Over the last few years, representation and warranty insurance (RWI) grew from an esoteric insurance product to an indispensable deal facilitator that, in 2020, was sought out more than 5,000 times in U.S.‑based transactions. RWI’s staggering success has largely been in classic M&A transactions, with relatively limited adoption in secondary transactions. In late 2020, however, representation and warranty insurers launched a number of important innovations designed specifically for structured secondary transactions, making RWI significantly more valuable to secondary buyers and GPs in those transactions. In this second article in a two-part series, Peter de Boisblanc, vice president of transactional risk at HUB International, describes how RWI products used in classic M&A transactions have evolved for use in GP‑led restructurings, as well as some of the pressure points in negotiations in that context. The first article
provided an overview of the mechanics of RWI, obstacles to its application to secondary transactions and recent developments in types of coverage to make it more viable in those types of deals. See “Exiting Portfolio Companies: Threshold Questions and Key Issues With Generating Liquidity Via GP‑Led Restructurings (Part Two of Two)
” (Oct. 6, 2020); and “Trends in GP‑Led Secondary Transactions and Rep & Warranty Insurance
” (Apr. 2, 2019).