We will serve as escrow agent for transactions between two or more corporate entities where a third party agent is needed to hold assets during a transaction. A large variety of situations will be the norm for businesses which require this service and assets may vary such as cash, invested funds, securities, physical assets, documents or source codes.
State and local governments and their agencies as well as other controlled entities often acquire equipment and other assets through lease transactions rather than buying assets outright. We serve as escrow agent to hold and invest the funds necessary to acquire the equipment and assets financed by the lease.
We serve in an agency capacity with respect to debt obligations of either corporate or municipal entities. We will maintain the records of the bondholders, process transfers, collect debt service funds from the obligor and remit funds to the bondholders.
We will serve as corporate bond trustee under a trust indenture. We serve as stakeholder between the investors and the obligor. We will insure that the obligor remits payments, enforce the requirements and covenants of the trust indenture, and, in the event of a default, protect bondholder interest.
Similar to a corporate bond trustee, we hold and invest the proceeds of the bonds in permitted investments and disburse proceeds in accordance with the trust indenture. We also collect repayment of the debt from designated repayment sources and remit funds to the bondholders when due. In the event of a default, we will protect the interests of the bondholders by enforcing document covenants.
We will hold collateral on behalf of lenders as security, and the borrower will grant a security interest to us. We will safe-keep the collateral for the secured party named in the UCC filing, monitor all necessary administrative and compliance items under the loan agreement and enforce all covenants and obligations of the borrower.
We will serve as paying and/or disbursing agent in connection with corporate acquisition transactions. We distribute letters of transmittal to the shareholders of the company to be acquired, and receive the completed letters for inspection and accuracy. We collect and cancel the shares of the acquired company and remit the purchase price to the shareholders.
There are many situations where private holders of securities wish to restructure or liquidate a portfolio of securities without an actual sale of the securities. Securities are deposited in trust and the proceeds of those securities are pledged to pay new securities issued by the trustor. The trustor may retain a residual interest in the securities. We will hold the pledged securities, collect the proceeds when due and serve as paying agent for the investors for the new securities.
Changes to the financial regulatory environment have caused banks to deleverage, leading to increased activity and growth in alternative forms of direct lending from asset managers, business development companies (BDCs) and others who require third party loan administration. We can serve bilateral and syndicated loans, term loans (fixed and variable), unitranche and mezzanine structures, and will operate as either a named agent or on a private label basis.
Hedge funds utilize a segregated/control account to assure that the assets are off the balance sheet of a counterparty and that they are protected. Any investment of cash or securities is held in the name of the client or in our name as agent for the client, providing additional protection. We provide transparent reporting to the hedge fund and the counterparties.
A tender/exchange/paying agent is generally appointed in connection with a corporate reorganization or stock buy-back transaction. We will assist the corporation in distributing the offer to current securities holders, receiving and inspecting communications from the current holders either accepting or rejecting the offer, exchanging stock for new stock or paying the tender price to the securities holders.
This agency appointment facilitates a client’s commercial paper, short-term note and certificate of deposit programs, allowing the client access to DTC in order to distribute and settle its paper. Our duties include assignment of CUSIPs, issuing the paper at DTC, as well as settlement and movement of funds at issuance and maturity.
We can assist underwriters and issuers, which do not have direct access to DTC and need a partner to help clear and settle new securities issues. We will assist in the creation of the securities at DTC, collection of settlement instructions from the investors, delivery of the securities to the investors and will settle the required payments. Funding can be either from the underwriter or the investors prior to settlement of the security.
We will serve as custodian for individuals, corporations, municipal entities, mutual funds, investment companies or any other institutions needing an agent to hold and safeguard assets. We segregate the assets of each client on our books so that the assets are clearly identified and secured as belonging to a particular client. Generally, we act at the direction of the client in regard to any movement or trading of the assets.
We, as successor trustee, will serve as the investors’ representative to enforce the rights and remedies provided under the Trust Indenture when an Obligor/Borrower has defaulted in its obligations under the Indenture. Various instances may arise where a successor trustee is needed in a default situation. The original trustee may have a conflict of interest due to a lending position; the prior trustee may not have the expertise to handle the duties that the situation may require; or investors may simply want to remove the current trustee. The standard of care is higher, post-default, for the bond trustee. Duties of the trustee include exercising rights on collateral, engaging counsel to represent the interests of investors, and possibly accelerating the debt.