that the seller can use to mitigate a loss. That’s why they usually have the escrow there. Let’s say, the seller gets $18 million at closing and they got to wait for their $2 million to get out there. Worst case scenario, they lose the $2 million in escrow and they might get another $2 million clawbacks. That’s without insurance.

For about $200,000, you can get a $4 million rep and warranty policy. The whole indemnity cap is covered. That policy will come probably with a $250,000 deductible. They’re never a $0. It will be a $250,000 deductible. Rather than having $2 million tied up in escrow, you only have to have $250,000 in escrow. The rest goes to the seller. If my math is right, the seller exits with $19,750,000 as opposed to $18 million. Not only that, they don’t have to worry about a clawback. They get to keep all that money.

 

This is a common question, who pays for this? The policy is in the name of the buyer because if there’s a breach, the buyer goes ahead and gets the recovery. A lot of times, the buyer and the seller split the cost of the policy. Even though the buyer is the policyholder, the seller benefits too so the parties often split. When you think about a seller, for $100,000 or $200,000, you want to exit with $1.75 million more cash and not have that weight on you. It’s great.

There’s a point I do want to make about this between buyers and sellers. Buyers are experienced in M&A. They’ve done these over and over again and sellers aren’t. You can’t take the human element out of mergers and acquisitions. If you’re familiar with an M&A process, the diligence, the indemnification and all that stuff, that’s familiar territory, and it can get scary for your counterparty who’s not used to this. They tend to take a lot of these things personally. When we get to these processes, if a buyer can go ahead and offer to the seller, “We can take away this indemnity obligation. We can take away all this risk for you. Why don’t we split the cost?” Are you willing to pay the cost?

In our personal experience, 99 times out of 100, the seller will pay for all the costs. What’s the tragedy out there is that you have strategic buyers that are 1,000 times larger than their target. The strategic partner said, “We don’t want to deal with that. We’re not getting insurance. We’re going to have the escrow.” That’s almost borderline bad faith because if a seller is willing to cover this, then rep and warranty is no cost to the buyer. If there is a breach, the buyer goes to an insurance company. They don’t have to claw it back from their counterparty. It gets difficult if you buy a company and you’re bringing it to Silicon Valley. A lot of these are acqui-hires. You’re just bringing the team over, and that gets a bit uncomfortable having those conversations.

What sorts of things are not covered on reps and warranties insurance? What will the insurance companies exclude from a policy?

What’s great about rep and warranty is that it’s a finite product that’s well defined before anything happens. You have peace of mind knowing what’s covered and what’s not covered. Traditionally, first of all, it is a routine for all rep and warranty policies, although they have gotten a lot broader. If there’s anything that you know about, the deal parties know about it. In some circumstances, potential litigation, some complaints or whatever, none of that got to be insurable. If there’s anything that gets turned up during due diligence, everybody knows about it. That’s not insurable.

There are unique elements such as if there is a loss, the buyer could benefit from a tax break. They have suffered a loss and they get a tax break. They exclude tax breaks or any other financial benefits that come as a result of a claim, which is a little nuanced. For California domiciled risks, issues like wage and hour or unpaid overtime, that’s specifically excluded. Outside of those areas, the policy will provide coverage on the other reps. What happens is the issue is making sure that there are other underlying policies in place that are better suited. An example would be technology companies having a cyber liability policy. If you’ve got a big property portfolio, you should have an environmental liability policy.

Those are better first step coverages and that’s why the rep and warranty policy doesn’t want to be over there because they’re more appropriate policies. If those policies are in place such as medical malpractice, we do a lot of healthcare M&A. If there’s a medical malpractice policy in place, the rep and warranty policy can sit on top of that policy up to the limit should that be an issue. It is a real elegant policy to step in there. It’s finite so there are no disagreements. One of the things a lot of people ask about is earnout or any future payments. Those are not subject to insurance. They’re like covenants, things that are within the party’s control are not covered. Outside of that, if it’s not specifically excluded and it’s a rep in there, it is covered.

Mergers and acquisitions have the potential to change lives and, in some cases, generational change. Click To Tweet

In the case where there might be a primary insurance policy like malpractice, and reps and warranties insurance sits on top of it. Does the cost of the rep and warranty insurance go down because there’s a preceding policy?

It doesn’t. Here’s one other great thing about reps and warranties policies. The cost is based on how much insurance you buy. This is fairly universal. The cost runs between at a low of 2% to a high of 4% of whatever your policy limit. If you want a $10 million policy, it can be as low as $200,000 or as high as $400,000 depending on how complex the deal is and the industry that is involved. If it’s a heavily regulated industry like energy or healthcare, it’s got to be on the higher end. If it’s straightforward manufacturing, let’s say, it will be on the low end, 2% is low. It hasn’t been 2% for a while. I’ll say, 2.2%, 2.3% to maybe 3%. The market softened up so there’s only about 3%. It hasn’t gone up 3% yet.

What’s the process that the parties have to go through to secure reps and warranties insurance? When do you suggest that parties engage in that effort? Assuming that the deal is under LOI, when should they consider engaging? What’s involved to secure a policy?

The best time to introduce rep and warranty as a concept is in the LOI itself because you could always take it out. In the indemnification clause of the LOI, you could say, “We’re going to have whatever amount of indemnity and we will address it by having rep and warranty insurance.” At least it’s built-in so you don’t have to introduce that concept later on. Rep and warranty has become prevalent within private equity that it’s added in all the time. For other lower middle-market deals, it’s something that wasn’t an option before. Put it in the LOI.

It’s tremendous advice because not that you want the LOI to be the catch-all because it’s impossible but the more you can define in the LOI, the smoother the deal, the faster the deal. It makes a lot of sense.

It is always harder to wait for there to be a conflict in the deal, and then somebody suggests at a late stage, “Why don’t we ensure it?” It’s better to have it. You can always take it out if it’s not a fit. We do that. What the underwriters are looking for is we need some simple things. We need the target companies preferably audited, but we need at least a year or two financial statements, balance sheet income statement. We would love to get the CIM, the Confidential Information Memorandum to give us a context of the deal, and then the draft purchase and sale agreement. We can have those elements immediately. Even though the person has a sale agreement, it has to go through negotiations. At least the underwriters have the outline framework for the seller reps that are going to be negotiated to be insured.

With that information, underwriters can come up with what we call a Non-Binding Indication Letter, NBIL. They look at it and give you general terms saying, “At this limit, we will cover these reps at this price. It will be subject to us looking at the diligence reports, which we can do later.” They align the cost. There is a premium cost. There is also an underwriting fee with few exceptions. Underwriters don’t perform diligence. They hire outside counsel to review the diligence reports that the buyer performed. There’s not a whole new set of diligence that’s going on. I compare it to composing a white paper. The buyers’ diligence team writes the white paper and the underwriters proofread. That way they can accelerate and go through this process quickly.

That third-party attorney, is that the in-house counsel for the insurance companies? Are they going to a third-party attorney to do that diligence?

Most go to a third-party attorney. Some insurance carriers are beginning to bring M&A attorneys in-house virtually. Every underwriter in rep and warranty is a former M&A attorney, which is interesting. You don’t get that on any other class of business. Most often, they are farming it out and they’re outsourcing it to another outside attorney to go ahead and do the review. When we get that initial information, this review takes 2 to 3 business days with ideal circumstances to get multiple NBILs for various carriers. We know their interest level and what they’re going to do. Also, what are some risk areas that they’re going to want to focus on? What you want to do is you want to see not only who has the best price. Who’s got the real appetite where they’re not going to have a lot of friction and ask a lot of questions about the diligence? Depending on the insurance company, some certain industries and others don’t. It’s a fit that way. That’s the benefit of having a broker.

It’s no different than banks. Some banks have an appetite for manufacturing deals and others don’t want to touch it.

You go ahead and we get the NBILs out and everything. At this point, there’s been zero cost. The decision is made, which insurance carrier and program are you going to move forward with? That proposal, if it has an underwriting fee, that underwriting fee has to be paid upfront. The fees run from $30,000 to $50,000. If you need a fast turnaround, it can be as high as $100,000 or $150,000 on the underwriting fee. You pay the fee upfront.

Is that non-refundable?

 

It’s a non-refundable fee. We have yet to run into a situation where once the fees are paid, underwriters look at the diligence and say, “We decline the rest.” It doesn’t happen. The fee is paid within about 3 to 4 business days. As long as the underwriters have been given access to the diligence reports and the data room, it takes them 3 to 4 days to review what they need to and have outside counsel look at the risk and look at the diligence. They will come up with a series of questions to ask the buyer because they can’t go over everything.

We schedule a call with the buyers’ team and the underwriting team. It usually takes about 60 to 90 minutes. The biggest hassle is usually getting everybody available for the call, but then they’re going to cover various elements of the business, the HR element, the tax, the financial reps, the legal reps. If they’re operational reps, valuation. How did you come up with a valuation for this company? One thing that’s insurable is if there is a loss. There could be a diminishing of value that is also insurable. Underwriters have to have the understanding to make sure that if you’re offering the market ten times EBITDA, how did you come up with that? If the EBITDA goes down, maybe that 10X goes down too and that is insurable. They have that conversation.

Once the underwriter call is done, if there are any hanging items out there or maybe there’s a report that the underwriters asked for or they want to look at it, any of those dangling little things get taken care of. Within a day of the call, a policy is ready to go. If everything’s working ideally, this entire process from beginning to end takes two weeks. I like saying three weeks because to get to two weeks, it’s like driving to work and hitting every green light on your way to work. There’s always something that will come in. Give yourself three weeks. The process goes like that.

If the underwriting call happens more than four days before closing, underwriters will want what we call a bring down call where they call on the day of closing or the day before closing to say, “We talked about this last Friday. Has anything changed?” They need verbal confirmation that nothing’s changed and the policy is in draft form. It takes effect at closing. It’s ready to go. We pay the proceeds of closing, beginning to end, 2 to 3 weeks.

On the lower end of the deal sizes, we don’t see audited financials. It’s pretty rare. Will the underwriters require a Q of E? The buyers may require it themselves, but let’s say they didn’t for some reason. Do their reps and warranty insurance underwriters want a Q of E?

They need a Q of E or some other third-party diligence. A third-party independent from the buyer has to review the financials. You can get a letter from a CPA firm. It’s the same issue with taxes too.

You should probably count on that you’re going to have to get a Q of E done for these deals if they’re not audited financials.

Why that’s important is that probably 80% of the breaches that are insured now or 80% of the claims relate to a restatement of financials or something that was missed in the financial statements. That has the biggest impact.

We all know private equity and sophisticated strategic buyers have all come down market. $10 million deals where they might not have gotten a Q of E or Quality of Earnings report before are certainly getting them now because of that sophistication of the buyer market at the lower end. No doubt about that. In 2 to 3 weeks, you can probably be parallel processing that along with the rest of the diligence. If you get started early enough, it shouldn’t hinder or hold up the deal in any way.

What’s great about rep and warranty is that it's a finite product that's well-defined before anything happens. Click To Tweet

The only time that we’ve ever had a deal in a holding pattern is when we’re waiting for a diligence report and the final audit to come through. Once we get those, we’re fine. This is the value that we bring in these deals. There are all these boxes that need to be checked when you’re closing a deal and you don’t want to leave anything unchecked. A critical role that we play at least on the insurance side is we’re going to be on top of our clients to make sure that those boxes are checked. If those get done and we get everything straight away, it makes it a lot smoother. The other thing is that as we approach insurance carriers, it is essential that if we know what the timeframe is and the deadline for closing a deal, we won’t go to a carrier unless they commit to us that they can beat that timeframe. We got to keep that promise because we don’t want to be the one that slows the deal.

Are there a lot of carriers providing this type of insurance?

There is quite a bit compared to years ago. When I first did this in 2014, 2015, there were three markets. There are as many as twenty and even more than that. More isn’t necessarily better, it’s just more. I would say, there are reliably 10 or 12 carriers that have been doing this for years. They have an appetite. They have a track record of paying claims. They are sustaining their ability to keep out there and be competitive. They have a specific appetite. There are some, which I welcome, that prefer the lower middle-market deals. They don’t want to write a $10 million limit policy. They want to write $5 million and they could do whatever they want. We have the AIG and Lloyds that want to write a $50 million policy.

Some of the bigger names that we would think of when it comes to insurance are known names as far as carriers go.

The companies you want to think about are Hartford, CNA, Chubb.

These are quality companies.

Along with AIG, you’ve got all the brand names. These are all billion-dollar surplus carriers. They’re in this market and they do well. I would say one thing about claims because a big thing that comes out on this is there’s not a lot of data on claims. Quite frankly, there haven’t been enough policies. What we have seen is that over the years, AIG is getting good at this. Liberty Mutual issued a report too. They’re saying, “Of the policies that we write, maybe 30% of them report a claim.” It doesn’t mean they report a breach. We don’t know how big it is but we’ve reported a breach. That means 70% of the policies haven’t had a claim reported at all. Of the reported breaches, less than 5% of those get claims paid. Usually, it’s the bigger deals where they’re $100 million policies and they’ve got a $30 million loss. Those are the claims that are getting paid. The lower middle-market haven’t had a lot of claims so it’s been good.

You’re representing the buyer. They’re the policyholder in essence. I’m sure you’re helping both parties through the process at the end of the day. How often do the underwriters need to speak to an owner of a business? Does that ever happen?

That’s rare if ever. The conference calls that we have with the underwriters are going to be with the buy-side team. You could have the CEO. Often, the CFO is involved. The in-house counsel of the acquiring company is part of the call. That does happen quite a bit. It’s not necessarily the sellers at all. As a broker, most of our opportunities are brought to us by sellers. The sellers or their advisors are coming in and saying, “We’re looking at this transaction. We would like this option.” They then introduce us to the buyer. Once we meet with a buyer, we go ahead and then speak with them exclusively. The way I look at this is I have a fiduciary responsibility as a broker to my policyholder who is the buyer. I also have an ethical responsibility to a seller in this deal because we want to bring something that is broadly worded and covered but at a budget appropriately. It’s not a blank check. We want to make sure that this is within budget and get both sides in there with a product that’s flexible and manageable for all sides.

I have to say, it should be music to buyers and sellers of yours that the price point on this product has come down so much over the years that you could be even contemplating getting this for a $10 million deal. That’s tremendous access.

For buyers out there, they may have a commercial insurance broker that’s handling their other business insurance. This is a real specialized line of coverage. At Rubicon, we want to stay in our lane with the reps and warranties. We have zero interest in looking at the other lines of coverage. What’s nice is we are a real elegant outsourcer to say, “I need a specialist that can do this finite item, stay in your lane and get us through to closure smoothly and elegantly.” We like being in that position.

That’s awesome. Patrick, this has been tremendous information. Folks who are in this market and it’s been an active market should be looking at this product to bridge the gap, to get past reps and warranties hurdles, which are there in almost every deal by the way. This is one of the most highly negotiated parts, this and indemnifications, in any contract. What a great way to bridge a gap and get the parties all on the same page. Any parting words that you can offer to the audience?

I would say that mergers and acquisitions as a business event are going to be picking up quite a bit in the future. We see that rates should stabilize where they are. If you don’t have to negotiate over each rep or warranty because the insurance company takes it, that much less expense with the attorneys is that less wear and tear on your soul as you go through this. If there’s any way that we can go in and help make these generational changes in people’s lives faster, cheaper and simpler, we’re happy to do it.

You’re offering a tremendous service. I know the role that you play in these deals is critical. You know how to get them done. You know how to get them done with the least amount of friction. It’s a fair deal for everybody. If folks wanted to reach you, how can they get ahold of you, Patrick?

The best way is email or website, [email protected]. Go to RubiconIns.com. We’ve got mergers and acquisitions on our homepage. You don’t have to search through the site for that. I’m also available on LinkedIn. Our phone number is there and everything else. I’m happy to talk even if you want to ballpark, “I’ve got this size of a deal. We need this much insurance. What do you think?” It’s not a problem.

Patrick, it’s a pleasure visiting with you. Thank you.

Dom, it’s my pleasure. Thank you, M&A Unplugged.

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I hope you enjoyed this episode. If you enjoy our content, please remember to subscribe and review our show. I look forward to seeing you again on the next episode. Until then, please remember that scaling, acquiring or selling a business takes time, preparation and the proper knowledge.

Important Links:

• Rubicon Insurance
• K2Adviser.com
• [email protected]
• LinkedIn – Patrick Stroth

About Patrick Stroth

Patrick Stroth is the founder of Rubicon M&A Insurance Services, LLC. He is a pioneer in applying Rep and Warranty insurance to lower middle-market M&A transactions. He and his team are committed to help lower middle market owners, founders and investors achieve a “Clean Exit”. Patrick is the host of “M&A Masters Podcast” where he speaks with the leading experts in M&A.

A native San Franciscan, Patrick Q. Stroth began his insurance career in 1987 following his graduation from Loyola Marymount University. Prior to launching Rubicon, Patrick ran a Lloyd’s of London Underwriting facility in Northern California.
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