Continental Stock Transfer & Trust Company is an authorized escrow agent by virtue of our charter as a New York State banking institution. As one of the country’s largest stock transfer agents, we provide a diverse selection of cash and share escrow services in support of our thousands of public and private transfer agent and paying agent clients, as well as from a broad group of referring law firms and financial institutions. We are overseen by both the Securities and Exchange Commission and the New York State Banking Department.

As a paying agent, Continental provides cash and stock payment services in support of M&A activity that will often call for the inclusion of working capital, indemnity, tax or other related escrow structures. These escrow opportunities may call for holding cash in a variety of currencies or securities and when downstream distributions are necessary to perhaps hundreds or thousands of depositors. Continental has a professional staff providing unparalleled personalized, attentive services, backed by state-of-the-art bank account services to meet the fast-paced demands of our clients.

This capability is particularly important to our Special Purpose Acquisition Company (SPAC) business where we manage the transfer agency and trustee services for over 90% of the companies brought to market. Each may require one or more escrow accounts — sale of sponsor warrants, a private investment in public equity (PIPE) issuance to backstop the business combination, indemnity escrow for the target, etc. — during its life as a SPAC.

Continental has the compliance, payment processing, call center, tax reporting infrastructure — and a deep bench of experience — needed to smoothly handle the entire operation.

Continental also has an active practice in providing escrow accounts to support public and private raises. We accept investor deposits, perform as-needed cash reporting either in-person or through direct client online access and efficiently initiate closing payments upon receipt of final instructions. Our account opening and compliance procedures are efficient and are generally completed within one day. We can perform these cash services whether or not we are the transfer agent of record for the issued securities.

Continental uses JPMorgan Chase Bank, NA to hold all of its escrow deposits in individually segregated accounts. We use the bank’s JPMorgan ACCESS platform and, as such, have full control over the entire process, from account opening and diligence review to account management, investment and final disbursements.

Combined with our dedicated escrow account managers, same-day closings and fast turnaround wire transfer capabilities, Continental’s escrow service offerings provide the deal team with the tools and flexibility so important in a fast-moving business environment.

Written by Francis Wolf, VP & Assistant Secretary – Trust & Corporate Action Services