Private Equity

T Hudson Risk Advisors is an experienced professional in working with financial institutions on both sides of the transaction. Transactional risk insurance products are intended to promote sales by protecting involved parties from risks that may surface during due diligence or negotiations, potentially impeding the deal’s completion.

PRIVATE EQUITY VERTICALS:

Corporate Mergers & Acquisitions
Private Equity
Project Risk Advisory

RECOMMENDED POLICIES:

Contingent Liability
Due Diligence Consulting
Representations and Warranties
Tax Liability

INDUSTRY SOLUTIONS

REPRESENTATIONS AND WARRANTIES INSURANCE

Representations and warranties insurance serves as an essential safeguard in commercial dealings, filling in the gaps regarding escrow amounts, indemnity caps, and the longevity of representations and warranties. It provides monetary security against violations specified in the purchase agreement. These insurance, which are specially tailored to each contract with limited exclusions, cover all representations and warranties in the agreement, including criminal fines and penalties and knowledge of breaches and fraud by the insured’s team. These policies are available for purchase by either buyers or sellers, and they guarantee a more seamless transaction procedure, risk reduction, and financial security for all involved. Generally, policies are negotiated on a deal-by-deal basis, with minimal exclusions such as criminal fines or penalties, knowledge of breaches or fraud by the insured’s deal team, and post-closing purchase price adjustments. These policies cover defense costs resulting from breaches in the purchase agreement made by a target company. The particular objectives of each party in the transaction will determine which policies to obtain for the buyer or the seller.

Buy-Side:

Adds an additional protective layer beyond the negotiated indemnity cap and survival limitations in a purchase agreement.
Protects against the potential hazard of unsecured indemnity, particularly when dealing with financially distressed entities, non-U.S. entities, or transactions involving multiple sellers.
Offers an alternative avenue for recourse to shareholders in public-to-private transactions.
Preserves essential relationships by eliminating the necessity for buyers to pursue claims against management sellers working on their behalf.
Allows buyers to distinguish themselves in competitive auctions by proposing minimal or no survival requirements for representations and warranties in their initial purchase agreements.

Sell-Side:

Reinforces the negotiated indemnification obligation, acting as a safety net. This is especially beneficial for venture capital or private equity funds that are nearing the end of their life cycle.
Protects passive or minority sellers who are worried about joint and several responsibility.
Offers individual or family sellers involved in the transaction an extra measure of security.
Provides a workable answer for circumstances like loan-to-own arrangements or restructurings when there is no ownership history.