Page 12 - Representation & Warranties Insurance

The Underwriting Process

A summary of the underwriting process is illustrated in Once the buyer or seller selects the insurer, the insurance
exhibit 1. Each stage is discussed further in this section. broker and carrier will enter into a non-disclosure
agreement with the deal parties so that the insurer can
Exhibit 1: obtain documents and information for its underwriting
process. During this process, the insurer gains an
Bid Solicitation understanding of the deal and parties to evaluate and
determine the risk it is willing to assume. As a result, the
 insurer may decide to charge a higher or lower premium,
NBIL adjust limits of liability, require specific exclusions, or

 otherwise tailor coverage.
Insurer Selection During its process, the insurer may communicate with
 various parties involved in the deal due diligence process.
Due Diligence The insurer may ask about the due diligence process
undertaken by the buyer, whether any issues arose, and
 risk-related questions.
Negotiations During the underwriting process, the insurer will also
 issue a draft insurance policy. The final policy terms are
Bring-down Call often the result of subsequent negotiation between the
insurer, the insured, and the insured’s advisers (outside
 counsel and the insurance broker). Once the parties
Policy Issuance come to a mutual agreement on policy terms, the insurer
will ask the insured to sign a disclosure asserting that
there are no known undisclosed breaches prior to issuing
To solicit initial bids from insurers, the buyer or the final policy.
seller will work with its insurance broker to provide
high-level information to potential insurers, such as In many cases, the policy is bound upon deal signing,
a draft transaction agreement and the target entity’s instead of deal closing. In these instances, the last part
financial statements. Interested insurers will express of the underwriting process involves what is known as
their interest to the broker in what is known as a a bring-down call. During this discussion, the insurer
non-binding indication letter (NBIL), which represents will request receipt of any changes to the operative deal
the insurer’s initial quote based on its limited review agreements or updates to due diligence, along with
of the information provided. asking about any issues that have arisen since closing.
The insurer will also request that the insured provide
such representation in written form.

8 Representations and Warranties Insurance