Technology & AI
RWI on software, SaaS, hardware, and AI-enabled businesses — IP ownership, open source, data privacy and cyber, customer contracts, and regulatory change often drive underwriting and exclusions.
Representations and Warranties Insurance Brokerage for M&A Transactions
Access to the same RWI market. Your counsel’s preferred policy form. No separate retail broker fee.
150+
RWI brokerage engagements
50+
Bound deals
~$2B
RWI coverage limits placed
Figures cover placements on which the founder served as the lead RWI broker and reflect work at prior organizations, including before WolfTRI was founded. The founding team brings senior experience across M&A law, investment banking, and commercial insurance.
01 · Economics
Estimated RWI Cost Calculator
Estimate the total all-in cost of an RWI placement with WolfTRI, compared with a broker that collects both the insurer-paid brokerage commission already in the premium and a separate retail broker fee.
$25M
The applicable state is typically the buyer’s notice address in the purchase agreement.
WolfTRI path
Policy premium$690K – $875K
Underwriting fee$40K – $50K
Surplus-lines taxes and feesIllinois · 3.54% of premium$15K – $18K
Separate retail broker fee$0 · Not charged
Total estimated cost$745K – $980K
Typical retail path
Policy premium$690K – $875K
Underwriting fee$40K – $50K
Surplus-lines taxes and fees$15K – $55K
Separate retail broker fee$10K – $85K
Total estimated cost$755K – $1.07M
Review modeling assumptions+
Retail broker fee range reflects WolfTRI market interviews and public sources as of Q3 2026.
Illustrative only. This is not a quote, offer of insurance, or binding indication. Actual premiums, underwriting fees, surplus-lines taxes and fees, broker compensation, retentions, exclusions, and other policy terms vary by transaction, insurer, jurisdiction, deal facts, and final policy documentation.
02 · Experience
Broad experience across all industry sectors and transaction structures.
Healthcare & Life Sciences
Placements across providers, services, devices, and life-sciences businesses. Licensure, billing and coding, payer exposure, compliance programs, and clinical diligence shape the policy negotiation.
Financial Services & Fintech
Banks, specialty finance, payments, and fintech. Regulatory approvals, lending practices, consumer compliance, data security, and capital or balance-sheet considerations are typical focus areas.
Business Services
Professional, outsourced, and technology-enabled services. Customer concentration, recurring-revenue contracts, employment practices, and IP or process ownership often sit at the center of underwriting.
Industrials & Manufacturing
Industrial and manufacturing platforms and add-ons. Supply chain, product liability, environmental history, workforce, and customer contracts regularly inform retention and exclusion discussions.
Infrastructure & Energy
Infrastructure, energy, and related platforms. Permits and development status, commercial agreements, environmental matters, and financing contingencies are common diligence and policy topics.
Consumer
Consumer brands, retail, hospitality, sports, and media. Brand and licensing, labor, management contracts, IP, and customer or vendor concentration often matter for coverage design.
Real Estate
Where the deal is real-estate heavy, placement sits on the same institutional RWI market — with go-hard timing, title interplay, and synthetic options that differ from pure operating-company M&A.
Transaction structures
- Platform buyouts & add-ons
- Strategic acquisitions
- Minority investments
- Mergers of equals
- Take-private transactions
- Carve-outs
- Multi-closing deals
- Joint ventures
- Cross-border
- Buy-side & sell-side
- Other unique structures
Reflects experience at prior organizations before founding WolfTRI.
Counsel and other advisors remain responsible for legal, tax, regulatory, financial, investment, and diligence advice. Coverage remains subject to underwriting, insurer appetite, policy terms, exclusions, retention, transaction documents, and the diligence record.
03 · Portfolio programs
When a master policy fits better than deal-by-deal RWI.
For serial acquirers running continuous tuck-in programs, one-off Representations and Warranties Insurance often prices out of the deal. A portfolio (master-policy) structure negotiates the wording once and endorses each add-on in.
Strong fit
Platform buyers and strategic acquirers with a repeat acquisition cadence — especially tuck-ins in a related sector where seller-by-seller escrow and holdback negotiations create real friction across the pipeline.
Where one-off RWI breaks down
Traditional RWI often starts at roughly $2–5M minimum limits, with minimum premiums in the $75K–$160K range and underwriting fees around $40K per deal. Across multiple smaller add-ons, this structure may price RWI out.
What the program does
Recovery for covered breaches shifts to the policy rather than seller indemnity. Each offer can be cleaner, each negotiation shorter, and the process more repeatable — without renegotiating the master RWI policy form on every add-on.
Typical size band
Coverage from as little as about $500K — well below the usual one-off floor. Add-ons of similar size in the same portfolio are the core use case; larger add-ons can still be underwritten, though process and fees move closer to standard RWI.
| Item | Traditional one-off RWI | Portfolio approach |
|---|---|---|
| Minimum policy limit | About $2M–$5M | About $500K–$5M |
| Minimum premium | About $75K–$160K | About $45K–$160K |
| Underwriting fee | About $40K per deal | About $35K first deal; about $20K per add-on |
| Policy form | Individual policy, negotiated deal by deal | Master wording on first deal; endorsement only on later deals |
| Illustrative five-deal savings | — | On the order of ~$235K before advisor and counsel time, on a facility-reported roll-up of five businesses with EVs roughly $5–25M |
Facility-reported illustration, mid-2026. Not a quote or binding indication. Actual premiums, fees, retentions, exclusions, and terms vary by transaction, insurer appetite, and final policy wording.
04 · Smaller transactions
When classic RWI floors do not fit the deal.
Not every transaction is a serial add-on program. On one-off sales and purchases below classic middle-market RWI economics — and on many deals under roughly $30M enterprise value — a different set of transaction-liability products is usually the right conversation. The misconception that “there are no solutions for small deals” is outdated.
Smaller enterprise-value deals can also see more paid claims in absolute terms: retention is usually set as a percentage of enterprise value, so the same dollar issue is more likely to exceed retention on a $50M deal than on a $500M deal. That dynamic does not make small deals uninsurable; it makes wording and diligence discipline even more important.
Sell-side small-deal liability
Procured by the seller. Indemnity and defense for seller warranty breaches on qualifying micro and SME deals — commonly sized from about $250K EV, with limits up to 100% of enterprise value and multi-year survival. Underwriting focuses on the seller’s knowledge of the business, not a full buy-side diligence file.
Buy-side small-deal liability
Procured by the buyer. Recovery against seller representations, including in structures where the buyer wants insured recourse rather than a large escrow. Placement can often occur at signing, after signing, or after closing, depending on the product and the diligence record.
What makes buy-side RWI look feasible
Two facts often matter most: CPA-reviewed (or better) annual financial statements, and a buyer quality-of-earnings report. With both present, buy-side coverage is far more likely to be a realistic option.
Buy-side vs. sell-side posture
Buy-side coverage is usually preferred when the seller has negotiating leverage: the buyer binds at signing, when transaction risk typically shifts. Sell-side coverage can be placed later, but is not the preferred path when the goal is price certainty for both sides.
Practical notes
Streamlined process, not classic RWI process
On the most active small-deal books, process is deliberately light: set policy wording, no formal due-diligence package of the classic RWI kind, and often no underwriting call. That is what makes economics work below middle-market floors. Facility-reported sample pricing on streamlined books is nearer ~0.85% rate on line for a full (100% of EV) limit, with no underwriting fee and a small policy fee (about $500–$2,500 depending on EV). Older public materials still show a broader 1%–2% band for some products.
Speed when the file is ready
Focused markets can move quickly. Non-binding indications are often available in a few business days; bind timing after insurer selection depends mainly on deal materials and responsiveness. With a clean file, the process can be short — in some cases under a week start to finish, though that is not the ideal operating mode for every risk.
Escrow is often the real issue
On a reputation-driven small-company sale, the holdback is what the seller remembers — and what the next seller hears about. Shifting covered post-closing risk to a policy can free more of the price at closing while preserving buyer recovery for covered breaches. Some acquirers still keep first-dollar recourse on fundamental and tax representations.
Real Estate and pure property deals
Small-deal criteria can apply to pure Real Estate transactions down to very small enterprise values. A dedicated small-ticket Real Estate product (likely sub-$20M) is also under development in the market — closer to larger Real Estate RWI in substance, but process-light for smaller assets. Until that product is live, ask the same feasibility questions you would on a small operating-company deal.
Not a substitute for a portfolio program
Small-deal transaction liability is for one-off or low-frequency deals below classic RWI floors. A financial sponsor or strategic running repeat add-on volume with limits from roughly $500K should test portfolio RWI first. The products solve different problems.
General insurance-market commentary only. Not legal, tax, accounting, or investment advice, and not a quote, offer, or binder of insurance. Coverage remains subject to underwriting, insurer appetite, policy terms, exclusions, retention, transaction documents, and the diligence record.