M&A Trends by Private Equity

GF Data Resources issues a quarterly report on deal terms for Private Equity acquisitions which is a gold-mine of market information.  Trends noted in the Q-2 2021 report:

PE firms are using warranty and representation insurance almost 60% of the time, a recovery from a dip in 2020.

Strong target firms that can obtain robust insurance command a valuation premium, which is not surprising based on company strength and insurance reducing acquirer risk.

Consistent with the impact of the foregoing, in the fist half of 2021 the size of payment holdbacks (payments held in escrow to satisfy claims of erroneous representations) has fallen to the lowest level in several years in most categories of transactions (measured by size of transactions) and the period of time during which funds are held back similarly has declined; targets with insurance of course enjoy smaller and briefer hold-backs.

Finally, indemnification caps (the limitation on the percentage of deal price to which target companies expose themselves by way of liability for misstatements or errors in representations) remains consistent with 2020 for smaller deals but has increased for deals in the larger categories, a development that seems inconsistent with the the trend for insurance (although perhaps this increase is consistent with the very existence of insurance and reflects confidence on the part of insurers and target companies).

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