The value of engaging a professional paying and exchange agent

Consider these value-added benefits when selecting an agent to keep your transaction on track.

Tags: Acquisition, M&A
Published: September 16, 2019

A paying and exchange agent that specializes in private target mergers and acquisitions (M&A) can provide critical resources to support efficient transaction administration. A specialized paying and exchange agent can cost-effectively help the buyer fulfill its duty to pay selling shareholders while collecting relevant documents that protect the buyer’s interests. An agent also helps the selling shareholders by quickly facilitating payment and actively troubleshooting obstacles.


Comprehensive services add strength and flexibility to your deal team

Each acquisition of a privately held company is different. The services needed to support a deal can range from a comprehensive suite to one-off requirements. Needs can change quickly as the precise details of the shareholder base are uncovered. If the demands of the transaction increase, an experienced, full-service agent can help prevent the timeline from extending.

Your deal team is strengthened when you engage a specialized paying and exchange agent. When needs arise, your agent should have the capacity and experience to:


  • Identify and resolve potential issues and discrepancies with collaboration and transparency

  • Furnish industry-proven templates, letters of transmittal (LOT), affidavits and allocation schedules

  • Respond to inquiries and review draft documents in a timely manner

  • Provide printing and mailing services

  • Receive, track (time stamp where applicable), review and reconcile documents received from shareholders, including LOTs, certificates, affidavits, and W-9 and W-8 forms

  • Promptly facilitate payment of initial consideration, working capital adjustments, escrow breakages and earn-outs

  • Exchange surrendered securities (common, preferred, vesting options, warrants and loans) for cash, stock, or cash and stock

  • Coordinate 1099-B tax reporting, often in multiple years

  • Complete funds reversion and escheatment


A specialized team provides efficiency to your transaction

The most efficient paying and exchange agents have a specialized team dedicated to meeting the needs of your clients, whether they are buyers or sellers.



The most efficient paying and exchange agents have a specialized team dedicated to meeting the needs of your clients, whether they are buyers or sellers.



The administration and payment of consideration on your deal should not be handled as a one-off project; rather, it should be placed with a team whose core focus is M&A payments.

Some of the advantages of working with an experienced and committed M&A payments team include:


  • A dedicated professional providing one-on-one support to the transaction, plus customer service phone lines and a specific email and mailing address for sellers seeking assistance

  • Pre-closing preparation reinforced by insights from previous successful transactions to reveal common obstacles and efficiencies

  • Proven systems, processes and resources prepared to process heavy volumes of work on key days, such as on or near the closing date

  • Prompt review and reconcilement of shareholder submissions to ensure quick turnaround of payments and follow up when necessary

  • An understanding of the best practices and nuances of complex deals that might include payment of stock consideration or foreign currencies

  • A successful track record working with multiple stock transfer agents to foster efficient coordination with the buyer and its stock transfer agent


At U.S. Bank, our specialized M&A payments team delivers the expertise and efficiency necessary for a successful transaction. Integrated with our core escrow business, these teams provide end-to-end support of private M&A transactions. Click here for more information on our comprehensive escrow services.