Our client was acquiring a consultancy practice as part of a time-critical carve-out within a private-equity-backed group restructuring. The transaction needed to complete quickly and in step with a wider timetable that could not slip.

The structural challenge was clear from the outset. The selling entity was expected to enter an insolvency process and be liquidated shortly after completion. As a result, the transaction could not rely on conventional protections. There would be no warranties and the group could not provide any worthwhile company guarantees.

Without an alternative risk solution, the client faced a stark choice: proceed with unprotected downside risk, delay the transaction and jeopardise the wider restructuring, or allow the deal to fall away altogether. Any solution also needed to stand up to scrutiny from investors and advisers operating under significant time pressure.

We identified early that a fully synthetic buy-side warranty and indemnities (W&I) policy was the only realistic route to completion. The priority was not simply to place insurance, but to create a structure that preserved momentum, reduced complexity and gave the client defensible certainty.

We negotiated a bespoke synthetic warranty schedule, removing the need for a seller-led disclosure exercise entirely. Working closely with underwriters, we aligned coverage to the limited but targeted diligence available and ensured that insurers had a clear, practical understanding of the risk they were assuming.

Crucially, the insurance process was run in parallel with the negotiation of legal documentation so it never became the critical path. This allowed the legal team to strip out unnecessary mechanics and focus on execution. The resulting SPA was just 19 pages, reflecting the absence of traditional warranty and disclosure provisions and significantly simplifying the transaction.

The acquisition completed quickly and in line with the wider restructuring timetable. 100% of the warranty risk was transferred to insurers, giving the buyer clean, creditworthy recourse where none would otherwise have existed.

The client avoided reliance on unenforceable seller protections and was able to proceed without escrows or holdbacks. Legal complexity and cost were materially reduced, and execution risk was contained within the deal timetable. Just as importantly, the client gained confidence that the transaction structure was robust, explainable and defensible to internal stakeholders and external advisers. In this case, fully synthetic W&I insurance did not merely optimise risk allocation. It removed a structural barrier to completion and enabled a transaction that would otherwise have failed to complete quickly.

This transaction illustrates how fully synthetic W&I insurance can transform deal feasibility, not just optimise risk allocation. In situations involving distressed sellers, restructurings or absent covenant strength, insurance is no longer a “nice to have” — it is often the difference between a deal completing or failing.