In 2023, transactional risk insurance played a major role in global mergers and acquisitions, despite a downward trend in M&A activity due to macroeconomic and geopolitical challenges. Demand for this coverage remained resilient, highlighting its importance in deal protection across all industry sectors.
GLOBAL M&A SNAPSHOT
In 2023, transactional risk insurance continued to play a major role across the globe in mergers and acquisitions (M&A). M&A continued on a downward trend in 2023 as macroeconomic and geopolitical headwinds led to depressed activity across the globe. Despite the challenging environment, demand for transactional risk insurance remained resilient amidst a clear understanding of the important role this coverage plays in an M&A transaction. Insureds continued to seek deal protection with representations and warranties (R&W)* insurance on transactions across all key industry sectors, increasingly supplemented by tax and contingent liability insurance.
Marsh’s Transactional risk insurance 2023: year in review provides an overview of the transactional risk insurance market during the year, across all geographic regions, and explores developments that are expected in 2024 and beyond. Key findings of the report include:
- Marsh experienced its third busiest year on record, globally placing transactional risk insurance limits of US$49 billion on more than 2,000 policies across almost 1,200 unique transactions — representing over US$337 billion in aggregate enterprise value.
- Fewer M&A transactions across the globe, coupled with abundant insurance capacity, ushered in a “soft market” cycle for primary layer R&W and W&I insurance, with dramatic pricing decreases seen in all regions: North America, down 26%; Europe, Middle East and Africa (EMEA), down 32%; Asia, down 25%; and the Pacific, down 40%. (Note: pricing in North America remains generally higher than other regions).
- Median transaction sizes decreased in 2023 in North America, down 16% to US$106 million; EMEA, down 22% to US$71.4 million; and Asia, down 51% to US$115.5 million. Only the Pacific saw an increase in median transaction size, though on a much smaller number of deals than other regions.
- For the first time in at least a decade, Marsh closed a majority of transactions in 2023 on behalf of corporate/strategic insureds (51%) versus private equity firms (49%), reflecting the challenging M&A market conditions for private equity firms during the year.
- Underwriting capacity remained plentiful globally, with more than US$1 billion of limits typically available for single transactions in North America and Europe. New market entrants also expanded the available capacity in Asia and the Pacific.
- Transactional risk insurance claims increased materially from the prior year in North America and EMEA, by 30% and 65%, respectively. Asia saw claims activity in line with the prior year, while the Pacific saw a slight decrease in claims activity.
- Marsh clients significantly increased their use of tax insurance, driven by a better understanding of the product and increased sophistication and broadened appetite among tax insurance underwriters, particularly for non-M&A risks (that is, balance sheet management).