Tailored agreements. On-time delivery.

 

Merger & Acquisition Escrow and Payment Administration

As a full-service stock transfer and corporate trust provider, Wells Fargo can simplify your M&A transactions while minimizing your back office functions. We work regularly with financial buyers, strategic buyers, and their advisors, and administer more than 1,200 new indemnification and holdback escrows each year.
Our experts – in regional offices across the U.S. – can help you with M&A escrow and payment administration. We offer a streamlined process for you and a smooth transaction for security holders. Our services include:
  • Escrow agent
  • Paying/exchange agent
  • Purchase price prefunding
  • Foreign exchange
  • Closing date expense payments
  • Tax reporting
  • Escheatment services
  • Access to our dedicated Investment Services group

Services for acquiring firms Show Details

 
We can help you minimize your administrative and processing time and resources associated with your acquisitions and make your closing process more efficient with a bundle of services that includes:
  • Paying/exchange agent services to facilitate payments to holders and handle tax reporting and escheatment requirements
  • Escrow agent services to address holdback or indemnification issues
  • Receiving and investing funds for purchase price prefunding
  • Closing date expense disbursements

Managing processing and reporting requirements on your behalf

Complex and stringent regulations can make it challenging to make payments to even a few shareholders. Below is an overview of how we can help you manage some of these requirements.
 Risk?PenaltyOur approach
Cost basis reportingWe are required by law to calculate and report the cost basis and gain or loss on covered securities to both the IRS and security holder.Up to $3 million** (no maximum penalty for intentional disregard) We record acquisition date and price, perform cost basis calculations, and report the basis and gain or loss to the IRS and the stockholder.
Tax withholdingFederal and state requirements can be challenging to manage. As they become more complex, the risk of noncompliance increases.UnlimitedWe track state, country of residency, and certification requirements for security holders.
EscheatmentState requirements are constantly changing. Managing remittance and eligibility can be cumbersome and costly.Unlimited (states are becoming increasingly aggressive in assessing fees for late and inaccurate reporting) As a stock transfer agent and bond paying agent, we have the capabilities and systems to manage the escheatment process, eligibility, and remittance for you.

Investment options you can count on

With more than $260 billion in assets under management, we are the second-largest mutual fund family among U.S. banks. Our Corporate Trust Investment Services group can help you maximize your returns while meeting the liquidity your transaction requires.

Services for sellers Show Details

 
We provide timely payments and hands-on service to protecting your interests and ensure a seamless transaction.
  • As your paying or exchange agent, we will process payments promptly, and field inquiries from you and your shareholders so you can focus on the most important elements of your transaction.

    We also offer an expedited payment process for majority holders. To ensure your shareholders receive prompt payment as soon as possible after closing, we email them a letter of transmittal prior to closing and provide a dedicated service consultant who can personally assist them with exchange requirements and documentation.
  • Should your transaction require an indemnification or holdback escrow, we can facilitate payments of escrowed assets to your holders.

Investment options you can count on

With more than $260 billion in assets under management, we are the second-largest mutual fund family among U.S. banks. Our Corporate Trust Investment Services group can help you maximize your returns while meeting the liquidity your transaction requires.

Services for law firms Show Details

 
Simplify your next M&A transaction while minimizing time and resources for your clients. Whether you represent the acquiring or selling firm, we can help your transaction run smoothly. Our services include:
  • A relationship manager who will serve as one point of contact for you and your client for all escrow agent, paying agent, and exchange agent appointments
  • Standard agreements to facilitate documentation of each type of M&A escrow and payment services appointments
  • Access to dedicated Wells Fargo attorneys to discuss documentation issues
Our relationship managers are experts in escrow and payment services documentation and administration, and are available during non-business hours and at peak volume times.

Managing your clients’ processing and reporting requirements

Complex and stringent regulations can make it challenging to make payments to even a few shareholders. Below is an overview of how we can help you manage some of these requirements.
 Risk?PenaltyOur approach
Cost basis reportingWe are required by law to calculate and report the cost basis and gain or loss on covered securities to both the IRS and security holder.Up to $3 million** (no maximum penalty for intentional disregard) We record acquisition date and price, perform cost basis calculations, and report the basis and gain or loss to the IRS and the stockholder.
Tax withholdingFederal and state requirements can be challenging to manage. As they become more complex, the risk of noncompliance increases.UnlimitedWe track state, country of residency, and certification requirements for security holders.
EscheatmentState requirements are constantly changing. Managing remittance and eligibility can be cumbersome and costly.Unlimited (states are becoming increasingly aggressive in assessing fees for late and inaccurate reporting) As a stock transfer agent and bond paying agent, we have the capabilities and systems to manage the escheatment process, eligibility, and remittance for you.
Wells Fargo will work with you to tailor an agreement that meets your escrow needs. Our experienced regional representatives can administer your escrow accounts, delivering quick results that meet your deadlines.

Business escrows Show Details

 
We work with clients in a variety of situations, including those involved in
  • Mergers and acquisitions
  • Asset purchases
  • Raising investor capital
  • Settling or appealing litigation
  • Cross-border transactions
  • Set-aside accounts required by federal or state regulations
  • Real estate transactions
  • Environmental actions
Wells Fargo’s typical business escrow holds assets of at least $2 million. Our skilled professionals can administer a variety of escrow types including:
  • 1031 Like Kind Exchanges
  • M&A holdback and indemnity
  • M&A paying/exchange agent
  • Asset purchases
  • Public-private subscription offerings
  • Pre-payment and deferred income
  • Regulatory
  • Environmental
  • Intellectual property
  • Litigation
  • Work guarantee
  • Performance
Opening an escrow with us is easy. You can use one of our standard escrow agreements, or we can work with you to customize an agreement that meets your needs. Then, we’ll work with you to complete the process by:
  • Providing you with the customer information form to meet the requirements of the U.S. Patriot Act and the Bank Secrecy Act
  • Assigning a dedicated escrow professional to work with you
  • Negotiating the escrow documents to the satisfaction of all parties involved
  • Closing the escrow agreement in a timely manner

Contact us

For more information, speak with your relationship manager, locate a regional representative (PDF*), or contact us.
 
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  • † Investment and Insurance Products:
  • NOT FDIC-Insured
  • • NO Bank Guarantee
  • • MAY Lose Value
** IRC §6721 and §6722