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Frequently Asked Questions

Get answers to frequently asked questions about SRS Acquiom, our products and solutions.
Frequently Asked Questions

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  • What does a shareholder representative do?

    The shareholder representative manages post-closing matters on behalf of the selling shareholders. When SRS Acquiom is retained as the shareholder representative, our in-house professionals evaluate, negotiate, and settle claims asserted by the buyer (or a third party) during the post-closing period. We also handle all customary post-closing administrative tasks related to the post-closing that are part of virtually all M&A transactions.

    In addition to managing disputes, we work with the paying agent to distribute post-closing payments to the securityholders in accordance to the merger agreement, and we serve as the primary point of contact for any securityholder questions.

  • How can SRS Acquiom be as neutral as a typical escrow bank?

    SRS Acquiom offers a comprehensive payments administration and escrow service solution, and the two engagements (payments and escrow) are governed by a payments administration agreement and escrow agreement, respectively, entered into by the deal parties and SRS Acquiom. Without any additional effort or cost to the deal parties, SRS Acquiom arranges for the escrow funds to be held at a top-tier banking partner. The terms of the escrow agreement dictate exactly how and when escrow funds can be released. SRS Acquiom will release escrow funds only upon receipt of joint written instructions from both the buyer and seller’s representatives (or if instructed to do so by a court of law) — standard practice in all escrow and paying agent contracts. This ensures the neutrality of this key part of the process. SRS Acquiom allows the shareholder representative to remain independent of the payment process, except when discharging its duties to consent to releases and to provide joint instructions.

  • Must I use SRS Acquiom Clearinghouse to complete my Letter of Transmittal?

    SRS Acquiom Clearinghouse is a secure, online platform where you complete your Letter of Transmittal (LOT) in order to receive a payment related to your transaction for which SRS Acquiom has been hired as payments administrator. Completing your LOT through Acquiom Clearinghouse greatly increases the speed at which you receive payment, but you may opt to complete the process offline as well. Simply refer to the unique URL you received via email to setup your Acquiom Clearinghouse account to download and print a paper copy of your LOT.

  • What post-closing payroll information must buyers maintain?

    Employees who worked for the target company, even if hired initially by the buyer, may at some point no longer work for the buyer. Normally, a company does not maintain up-to-date information on former employees. However, if a buyer takes on the responsibility to make future distributions such as escrow releases or earnout payments, then buyers must keep track of their former employees. Buyers who use the SRS Acquiom Compensation Payments are not required to maintain up-to-date records for former employees. When former sell-side employees move, change their address or their payment instructions, SRS Acquiom updates corresponding records to ensure that payments and tax forms are properly delivered. SRS Acquiom Compensation Payments greatly simplifies payments administration by freeing buyers and sellers from these burdensome and complicated responsibilities.

  • Why should I use SRS Acquiom® Compensation Payments?

    SRS Acquiom Compensation Payments is a hassle-free solution for handling M&A payment processing for payments to option holders and others that must be treated as a taxable employee compensation. We offer accurate tax withholding and reporting, easy record retention, and a scalable, hassle-free way to manage these payments. This is one component of the industry’s only comprehensive M&A payments administration service.

  • How does SRS Acquiom know whom to pay and how much?

    SRS Acquiom will provide the target company (or buyer, as appropriate) a spreadsheet template or a special Letter of Transmittal (LOT) form. This is completed by the payees or by the target company with the information needed to pay payees (or employees if SRS Acquiom Compensation Payments is selected). For compensation payments, In most cases, the requested information is quickly obtained from the company’s payroll system via export.

  • How is withholding calculated?

    SRS Acquiom calculates withholding based on the nature of the payment, current tax tables, and W-4 elections of the employees/payees. If a Form W-4 is not provided, a default Single-0 withholding rate is used.

  • Will Form W-2s be sent to the payees/employees?

    Yes, SRS Acquiom will deliver a Form W-2 to each employee/payee for any payments made during the tax year.

  • What is the impact of additional FICA withholding on employee/payees?

    Excess FICA deductions are applied to an employees’ general federal income tax liability. Employees have a few options with respect to any FICA over-payment. They can reduce their withholding elections for future income by submitting a new W-4 to their current employer, they can claim the excess payment on their Form 1040 when filing their tax return, or they can let the overpayment help pay for their general federal income tax liability.

  • Who has legal responsibility for remitting the taxes to the IRS?

    SRS Acquiom assumes legal responsibility for properly remitting tax amounts to the right tax authorities when SRS Acquiom Compensation Payments is used.

  • Will SRS Acquiom file an IRS Form 941?

    Yes, SRS Acquiom will file a quarterly Form 941 under the business name and with the taxpayer identification number of Acquiom Employee Solutions, Inc. This will include a Schedule R detailing payments made on behalf of each target company or buyer.

  • Will SRS Acquiom remit the withholdings directly to the taxing authorities?

    Yes, SRS Acquiom remits the employee withheld taxes and employer payroll tax obligations directly to the appropriate federal, state and/or local taxing authority.

  • Whose taxpayer identification number will appear on the employee/payee’s Form W-2?

    Acquiom Employee Solutions, Inc.’s taxpayer identification number will appear on the employee/payee’s Form W-2.

  • How is the employer portion of the payroll taxes funded?

    As soon as SRS Acquiom knows the payment amount and payment type to be made to the employees/payees (from data provided by the company), we calculate the appropriate withholding along with any corresponding employer payroll tax obligations. Once the employer payroll tax obligation is known, SRS Acquiom provides that number to the target company and/or buyer (as appropriate in each deal) along with wire instructions for the paying account where the employer payroll obligations are to be deposited. When the payroll tax obligations are received, we will cause the net amounts to be paid to the employees/payees and taxes remitted to the appropriate taxing authorities.

  • Why don’t seller or buyer payroll departments handle payments to option holders?

    Seller payroll departments don’t typically handle payments to option holders because they often lack the necessary expertise, or do not have payroll systems that are able to process merger consideration to those receiving compensation-based payments. Buyers often assume responsibility to make sure the reporting is done correctly, a costly and time-consuming task. When buyers remain involved (either directly or indirectly) for every post-closing payment, it’s a responsibility they will have for many months.

    SRS Acquiom Compensation Payments greatly simplifies payments administration by freeing buyers and sellers from these burdensome and complicated responsibilities.

  • Can SRS Acquiom as the payments administrator handle option holders?

    Yes, SRS Acquiom Compensation Payments, an add-on service, greatly simplifies payments administration by processing post-closing employee compensatory payments to option holders including running the payroll file, calculating withholding, remitting withholding to the governing tax authorities and paying the net amount to the option holders.

  • Why do buyers have to worry about post-closing payments?

    Buyers are typically responsible for post-closing payments when an escrow is released several months or years after a transaction closes, because often only the buyer remains. The seller’s payroll department is either no longer in existence or the vendor relationship previously responsible for seller payroll has been terminated. In order to make post-closing payments such as working capital adjustments, escrow releases or earnouts, the buyer payroll department must recreate payroll records and make these payroll payments to people who are no longer employees. Buyers must generate the proper tax forms, calculate and make tax withholdings, send withholdings and documents to the IRS, and then pay and provide Form W2s to shareholders who have never actually been employed by the buyer. SRS Acquiom Compensation Payments greatly simplifies payments administration by freeing buyers and sellers from these burdensome and complicated responsibilities.

  • What IRS reporting and liability does a buyer assume?

    In addition to the administrative burden of actually handling payroll for non-employees, the buyer must create the Form W2, generate the Form W2 for the holder, calculate and make tax withholdings, and remit withholding amounts to governing tax authorities if managing employee payments on their own. This can quickly become a liability if not handled correctly. SRS Acquiom Compensation Payments greatly simplifies payments administration by freeing buyers and sellers from these burdensome and complicated responsibilities.

  • What deals qualify for SRS Acquiom Compensation Payments?

    In order for a transaction to qualify for SRS Acquiom Compensation Payments, the recipient's compensatory payments must be subject to US employment tax withholding and reporting. SRS Acquiom Compensation Payments are designed to cover any payments of merger proceeds that are related to an individual’s employment with the selling company. We can also pay independent contractors, board members, and others as vendors through SRS Acquiom, generally.

  • How does SRS Acquiom work with securityholders?

    As the securityholder representative, we represent the interests of the selling securityholders in post-closing matters. An Advisory Committee is appointed as part of the merger agreement, which is often comprised of some or all of the selling company board members. We work with this board to address any post-closing issues that may arise, such as working capital adjustments, claims against the representations and warranties presented in the merger agreement, or management of earnouts or earnout disputes. We are also available to assist you with any questions about claims, earnouts, distributions from the escrow, and general tax questions. The SRS Acquiom Client Services Team is available at [email protected] or 303.222.2080.

  • What is SRS Acquiom Clearinghouse?

    SRS Acquiom Clearinghouse is a secure, online system  where you can electronically complete your Letter of Transmittal (LOT) in order to receive payment related to a transaction for which SRS Acquiom has been hired as payments administrator or for our enhanced stockholder solicitation service.

  • Is SRS Acquiom Clearinghouse secure?

    We understand the sensitive nature of M&A operations and the critical need to protect shareholder information. We employ a multi-faceted approach that includes leveraging best-of-breed cloud infrastructure, adhering to industry standards to manage our network, securing our web and client applications, hiring the right people, and setting stringent policies across our organization.

    Learn more about SRS Acquiom Clearinghouse’s Complete Technology & Process Security here. Learn more about SRS Acquiom’s Privacy Policy here.

  • Is E-sign enforceable in every state?

    Yes. SRS Acquiom Clearinghouse is in compliance with the federal e-sign act as well as the Uniform Electronic Transactions Act at the state level.

  • What makes SRS Acquiom Clearinghouse E-signatures enforceable?

    Immediately after we verify the identity of a new user, he or she agrees to our standard terms and conditions, which contain the typical e-sign provisions from the E-Sign Act. When users later e-sign, they type in their email and password, which satisfies the concept of “intent to sign” (i.e. a party must do an affirmative act when e-signing to show intent, like type in name or password or click a button, etc.).

    Before that, we execute processes to comply with the UETA regarding signer attribution (E-Sign Act does not address this). UETA states that a signature is attributable to a person if it is an act of that person (including the actions of his or her human or electronic agent), and that act may be shown in any manner. If a security procedure is used, its efficacy in establishing the attribution may be shown. Typical deployments verify the signer’s identity using an email address as a unique identifier, but additional methods are available, including a one-time password or knowledge based authentication.

    We send an invitation to an email contact provided by the buyer or seller. This email address is used as a unique identifier and then the user goes through knowledge-based authentication to establish that we are dealing with the proper party.

  • How does SRS Acquiom Payments Administration work?

    Before an M&A transaction closes, the parties engage SRS Acquiom to serve as payments administrator and escrow agent (escrow deposits are held with an SRS Acquiom top-tier banking partner) through a single engagement process and agreement – all seamlessly coordinated by SRS Acquiom. At closing, buyers simply wire the merger consideration to a payments account set up by SRS Acquiom that are then disbursed or held in escrow in accordance with the terms in the merger agreement. The merger parties provide closing instructions via a flow of funds spreadsheet. SRS Acquiom administers all shareholder and third-party payments and escrow funds pursuant to the terms of the agreement.

    SRS Acquiom’s services include managing the shareholder solicitation process (e.g. letter of transmittal and tax forms collection), electronic distribution of proceeds, payments of closing transaction expenses to third parties, tax reporting, and lost shareholder investigation. Simplified processes and experienced M&A professionals save merger parties significant time, expense and hassle.

    Distributions to shareholders or third parties are made only upon written instruction from the merger parties, and, with respect to releases of escrow funds, pursuant to the escrow agreement.

  • How does SRS Acquiom improve the reliability and accuracy of data used for processing payments?

    One important reason why our online platform, SRS Acquiom Clearinghouse, improves the reliability and accuracy of data used for processing payments is because shareholders enter data directly into the payments system and validate its accuracy. There are no errors introduced by third parties transcribing data from paper to system.

  • Where do I find the certificate number if I don’t have a physical certificate?

    SRS Acquiom Clearinghouse uses one of your certificate numbers and the corresponding number of shares to confirm your identity when creating your SRS Acquiom Clearinghouse account. If you were not issued a physical certificate by the selling company, you were probably given an investment confirmation via email or a letter that indicates the certificate number, or a number resembling a serial number, for the shares issued to you. If you did not receive anything with this information, please contact the selling company’s finance, legal, or securityholder relations team to obtain your certificate number and corresponding number of shares represented by that certificate. The selling company’s transfer agent may also be a resource for obtaining this information.

    If you were issued a physical certificate, but have lost it and the information that was on it, please contact the selling company’s finance, legal, or securityholder relations team to obtain your certificate number and corresponding number of shares represented by that certificate.

  • Are SRS Acquiom and the escrow bank independent?

    Yes. SRS Acquiom partners with top-tier banks and financial institutions to deliver improved escrow solutions, but SRS Acquiom and the banks are not affiliated in any other way. SRS Acquiom acts as escrow agent and payment administrator on behalf of the parties in merger and acquisition transactions. While merger parties contract with SRS Acquiom directly for escrow services, our banking partners act as the depository for escrowed funds. Our key points of difference largely center around M&A expertise and efficiency, including simplified forms, quick responses, fast payments, and proactive communications with securityholders. In short, our team greatly improves the administrative aspects of the escrow and payments process.

  • What do I do with my certificate?

    While SRS Acquiom Clearinghouse does not typically require the submission of your physical certificate, it is recommended that you mark it cancelled and then keep the original for your records. If your deal requires the submission of a physical certificate, we will let you know, and provide instructions on where to send it. Once you have received final payment, you may destroy the certificate or keep it for your files. If a payment administrator other than SRS Acquiom is overseeing your transaction, please refer to your Letter of Transmittal and accompanying documentation for instructions, as many other payment administrators require that certificates be mailed in before you will receive your closing payment.

  • Will my certificate have any value after closing?

    A physical security certificate will not have any value after closing, but you should not transfer it, or allow it to be possessed by others. While SRS Acquiom Clearinghouse does not typically require the submission of your physical certificate, it is recommended that you mark it cancelled and then keep the original for your records. If your deal requires the submission of a physical certificate, we will let you know, and provide instructions on where to send it. If a payment administrator other than SRS Acquiom is overseeing your transaction, please refer to your Letter of Transmittal and accompanying documentation for instructions, as other payment administrators may require that certificates be submitted before you will receive your closing payment.

  • How is it possible for SRS Acquiom to provide better service and improved escrow economics while charging fewer fees?

    SRS Acquiom reduces escrow costs by improving efficiency in the entire M&A post-closing process and by economies of scale generated through the large volume of merger deals on which SRS Acquiom is engaged. The insights from extensive experience with escrow claims allow for better management of escrow funds. SRS Acquiom has been able to negotiate favorable escrow and banking services terms with top-tier banks, and these are then shared with the merger parties through lower engagement fees and favorable deposit terms.

  • Are SRS Acquiom and the escrow bank independent?

    Yes. SRS Acquiom works with top-tier banks and financial institutions to design and deliver improved escrow solutions, but SRS Acquiom and the banks are not affiliated in any other way. SRS Acquiom acts as escrow and payment administrator on behalf of the parties in merger and acquisition transactions. SRS Acquiom’s key points of difference largely center around M&A expertise and efficiency, including functions such as the simplifying required forms, speeding up response, timeliness and avoidance of delays in issuing payments, and proactively contacting un-presented shareholders. In short, SRS Acquiom’s team greatly improves the administrative aspects of the escrow and payments process, and the escrow bank ensures the neutrality needed when releasing funds.

    Escrow funds are held by the escrow bank as trust funds, or moved to fiduciary accounts when available for distribution to shareholders. Neither SRS Acquiom nor any SRS Acquiom affiliates is, or is acting in the capacity of, a bank or money transmitter. SRS Acquiom and the escrow bank have extensive interaction throughout the post-closing process while ensuring seamless delivery of services, but each performs its role independently of the other. Clients get the best of both worlds: a dedicated administrator staffed by M&A specialists who provide an exceptionally high level of service and a top-tier banking institution that holds funds securely and provides highly efficient treasury and electronic payment services.

  • How do I update my contact information?

    If we are engaged as the shareholder rep on your deal and you have any changes to your contact or payment information, please complete this form and SRS Acquiom will update our records, as well as notify other service providers on your transaction, as applicable.

  • What is an escrow fund and why were proceeds held back in this account?

    Many M&A transactions are structured such that a portion of the purchase price is set aside in an escrow account for some period of time after the closing. A typical deposit amount is 10-20% of the purchase price; most escrow periods range from 12 to 24 months. During the post-closing escrow period, the buyer may assert claims for losses that it believes are recoverable from the escrow, often because of a perceived breach of the representations and warranties in the merger agreement. Part of the job of the shareholder representative is to defend such claims on behalf of the selling shareholders.

    Once the escrow period has expired, the balance of the escrow account is distributed to the shareholders who contributed to the escrow account.

  • Can I get my escrow balance now?

    Unfortunately, escrow funds cannot be released to any selling securityholders until the predetermined escrow expiration date, as escrows do not represent guaranteed funds. They are similar to a check that hasn’t cleared; the money is not available even though you can often see it in your account.

  • What is the difference between a “Paying Agent” and an “Escrow Agent”?

    Generally, the buyer pays merger consideration, withholds taxes and completes tax reporting as required. In many deals, buyers hire paying agents to facilitate these processes. Paying agents will act as an exchange agent, verify ownership, collect shareholder payment instructions, and receive W-9 or W-8 tax forms.

    Issues can arise when the parties decide to use an escrow agent that is not the paying agent, or they establish accounts with different divisions of the same bank. The escrow banking relationship is a separate legal relationship from the paying agent relationship – even when the same bank is performing both roles. The paying agent agreement is typically only between the buyer and the bank. The escrow relationship is a three- way relationship between the buyer, the shareholder representative and the bank. For customers’ security, banks do not share information between accounts. Because of this, escrow agents often need to re-collect payment instructions from each shareholder and also independently gather tax forms. In cases where the escrow agent isn’t the exchange agent, it could be unsure if all shareholders have submitted their share certificates and letters of transmittal to participate in the M&A transaction. Having to re-verify and re-collect this information may delay payments.

  • How are expense funds held by SRS Acquiom?

    All client expense funds are held on deposit at highly rated banks in normal depository accounts with daily funds availability. Client funds are not invested in securities, such as commercial paper, bonds or stocks. Furthermore, SRS Acquiom structures clients’ expense funds in a way that allows our clients to get the full benefit of pass-through FDIC insurance, providing risk coverage of up to $250,000 per beneficial owner. So while a specific expense fund might be $1 million, if the largest shareholder owned only 20% of the company, then all shareholders would be 100% covered by FDIC insurance.

  • What are “expenses paid” from my expense fund?

    “Expenses paid” are deductions from an expense fund that is set aside out of the purchase price at closing for expenses that might be incurred during the post-closing period. Such costs typically include legal or accounting fees that are incurred to protect shareholders’ interests when a dispute about the escrow arises.

  • What is “Interest Earned” on my escrow, and how is it calculated?

    Deal parties may elect to have escrowed funds held in an escrow account that earns interest at market prevailing rates. As escrow agent, SRS Acquiom administers the escrow account, including tracking interest, if any, pursuant to the terms of the escrow agreement. If you would like to know the interest rate or any other information pertaining to funds held back after closing, please contact our Client Services Team.

  • Will escrow deposits be available when needed?

    The escrow funds are available to the merger parties when there is a payout required under the merger agreement. There are no delays, and no advance notice required. The seller and buyer parties maintain the same level of control over disbursements from the escrow.

  • I received my closing payment, but less money than I was expecting. Why?

    There are a few common reasons why you may have received less than you were expecting. First, some disbursements are subject to tax withholding. This could be caused by your status as an employee of the selling company, the escrow bank may be missing a W-8 or W-9 tax form that was required, or a variety of other reasons. Second, it is very common for buyers to deposit a portion of the purchase price into an escrow fund. An escrow fund allows the buyer to recover money that may be due to it under the merger agreement without having to file a lawsuit in order to get it. A buyer may be entitled to money back for a variety of reasons. For instance, the buyer could suffer damages if something represented by the selling company turned out to be false. Residual funds remaining in escrow at the end of the term will be disbursed to former stockholders of the selling company according to their pro-rata portions. A typical timeline for the distribution of funds after an escrow expires can be found here.

  • What is a claim and how does it impact my escrow?

    A claim is an issue brought forth after closing by the buyer or a third party. Claims can be the result of a perceived breach in the representations and warranties outlined in the transaction agreement. When a claim is presented, a dollar amount is specified and that amount of the escrow must be set aside until the claim is resolved. If the release date passes while there is still a pending claim, the remaining money will be distributed accordingly within 7-10 business days of the release date. Once the claim is resolved (and assuming there are funds still to be distributed from the money set aside), a new release will occur and funds from the secondary release will be distributed within approximately 7-10 business days of the claim resolution. Your revised release amount is based on your pro-ratas as stated in the transaction agreement. To view a typical escrow release timeline, click here.

  • What is a Purchase Price Adjustment (PPA) or Working Capital Adjustment?

    A purchase price adjustment (PPA) is a mechanism used by parties in private-target M&A transactions to confirm or true-up the value of the target business at closing. In most M&A transactions, the purchase price offered by the buyer is determined in part on the target company’s most recently prepared financial statements (usually from the end of the most recent quarter or fiscal year). Most PPA’s are based on categories such as working capital, net worth (or net assets) and EBITDA. In some deals, the buyer may adjust the purchase price based on the occurrence or nonoccurrence of certain events (for example, if the closing does not occur by a drop dead date).

    A working capital adjustment is a type of PPA that occurs when a PPA is based on the working capital (current assets minus current liabilities) of the target company, or a similar formula such as cash, net cash, or other related measurement.

  • What is a Letter of Transmittal (LOT)?

    The Letter of Transmittal (LOT) is used to exchange your securities in the selling company for merger consideration (i.e. the monetary value of your shares). The LOT is usually sent by the selling company’s counsel, or the appointed payments administrator (e.g., SRS Acquiom) following the close of the deal. For transactions administered by SRS Acquiom, we can provide a copy of your LOT on request.

  • Where do I find the certificate number if I don’t have a physical certificate?

    SRS Acquiom Clearinghouse uses one of your certificate numbers and the corresponding number of shares to confirm your identity when creating your SRS Acquiom Clearinghouse account. If you were not issued a physical certificate by the selling company, you were probably given an investment confirmation via email or a letter that indicates the certificate number, or a number resembling a serial number, for the shares issued to you. If you did not receive anything with this information, please contact the selling company’s finance, legal, or securityholder relations team to obtain your certificate number and corresponding number of shares represented by that certificate. The selling company’s transfer agent may also be a resource for obtaining this information.

    If you were issued a physical certificate, but have lost it and the information that was on it, please contact the selling company’s finance, legal, or securityholder relations team to obtain your certificate number and corresponding number of shares represented by that certificate.

  • What do I do with my certificate?

    While SRS Acquiom Clearinghouse does not typically require the submission of your physical certificate, it is recommended that you mark it cancelled and then keep the original for your records. If your deal requires the submission of a physical certificate, we will let you know, and provide instructions on where to send it. Once you have received final payment, you may destroy it or keep it for your files. If a payment administrator other than SRS Acquiom is overseeing your transaction, please refer to your Letter of Transmittal and accompanying documentation for instructions, as many other payment administrators require that certificates be mailed in before you will receive your closing payment.

  • What is a release date?

    An escrow release date, or escrow expiration date, is the last date on which new claims may be made by the buyer against the amount in the escrow fund. It is not the day that money is actually released to securityholders. Since claims can be made up until the last minute, the process (see a typical escrow release timeline here) to release funds to shareholders (assuming there are no pending claims) does not begin until the day following the release date. There is a small delay before the disbursement of funds as the escrow bank completes the process of getting final confirmation from the parties and sending the applicable checks and wires. The process leading up to distribution typically takes 7-10 business days.

  • If I’ve submitted materials to SRS Acquiom, why might I have to resubmit them to the escrow bank?

    When SRS Acquiom is engaged to provide comprehensive payment and escrow services, parties can submit information to SRS Acquiom one time. However, if SRS Acquiom is engaged for payments administration but is not serving as the escrow agent, the escrow agent may require parties to submit materials direclty to such agent. SRS Acquiom works to avoid this even when not hired as the escrow administrator, as having to re-verify and re-collect this information can delay payments.

  • Why is the price per share different than what I anticipated?

    SRS Acquiom manages the post-closing payment process of your deal and is not privy to the negotiations pre-closing, which would determine the price per share for all shareholders. If the selling price is different than what you expected, it could be a result of a negotiation between the board of the selling company and the buyer. The final purchase price can also be impacted by payment obligations to third parties, accounting adjustments, the application of liquidation preferences, the treatment of any escrow or other accounts, and similar factors. For more information on the final selling price for your specific transaction, please contact the selling company or selling counsel.

  • How do I update my payment information with SRS Acquiom and the escrow bank (when SRS Acquiom is not engaged as escrow agent)?

    If you have any changes to your contact or payment information, please complete this form and SRS Acquiom will update our records, as well as those on file with the escrow bank, even if we are not also engaged to provide those services. SRS Acquiom will contact you if the escrow agent will require you to make any updates with them directly.

  • If my payment is considered compensation, is it subject to possible income and/or payroll tax withholding?

    Yes, if your payment is considered to be compensation, which is often the case for payments made in respect of incentive stock options for example, your payment is likely subject to applicable income and/or payroll tax withholding deductions. In some cases, the payroll department for the company will make these calculations prior to issuing your payment. Whether SRS Acquiom has information about the withholding calculations depends on our role in your transaction. If we are shareholder representative only, we are not likely to have this information.

    Click here for a typical release payment timeline.

  • The escrow period has ended. Why haven’t I received my payment?

    The date of the escrow period’s expiration, commonly referred to as the release date or the escrow expiration date, is the last date on which the buyer can make claims against the escrow. Funds remaining in the escrow at the expiration date may continue to be held in escrow if the buyer made claims prior to expiration that have not yet been resolved. Money will be disbursed either to the buyer or the former stockholders as soon as such claims are finally determined. Additionally, even if no claims have been made, there is a short delay between the escrow expiration date and the date of the disbursement of funds as the escrow bank completes its process of getting final confirmation from the parties and sending the applicable checks and wires.

    A typical timeline for the distribution of funds after an escrow expires can be found here.

  • How will I be paid after my escrow release?

    The method of payment for an escrow release is negotiated between the buyer and the escrow administrator, and outlined in the Escrow Agreement. With that said, most escrow administrators (including SRS Acquiom) typically distribute the escrow funds via the method used for your closing payment, unless you have provided an update to your instructions. Some escrow banks will only complete payment using a certain method, so your escrow payment will not always match your closing payment.

    Click here for a typical escrow release timeline. To update your contact information or payment instructions, please complete this form.

  • What types of additional payments might I receive in relation to my transaction after the initial closing payment?

    Payments from an Escrow Account (Interim and Final): An escrow account is established at closing and is funded from a portion of the purchase price. The account is held with a top-tier banking parter of SRS Acquiom (or if SRS Acquiom is not the escrow agent, another escrow bank) to be used as a source of payment to the buyer in the event the buyer becomes entitled to indemnification or other post-closing recourse. After a specified period of time (the survival period) the balance of the escrow account is paid to the selling shareholders. Some transactions may include interim escrow releases, which distribute a portion of the escrow at predetermined times prior to the end of the survival period, subject to any claims against the escrow.

    Payments from a Buyer Holdback (Interim and Final): A holdback is a portion of the purchase price that is withheld at closing by the buyer to be used as a source of payment to the buyer in the event the buyer becomes entitled to indemnification. After a specified period of time (the survival period) any unused portion of the holdback account is paid to the selling shareholders. Some transactions may include interim holdback releases, which distribute a portion of the holdback at predetermined times prior to the end of the survival period, subject to any claims against the funds.

    Payments from a Purchase Price Adjustment: Many merger agreements provide for an adjustment to the purchase price shortly after the closing. The most common type of purchase price adjustment is a working capital adjustment. This occurs when the actual working capital (current assets minus current liabilities) of the target company is higher or lower than the amount of working capital that was estimated at the time of closing. While the timing of these adjustments vary from deal to deal, an adjustment usually occurs within 60 to 90 days after closing. In the event this adjustment results in a positive balance for securityholders, a working capital release will be processed.

    Payments from an Earnout: An earnout is a provision stating that the selling securityholders will obtain additional purchase price if the seller or surviving company reaches certain milestones, such as revenue targets or receipt of regulatory approvals.

    Payments from a Tax Refund: A tax refund payment is a distribution to former securityholders of a tax refund received by the target company.

    Click here for a typical release payment timeline.

  • Where do I get a copy of my 1099 (tax documents)?

    The entity responsible for making the payment reportable on an IRS Form 1099 (depending on the payment type, this may be SRS Acquiom in its capacity as the payments administrator, the buyer, or the escrow agent when reporting interested earned on the escrow) will distribute 1099s using the contact information on file for the respective payee. These documents will be automatically distributed when ready, but no later than February 15th.

    If you have any changes to your contact or payment information, please complete this form and SRS Acquiom will update our records, as well as notify other service providers on your transaction, as applicable.

  • What tax documents are necessary for employee shareholders?

    In some transactions employee securityholders share in the proceeds of the merger. Paying employee securityholders in a merger can get confusing. When distributions are made at closing (or post-closing for escrow releases and earn-outs) some employees receive their payments through the paying agent while others receive payment from the buyer, and still others receive payments from both. To add to the complexity, some employees get 1099-Bs while others receive W-2 tax forms, even after they leave the company.

    For assistance in determining what tax documents you require, please contact our Client Services Team, or contact your company’s payroll administrator.

  • How do I determine the cost basis for my investment?

    SRS Acquiom only manages the post-closing payment aspects of the transaction; we are not privy to any details regarding the cost of your security. We suggest contacting the legal counsel or other members of the management team for the company in which you invested. Should you have questions about the tax implications associated with the cost basis, we recommend you consult your personal financial advisor, tax accountant, or lawyer, as there are a variety of different factors that can impact tax liability.

  • Where can I find a Form W-9 and/or Form W-8BEN?

    The most current blank W-9s, W-8BENs, and other tax documents can be found on the IRS.gov website.

    Please contact our Client Services Team if you need any assistance with selecting the correct form, or completing your form.

  • What is a Virtual Data Room?

    A virtual data room (VDR) delivers a secure, online workspace for managing and sharing M&A due diligence documents. The SRS Acquiom VDR supports True Previews™, which enables you to limit certain users to only being able to view designated materials without the inefficiencies and security risks inherent in downloading sensitive information. The SRS Acquiom Virtual Data Room also supports granular permissions, as well as reliable and intuitive extra-large file transfers.

  • What is an M&A private client portal?

    Loan agency is the process of serving in an agent capacity on behalf of the lenders on a loan facility. The loan may be a syndicated or bilateral loan. In the United States, the applicable loan agency capacities are referred to as being an administrative agent and a collateral agent.

  • How do I get access to transaction documents and receive notifications for amendments, waivers, and other important transaction matters?

    If SRS Acquiom is the administrative agent for a particular loan transaction and has established a data site for the lenders, please contact us at [email protected] with your name, contact information, and the name of the lender on behalf of whom you are requesting access.

  • I need a VDR partner who works on my schedule. What kind of support do you offer?

    The SRS Acquiom team stands ready 24x7 to deliver expert support when you need it. We also have a knowledge base tool that is accessible night or day, where you can quickly and easily access the most frequently asked questions about account setup and other needs.

  • What is loan agency?

    The administrative agent is appointed by the lenders to handle the routine administration of the loan. Duties of an administrative agent include maintaining the register, disbursing payments, setting interest rates, distributing notices, facilitating communication, processing loan assignments, and if necessary, exercising remedies. The administrative agent does not exercise discretion and acts at the direction of the lenders.

  • What is an administrative agent?

    On a secured loan facility, the collateral agent holds the security interests pledged by the borrower on behalf of the lenders. The collateral agent does not exercise discretion, and acts at the direction of the lenders. The administrative agent often also serves as the collateral agent.

  • What is a collateral agent?

    The administrative agent or collateral agent may contract with another party, the sub-agent, to provide certain agent services. The services provided by a sub-agent are determined by agreement between the administrative agent or collateral agent and sub-agent. Services provided by a sub-agent often include maintaining the register, facilitating payments, distributing notices, and storing possessory collateral.  

  • What is a sub-agent?

    If you have a question related to a loan’s interest rate or calculation, please contact us at [email protected].  

  • Who do I contact if I have questions about an interest rate or calculation for my loan?

    If you are a lender and unable to locate a particular rate set or payment notice, please contact us at [email protected].  

  • Who do I contact if I’m a lender and need a rate set or payment notice?

    If you have a question related to loan payment activity, please contact us at [email protected].  

  • Who do I contact if I need information on an interest, principal or fee payment?

    If you are a borrower or lender and have an audit confirmation that needs to be completed for a transaction on which SRS Acquiom serves as administrative agent, please send the audit confirmation to [email protected] for us to complete.

  • Who do I contact if I have an audit confirmation that needs to be completed?

    To request a copy of the loan register for a transaction in which you are a lender, please contact us at [email protected]. Please note that some credit agreements set restrictions on how much of the register is available to the lenders.

  • How do I get a copy of the current loan register?

    All transaction documents and notifications for amendments, waivers, and other important transaction matters will be distributed by SRS Acquiom as administrative agent via a data site or email.

  • How do I get access to a transaction’s data site?

    The administrative agent is required to send out 1099 and 1042 tax forms to lenders for payments made to them by the administrative agent during the prior year. Please contact us at [email protected] with any questions.

  • Is the administrative agent required to send out 1099 and 1042 tax forms each year?

    The administrative agent is required to send out 1099 and 1042 tax forms to lenders for payments made to them by the administrative agent during the prior year. Please contact us at [email protected] with any questions.

  • How is an SRS Acquiom virtual data room different from other available options?

    The SRS Acquiom data room provides all the core functionality, features and security desired by sophisticated merger parties.  But frankly, so do offerings from some other leading providers.  What truly distinguishes our offering is the ability to bundle it with the other industry-leading services provided by SRS Acquiom that are needed on most M&A transactions, including escrows, payments, stockholder solicitations, foreign exchange and post-closing shareholder representation. This leaves users with a choice of hiring lots of vendors to provide disjointed services at higher total transactional costs or going with SRS Acquiom as a trusted partner to provide coordinated and bundled services from the very beginning of the process to the last dollar out.

  • How can our secure M&A virtual data room help with due diligence?

    As a single, collaborative repository for all M&A due diligence documents, the SRS Acquiom Virtual Data Room maximizes efficiencies and minimizes time spent on administrative tasks. From intuitive and granular user permissions to True Previews™ of any document (including fully functional spreadsheets), to reliable transfers of thousands of files and complex folder structures (with smart auto-indexing), the SRS Acquiom Virtual Data Room streamlines the exchange of documents for a smoother due diligence process.

  • How long does it take to set up our M&A virtual data room?

    With the SRS Acquiom Virtual Data Room, your environment can be set up in minutes. Gain access to your data room immediately and put the features to work for your deal – including easy uploading and auto-indexing of files, as well as intuitive user permissions. The SRS Acquiom Virtual Data Room is deal-ready when you are – you and your clients don’t have to wait for a data room that slows you down. Plus, our intuitive interface means virtual data room users can navigate the workspace right from the start, without time-consuming training or tutorials.

  • How is my data kept secure in the SRS Acquiom Virtual Data Room?

    Since 2007, SRS Acquiom has been relentlessly reengineering outdated M&A processes with secure, tech-enabled solutions. We comply with the highest global technology and security standards, including top-notch, complete, end-to-end data encryption (E2EE), and use the 256-bit Advanced Encryption Standard (AES). This ensures that your data and information are protected from the moment they leave the portal until they reach their destination. We frequently review applications and platform security, as well as operational processes and controls. Our enterprise-grade security standards safeguard your data and minimize risks to your M&A deals.

  • How is an M&A virtual data room different from secure file sharing?

    The demands of complex M&A deals require a purpose-built solution. The SRS Acquiom Virtual Data Room (VDR) delivers an intuitive workspace designed for M&A. Third-party, general-purpose file sharing applications lack essential functionality, introduce time delays and cannot ensure the security of data when it is in transit between the data room and other destinations. When you select a virtual data room that’s purpose-built for M&A, deal parties can communicate and share information faster and more securely.

    Your SRS Acquiom virtual data room is self-contained to support your deal: your clients’ private data does not have to be transferred to any other system. You can set granular permissions right from the outset, and present confidentiality notices (in support of your existing NDAs) on the very first visit. You can also audit and track all user activities. Other features made specifically for M&A deals – such as automatic document watermarks, auto-indexing of folders and files, and easy exporting of folder and file listings – help you take advantage of our purpose-built virtual data room solution.

  • What should I look for when selecting an M&A virtual data room provider?

    As with all aspects of an M&A deal, your client’s experience should be top of mind for any provider you choose. The SRS Acquiom suite of M&A solutions delivers a more seamless way to run an M&A deal — not only during due diligence,  but through the closing and post-closing process all the way to the last dollar out. The result is a superior experience for your client and a positive reflection on your firm.

    Along with tech-enabled, secure, intuitive solutions that can support the entire deal process, an ideal M&A virtual data room (VDR) provider will have depth and breadth of M&A industry expertise, vigilant data security practices, and responsive, 24x7 support from a team that works at deal speed.

  • How much does a virtual data room cost?

    Virtual data rooms often include unnecessary features and confusing pricing. SRS Acquiom provides a fully coordinated set of services to support M&A deals from the earliest phases of due diligence through post-closing – all operating within a highly secure, integrated framework. With streamlined, bundled pricing, SRS Acquiom partners with you from the very beginning to deliver a bundle of services that meets your deal’s unique needs. Contact us to learn more.

  • Can I customize the look and feel of my private client portal account?

    With the SRS Acquiom Private Client Portal, you gain full white-labeling capabilities, from your logo and your colors to an interface that runs on your own, custom domain. Your clients will experience Private Client Portal as if it’s your own privately developed solution, and associate this professional, intuitive experience with your brand.

  • How can white labeling benefit my private client portal?

    White labeling ensures that the experience you deliver within the SRS Acquiom Private Client Portal feels like it lives within your firm’s digital presence. Clients will feel like they are interacting with your firm, not with a third party. You can customize all branded elements – logos, colors, and domain – to your firm’s brand. Features like user access and permissions and pre-loaded content also make for a more custom, tailored experience for your clients.

  • How is a private client portal more secure than email?

    In order to put a pitch book together, a bank and its client typically have to share a large volume of documents and other materials. Today, many M&A professionals still share documents, data, and information over email. Not only is this method clunky and highly inefficient, but it also poses significant security risks. The SRS Acquiom Private Client Portal enables you to efficiently and securely collaborate and manage documents in a custom-branded environment that you control.

    The SRS Acquiom Private Client Portal is supported with top-notch, complete, end-to-end data encryption (E2EE) and uses 256-bit Advanced Encryption Standard (AES). This ensures that your data and information are protected from the moment they leave the portal until they reach their destination.

    Since 2007, SRS Acquiom has been relentlessly reengineering outdated M&A processes with secure, tech-enabled solutions. We frequently review applications and platform security, as well as operational processes and controls. Our enterprise-grade security standards safeguard data and minimize risks to your M&A deals.

  • How is a private client portal better than general purpose file-sharing apps?

    As an alternative to emailing a lot of files, documents and materials between the bank and its client, some banks will consider using third-party, general-purpose file sharing applications. Note, many banks will not allow use of these applications because they have determined that they do not meet their security standards. In addition to security concerns, these apps also lack the essential functionality and white-labeling capabilities of SRS Acquiom’s private client portal. This results in a poorer client experience that appears less professional with respect to file sharing between the bank and the client.

  • What is the difference between a private client portal and a virtual data room (VDR)?

    Our private client portal is a tool that is meant to be used between an M&A advisor and their client. It has white-labeling functionality to associate the experience of sharing documents with your client with your firm, and it very clearly sits separate from a VDR. SRS Acquiom can also provide you with a superior VDR that is meant to be used for sharing of information with outside third-parties such as potential buyers in an M&A process. The VDR will allow you to invite outside users, monitor their usage and set appropriate permissions.

  • How does SRS Acquiom help me manage all the details at the beginning of an M&A deal?

    Since 2007, SRS Acquiom has been engineering the inefficiencies and disorganization out of M&A. Our suite of tech-enabled solutions streamline time-consuming processes from the first document into the private client portal until the last dollar out post-closing.

    The SRS Acquiom Private Client Portal removes the inefficiencies, opportunities for error, and security risks inherent in email communications or general purpose file-sharing apps and moves sensitive information into a sleek, secure, white-labeled workspace where deal members can collaborate seamlessly to prepare for a deal.

  • How does a private client portal help me build client relationships?

    The SRS Acquiom Private Client Portal introduces seamless collaboration into the earliest stages of the deal. Our secure, intuitive interface enables you to share, collect, manage, and track documents and assets necessary to build the pitch book in a white-labeled interface that feels like an extension of your brand. Your clients will associate this professional, polished, superior experience with your firm.

  • Can a private client portal improve collaboration?

    When you need to collect and organize the documents and assets necessary to build a pitchbook or otherwise interact with your client throughout the M&A process, the SRS Acquiom Private Client Portal makes it easy to collaborate seamlessly. It is more secure and efficient than relying on email and large task-and-responsibility spreadsheets, with an intuitive and user-friendly interface.

    Custom white-labeling capabilities mean that clients will see your logos, colors, and domain. And with customizable session durations, portal owners can set durations for their users – whether it’s thirty minutes or two weeks – and gain all of the confidence of our rigorous security protocols with all the convenience of customization.

  • Why shouldn’t my organization build its own, proprietary data storage system?

    If sinking the time, expense, and resources into building and maintaining a proprietary and secure data storage system seems like the only way to get the custom client experience you’re looking for, look again. The SRS Acquiom Private Client Portal comes with full white-labeling capabilities – your logo, your colors, running on your domain – meaning your clients will attribute the smooth, professional experience of our interface with your brand.

  • What should I look for when choosing a private client portal provider?

    As with all aspects of an M&A deal, your client’s experience should be top of mind for any provider you choose. The SRS Acquiom suite of M&A solutions delivers a more seamless way to run an M&A deal — not only during the earliest stages of the deal, but through the closing and post-closing process all the way to the last dollar out. The result is a superior experience for your client and a positive reflection on your firm.

    Along with tech-enabled, secure, intuitive solutions that can support the entire deal process, a desirable private client portal provider will understand the value of a branded M&A experience and will have depth and breadth of M&A industry expertise, vigilant data security practices, and responsive, 24x7 support from a team that works at deal speed.

  • I need a M&A partner who works on my schedule. What kind of support do you offer?

    The SRS Acquiom team stands ready 24x7 to deliver expert support when you need it. We also have a knowledge base tool that is accessible night or day, where you can quickly and easily access the most frequently asked questions about account setup and other needs.