This infographic reveals key findings on RWI deal points related to “Non-Reliance” and “No Other Representations”, and Scrapes & Baskets. The data is from the 2019 Buy-Side Representations and Warranties Insurance (RWI) Deal Terms Study, powered by SRS Acquiom MarketStandard®, a proprietary database of over 1,800 private-target M&A deals. This study analyzes 642 private-target acquisitions ($121 billion) that closed from 2016 through 2018 in which SRS Acquiom provided professional and financial services.

“Non-Reliance” and “No Other Representations”

  • Deals that use Buy-Side RWI are more likely to include “Non-Reliance” and “No Other Representations” provisions.

Baskets

  • For deals with Buy-Side RWI, Sellers’ indemnification obligations are more often structured as true deductibles than first dollar (tipping) baskets.

Materiality Scrape

  • While most deals include a materiality scrape (87% of deals without RWI and 96% of deals with RWI), deals that use Buy-Side RWI show a preference for a double scrape as opposed to a single or partial scrape.
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