Overview
Our DisclosureGap® Representations & Warranties Insurance policies provide insurance for loss incurred as a result of the breach or inaccuracy of representations and warranties made in a transaction agreement.
Our DisclosureGap® policies are designed to bridge the gap between the differing requirements of parties to a transaction regarding the contractual terms of the transaction agreement relating to:
- the scope of the representations and warranties;
- the time limit during which a claim for a breach of such representations and warranties must be made;
- the financial cap imposed on losses that can be claimed for such a breach;
- the method by which the ability of the claiming party to recover for such breach is financially secured.
Ambridge Europe GmbH & Co. KG: Read this page in German language
SME Focused Team
Our SME-focused team has been providing insurance solutions since 2015
Our seasoned underwriting team is supported by internal Legal, IP, financial, tax and healthcare expertise.
Working with our International affiliates, we can flexibly respond to transactions involving target companies where part of the operations are outside of the US.
- Focused on SME transactions where the transaction consideration is between $10M and $75M
- Limits offered can be up to 100% of the transaction consideration
- Typical premium rate on line ranges from 2%-3.5%
- Minimum Retentions are typically the greater of $250-300K and 1% percent of the purchase price
- Our industry appetite is similar to that of Ambridge’s general R&W appetite
Healthcare Focused Team
Our Healthcare focused team has been providing insurance solutions since 2016
Our seasoned underwriting team is supported by internal Legal, IP, financial, tax and healthcare expertise.
Working with our International affiliates, we can flexibly respond to transactions involving target companies where part of the operations are outside of the US.
- Focused on transactions within the healthcare industry, regardless of the transaction consideration
- Insurance solutions can be tailored for both healthcare providers and business associates
- Typical premium rate on line ranges from 2%-3.5%
DisclosureGap®
The need for DisclosureGap® policies arises when a party to a transaction is precluded from obtaining the breadth and scope of contractual protection it requires for potential breaches of representations and warranties as a result of:
- an imbalance in the negotiating power of the parties;
- disagreements on how financial responsibility for such breaches will be allocated;
- the inability of one party to retain any material liabilities in respect of the transaction; or
- questions surrounding the covenant strength of a party to the transaction.
DisclosureGap® policies can be utilized to:
- enhance a bidder’s offer by covering under the policy something which cannot be offered in the transaction agreement;
- provide an extension to what has been agreed in the transaction agreement
- regarding the time limit during which a party can claim for breaches of representations and warranties;
- and/or the financial cap on amounts that can be claimed as a result of such breaches;
- provide a financial backstop for the ability of a party to meet its obligations as a result of such breaches;
- provide a “clean exit” to the party exiting the investment in the transaction.
DisclosureGap® policies can be used by:
- The seller(s) of a business
To cover claims brought by the buyer for breaches of representations and warranties
- The buyer of a business
To cover claims brought by the buyer for breaches of representations and warranties
- any party
To cover claims brought by the buyer for breaches of representations and warranties
