M&A / Transactional Insurance Products
Berkley Insurance Australia a trading name of Berkley Insurance Company an APRA regulated insurance company
Warranties & Indemnities Insurance for Buyers and Sellers
Warranties and Indemnities Insurance can be constructed for either the Buyer or the Seller involved in an M&A Transaction. W&I coverage protects the insured parties from breaches of the warranties and indemnities in the Purchase Agreement that are unknown at the time the Transaction is consummated. The coverage may benefit both the Buyer and the Seller in helping to overcome obstacles to negotiating the Transaction.
Potential Benefits for Bidders and Acquirers:
- Enhances your bid by enabling reduction of the Seller’s indemnity escrow
- Extends the survival period of the Seller’s representations
- Avoids potential future conflicts with management who are retained in the acquired business, but who were also Sellers
- In most cases, provides a more attractive credit profile than the Seller’s indemnity obligations
Potential Benefits for Sellers:
- Enables reduction of the indemnity escrow, thereby increasing cash available to the Seller immediately upon the sale of the business
- Enables more attractive limitations on the Seller’s indemnity obligations
Tax Opinion Insurance
Tax Opinion Insurance provides financial protection in the event that the insured tax treatment is successfully challenged by the ATO or another specified taxing authority. Tax Opinion Insurance can potentially be applied to situations involving:
- Historic Tax Credits
- Tax Free Spin-Offs and Reorganisations
- Specific tax matters that do not qualify for coverage under a W&I policy, and remain a cause for concern by the Buyer
Contingent Liability Insurance
Contingent Liability Insurance can help to overcome an impasse encountered between the Buyer and Seller due to a known exposure within the target company. While such situations and their eligibility for coverage are always fact-specific, typical circumstances may involve the Buyer’s reluctance to take on exposure of adverse judgment on a specific piece of pending litigation, or the financial risk to the Buyer or Seller of bearing a termination fee if forced to walk away from a Transaction due to regulatory obstacles or other specified causes beyond the party’s control. Contingent Liability Insurance could serve to bridge any resulting impasse in negotiations, enabling the Transaction to close by transferring the specific risk away from both the Buyer and Seller. We provide creative and customised solutions that enable M&A Buyers and Sellers to execute their transactions efficiently and effectively.
Across APAC, including: Australia, New Zealand, Hong Kong, Singapore, South Korea, Malaysia, and China (outbound).
- Seamless execution and professional interaction
- Stable capacity with fair pricing
- Reliable coverage and professional claims handling
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