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M&A Insurance to Hedge and Monetize Deal Risk: Cost, Coverage, and Data

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An Overview of M&A Risks and Claims

The proportionality of different types of M&A risks and corresponding claims is more or less consistent historically.

Here is a study from SRS Acquiom showing a breakdown of M&A claims, which can be compared to the chart below it from 2013.

A breakdown of M&A claims that can be insured by M&A insurance
Chart 1.A. Source: 2024 M&A Study by SRS Acquiom.
M&A indemnification claims that can be hedged through M&A Insurance
Chart 2.A. Source: 2024 M&A Study by SRS Acquiom.

M&A Insurance Definition

It is insurance bought by either the Buyer or Seller or both for protection against and monetization of certain deal risks within a Merger or Acquisition, and is therefore part of the M&A risk due diligence process. M&A insurance has to be reworded and triggered independently of insurance brokers or companies in order to yield a high payout ratio on the post-closing issues of interest, all while reducing premium.

Just like all other insurance products, M&A Insurance, of which subsets include Transactional Liability Insurance or Rep and Warranty Insurance, is a second line of defence used to transfer residual risk of a specific M&A transaction. The insurance can be used across different transaction sizes and is statistically relevant given M&A claim activity as illustrated in the chart below.

Chart 2. Source: 2024 M&A Study by SRS Acquiom.

The types of M&A claims have been consistent historically making M&A insurance a credible tool against such claims if structured and triggered correctly at a cost effective level. Here is a study from 2013, which when compared to the 2024 study (shown above) shows consistency in types of M&A claims.

Charts showing M&A insurance claims in 2013
Chart 3. Source: 2013 SRS Post-Closing Claims Study.

Insurance M&A Advisor: Maximizing Risk Protection & Deal Value

An Insurance M&A Advisor plays a crucial role in mergers and acquisitions (M&A) by structuring tailored insurance solutions to mitigate financial risks, enhance deal security, and optimize transaction outcomes. These advisors specialize in Representations & Warranties Insurance (RWI), Transactional Risk Insurance, and Tax Liability Coverage, protecting both buyers and sellers from post-closing liabilities, breaches of warranties, purchase price adjustments, and legal disputes. Unlike traditional brokers, independent insurance M&A advisors conduct policy audits, negotiate optimal terms with insurers, and ensure seamless claims execution, delivering maximum compliance, lower insurance costs, and enhanced valuations. Whether you’re a private equity firm, corporate buyer, or seller, working with a specialized insurance M&A advisor ensures your transaction is safeguarded against unforeseen risks, making your deal more attractive to investors and lenders.

Contact us if you are hire an insurance M&A advisor. Management has the option of (a) outsourcing the M&A insurance procurement process to our team; or (b) relying on our analytics for their own execution with mergers and acquisitions insurance brokers.

Who are Mergers and Acquisitions Insurance Brokers?

Mergers and acquisitions insurance brokers specialize in the distribution of M&A insurance, which includes negotiations with insurers. They are not experts in structuring the fine print of an M&A insurance policy based on the operational risk of a deal, nor are they involved in the technical commercial insurance claims process when a loss occurs despite them marketing themselves as claims advocates. That is why it is important to hire an insurance M&A advisor to complement the role of an M&A insurance broker.

List of Mergers and Acquisitions Insurance Brokers

  • Global: Marsh McLennan (the world's largest insurance broker); Aon Plc; Arthur J. Gallagher & Co.; Willis Towers Watson Plc; Lockton, and others.
  • Regional: HUB International; LIVA; Howden M&A; Risk Strategies; and others.
  • National: various M&A insurance brokers within each country.

Hire an M&A Insurance Broker

Contact us if you are looking to procure M&A Insurance. As risk advisors independent of any M&A insurance broker or company, we make brokers compete for your business and reword the fine print of the M&A insurance for best value to you, which we contractually guarantee.

Cost/Benefit M&A Insurance

To determine whether or not M & A Insurance is worth it, Buyer and/or Seller should:
(a) perform a detailed cost/benefit analysis on whether insurance is needed to protect the Purchase/Sale of a business; and
(b) aim to purchase a structured insurance policy (instead of ‘off-the-shelf’) in the event the cost/benefit analysis yields a net insurance benefit. Either Buyer or Seller can purchase the M&A insurance policy (cost can also be split amongst them).

Benefits to Seller from M&A Insurance

* Distribution of Sale Proceeds: immediate liquidity at Closing for Seller --> shown in Graph 2.

* Expedite Sale and/or increase Purchase Price --> eliminating obstacles to completion of Sale + offering greater indemnity to Buyer.

* Minimize or eliminate any contingent liabilities.

* Protect passive Sellers who have not controlled the disclosure process.

Chart showing liquidity benefits to a seller from Mergers and Acquisitions Insurance
Chart 4. Source: Gary P. Blitz and Daniel Schoenberg, Aon Risk Solutions, 2016. A deal valued at $500 million: Seller can receive an additional $48.5 million on closing with the use of M&A insurance. This is an example only and each deal has different requirements.

Benefits to Buyer from M&A Insurance

* Protect the deal and key relationships with stakeholders at Target company beyond Representations & Warranties (R&W).

* Ensure certainty of the Purchase Price + avoid unanticipated future expenditures.

* Extend duration of R&W --> Term of the insurance can be much longer than the term of the escrow --> protection against post escrow expiry claims (as shown in the Table below).

* Making collection easier in the event of a claim --> having a large and established insurance company as a counter-party (vs. Seller).

Chart showing post-close claim types and figures that be hedged through M&A Insurance.
Source: 2013 SRS Post-Closing Claims Study
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