To mitigate transaction risk, J.P. Morgan offers Holdback accounts, enabling clients to place a portion of the purchase price in escrow until the terms of an agreement are satisfied. Holdbacks offer a way for the buyer to seek claims for false representations or breaches of warranty. J.P. Morgan will manage all claims on the account in accordance with the agreement terms.
Escrow Services
Global risk management for critical transactions.
Escrow services
Risk reduction is top of mind in any global transaction. That’s why so many companies turn to J.P. Morgan for Escrow Services. Our global team of experts will help you develop an escrow transaction structure that will work for you. We act as an independent party to the transaction, holding assets in escrow and disbursing them quickly and securely according to the terms of the agreement.
As an escrow agent, J.P. Morgan offers
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Escrow experts
A dedicated team of experienced professionals around the world offer flexible solutions for a wide range of corporate transactions.
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Cross-border capabilities
From locations on five continents, our on-the-ground teams understand cross-border transactions in all major jurisdictions.
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Quick, reliable and responsive service
Agreements, claims, and disbursements are reviewed promptly and comprehensively by the Escrow Services team.
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Integrated solutions
Beyond escrow services, J.P. Morgan offers a variety of investment, foreign exchange and payment services to support the transaction.
Mergers & acquisitions
We offer a range of Escrow services to support M&A transactions around the globe, including Holdback Escrows, Good Faith Deposits and Paying Agent Services.
2022 M&A holdback study
Insight into the typical components of 2,610 unique M&A transactions, including details on the percent of purchase price placed in escrow, strategic versus financial buyer differences, sector differences, escrow termination periods and transparency into claim types and payouts.
J.P. Morgan offers Good Faith Deposits, which hold a portion of the transaction purchase price in escrow to help buyers and sellers facilitate bidding and comply with regulations. J.P. Morgan can also distribute termination fees from the escrow funds if the transaction is cancelled.
Regulations in certain jurisdictions – such as the Takeover Codes of Hong Kong and the United Kingdom – require confirmation from the advisor in an M&A deal that resources are available to move the transaction forward. J.P. Morgan provides the financial advisor the assurance that funds will be available and segregated throughout the duration of the offer.
J.P. Morgan offers buyers escrow accounts for deposit of the full transaction purchase price to centralize funding sources and hold liquid funds before closing. We also provide a variety of services to facilitate the transaction:
Closing Agent escrows – These escrows facilitate the exchange of the company stock from the seller for cash payments from the buyer.
Paying Agent services – J.P. Morgan disburses funds to the selling shareholders directly from an escrow account. We can efficiently manage all aspects of the process, from inspecting presentations and share certificates, to resolving issues and promptly paying shareholders.
Debt capital markets
We offer escrow solutions for corporate and private equity entities issuing bonds or receiving loans.
J.P. Morgan provides corporate and private equity firms with escrows that segregate bond and loan proceeds and can be used for a variety of transactions, including construction projects or acquisitions. J.P. Morgan's services can also help mitigate the risk of proceeds being used for unintended purposes.
J.P. Morgan can hold assets in escrow as collateral for loans to help mitigate the risk of default for the lender.
Bonds and loans example
Proceeds placed in Escrow to:
Mitigate risk of M&A closing (or not closing) after the bond/loan issued
Make good faith deposits
Ringfence pending regulatory approval
Proceeds released from Escrow to:
Use for purchase, or
Return to investors/ Lenders (plus accrued/unpaid interest) if close does not go through
Funds placed in Escrow to:
Hold coupon or interest payments per covenants/agreements
Make payments to lenders, or to bond trustee for distribution to bond investors
Litigation
J.P. Morgan offers class action lawsuit and settlement appeal escrow solutions for corporate clients.
Class-Action Lawsuit
J.P. Morgan can establish an escrow or "qualified settlement fund" at the conclusion of a class action lawsuit to hold the settlement amount on behalf of the defendants. We work closely with the claims administrator to initiate payments to the class members of the settlement.
Judgement Appeal
During the course of an appeals process, defendants may be asked by the courts to deposit some or all of the potential award into an escrow account. J.P. Morgan offers escrows to hold these funds, giving plaintiffs and defendants the assurance that funds will be available upon the court ruling.
Cross-border transactions
We offer a sophisticated level of in-country support along with foreign exchange services in 135 currencies.
A global network
When you execute global transactions with our Escrow Services team, you tap into an integrated network of escrow specialists in the U.S., Europe, Asia and Latin America who have extensive experience in cross-border escrow solutions and can help you understand local nuances affecting your escrow transactions.
Responsive service
To help reduce the complexity of cross-border escrow transactions, J.P. Morgan can provide dozens of standard contract templates – valid for a variety of jurisdictions and governing laws – that can be customized to specific structures.
A dedicated team
Our team of more than 100 professionals worldwide is solely dedicated to escrow and is ready to assist you with your transaction needs anywhere, anytime. We can help coordinate across time zones and jurisdictions, and help minimize cross-border transaction risk.
Learn more about J.P. Morgan Escrow Services.
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J.P. Morgan is the marketing name for the Treasury Services business of JPMorgan Chase Bank, N.A. and its affiliates worldwide. The products and services described herein are offered by JPMorgan Chase Bank, N.A. or its affiliates subject to applicable laws and regulations and service terms. Not all products and services are available in all locations. Eligibility for particular products and services will be determined by JPMorgan Chase Bank, N.A. or its affiliates.