In 2025 the use of Representations and Warranties Insurance (RWI) accelerated in LatAm, after a decade of steady growth. In this article we summarise some of the key concepts, trends, and frequently asked questions.
How does RWI work?
RWI is a tool to de-risk M&A transactions. The product has become a standard component of M&A around the world, especially in the US and UK/EU. RWI covers issues that ‘fall through the cracks’ in due diligence and seller disclosure. In other words, liabilities ‘hidden’ within the company being acquired, and inherited by the buyer post completion. For example:
- Accounts that misstated costs or revenues.
- Unpaid taxes.
- Failure to comply with local laws.
- Pending litigation.
RWI claims data suggests such issues are discovered frequently by buyers after a deal is done – more often than dealmakers and advisors realise. There is a lot that can go wrong for buyers, even if they had conducted very thorough due diligence! The key trigger for a RWI policy to respond is a breach of one or more representations, warranties or the tax indemnity given by the seller. Outside of North America and LatAm, RWI is known as Warranty and Indemnity (W&I) insurance.
Who benefits from RWI?
While the insured is (almost always) the buyer, RWI has clear benefits for both sides. The process can be initiated by either side. We often work via advisors such as investment bankers or corporate lawyers.
What are the benefits of using RWI?
For sellers:
- A ‘clean exit’ (nominal USD 1 liability cap).
- RWI removes the need for (or at least significantly reduces the size of) traditional escrow arrangements or other forms of holdback. Sellers can receive the purchase price and recycle funds at completion. This ultimately leads to greater certainty and higher investment returns.
For buyers:
- RWI can be thought of as an alternative dispute mechanism.
- If buyers are uninsured, they may face multi-year litigation to be reimbursed.
- Sellers are incentivised to defend claims robustly. Even if the buyer wins, in practice the seller may not have the funds to pay.
- A RWI claim process by contrast typically takes months rather than years.
- Differentiate a bid during competitive auctions (without paying a significantly higher purchase price).
- Protect investment value.
- Demonstrate prudent risk management for lenders and stakeholders.
For both parties:- Faster, smoother negotiations.
- Preserve relationships.
- Bridge valuation gaps.
Is RWI only for cross-border M&A?
RWI is disproportionately used during cross border M&A in LatAm, especially where the parties are already familiar with the product. It is increasingly common for domestic M&A also. Insurers can accommodate transactions governed by local law.
Has the product developed over time?
Most new insurance products start out expensive. Uptake is gradual. Within a few years, both demand and supply increase rapidly (usually in the US and UK first). This was the case for Cyber, Directors’ and Officers’, and even Pet insurance! RWI is following the same big-picture trend. As recently as 2022, even RWI brokers and underwriters might admit that the benefits of RWI did not clearly outweigh the costs, for LatAm M&A specifically. Since then, RWI has improved as a product. Sharper terms have been driven by global market trends, LatAm specific expertise entering the market, and competition between US and UK/EU-based insurers.
- Lower cost: premium rates and underwriting fees are now only marginally higher than for equivalent US transactions.
- Fast process: though RWI is a bespoke product, and tailored for every deal, the quotation and underwriting process has become more streamlined, and ‘hands off’ for clients and their advisors.
- Broad coverage: mandatory ‘LatAm specific’ exclusions have become less common. Underwriters have borrowed the best features of the product from the US and UK/EU, and can combine them for LatAm deals where it makes sense to.
- Deal size: it is now viable to insure small M&A. Oneglobal has recently received multiple strong terms for a USD 2.5m LatAm transaction.
- Language: deals conducted in Spanish or Portuguese can be underwritten from the US, UK or EU.
Why is RWI especially useful for LatAm M&A?
Insurers are well placed to assess and underwrite areas that frequently derail deals in LatAm, e.g. tax, labor, anti-bribery and corruption, and compliance with laws. Certain categories of risk are difficult for investors to get comfortable with, much less quantify. Traditional risk allocation tools such as escrow accounts are still common in LatAm. Such mechanisms are highly inefficient. RWI enables the early release of funds and gives both parties certainty as to what will happen if a breach is discovered post completion.
How much does it cost?
Between 2% and 3.5% of the policy limit is now standard. Several years ago, rates were
frequently twice as high – more than what most buyers were willing to pay. The policy limit is typically between 10% and 30% of the target’s enterprise value. Key factors that influence the price include:
- Jurisdiction and sector of the target and parties.
- Deal size.
- Governing law of the SPA.
- Experience of the parties and their advisors.
Insurance costs are often shared between the parties.
In practice, do insurers actually pay claims?
Insurers are incentivised to deliver a reliable, streamlined claims experience for insureds and brokers.
A leading insurer’s recent study (based on >6,000 RWI policies bound since 2016):
- >USD 1.4 billion in loss paid out.
- <3% of claims are denied.
How long does the RWI process take?
Most of the work occurs 2-4 weeks before SPA signing. However, the sooner we can advise, the smoother the process.
What is the outlook for RWI in LatAm in 2026?
LatAm is set to attract the world’s attention in 2026. Buyers and sellers will face new risks, as well as the customary challenges of doing business in LatAm. Following years of hard work from RWI brokers, underwriters and M&A advisors, the RWI market is better placed than ever to help dealmakers secure opportunities and get deals done. Greater insurer competition has led to an increasingly insured-friendly product. We expect this to continue.
By Chris Edwards, James Taylor and Richard Skelton
