Mergers and acquisitions (M&A) insurance is a type of insurance policy that helps protect parties involved in a M&A transaction from financial loss resulting from unforeseen issues that may arise during the transaction process.
Coverage Scope
Representation and Warranty Insurance (RWI): RWI is one of the most common forms of M&A insurance. It covers breaches of representations and warranties made by the seller in the purchase agreement. If a breach is discovered post-transaction, RWI provides financial protection to the buyer.
Contingent Liability Insurance: This coverage protects buyers in cases where they assume contingent liabilities or unknown risks associated with the acquired business. It can include coverage for tax liabilities, litigation, or environmental issues.
Tax Liability Insurance: In transactions involving tax-related risks, this insurance can provide coverage for potential tax liabilities, including transfer pricing disputes, audits, or other tax issues.
Specific Issue Insurance: M&A insurance can be customized to cover specific issues or concerns identified during due diligence, such as pending litigation, intellectual property risks, or product liability concerns.
Benefits
Risk Mitigation: M&A insurance helps manage and mitigate the financial risks associated with undisclosed or unknown liabilities that may surface after the transaction has closed.
Enhanced Negotiation: It can facilitate negotiations between buyers and sellers by providing a solution for addressing potential disagreements or uncertainties.
Preservation of Funds: Sellers can use M&A insurance to ring-fence funds in escrow, allowing them to access the sale proceeds sooner while providing financial protection to the buyer.
Deal Certainty: Buyers gain confidence in the transaction's stability and viability, which can lead to more efficient and successful M&A deals.
According to a Moody's Ratings survey, reinsurance buyers are showing a strong preference for catastrophe bonds, with over 80% expecting to use them in the coming year, marking the highest demand in four years. Sidecars are also expected to see elevated demand, while collateralized reinsurance remains attractive but slightly less preferred than the previous year. Despite the shift toward alternative capital markets, buyers still value long-term relationships with traditional reinsurers.
Fitch Ratings expects strong growth in the alternative reinsurance capital market, particularly for catastrophe bonds and other insurance-linked securities (ILS), into 2025, unless significant catastrophe losses occur in the second half of 2024. Investor demand remains high due to attractive returns and limited recent loss activity, with a growing interest in private ILS and collateralized reinsurance.
The insurance-linked securities (ILS) market set new records in the first half of 2024, driven by strong demand from investors and robust catastrophe bond issuance, with over $12.3 billion issued across 49 transactions. Despite heightened catastrophe activity and significant insured losses, the ILS market remained resilient, with minimal impact on outstanding bonds. Swiss Re notes that the cat bond market continues to offer attractive relative value, with strong returns reflecting sustained investor confidence.
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