Corporate Trust Services

ESCROW AGENT SERVICES

In an acquisition, your share or asset purchase agreement may require that the parties put a portion of the proceeds of the sale in escrow for a predetermined term. For any number of reasons, people enter in conditional agreements that are not concluded until stated conditions are met.

The nature of some business relationships or certain types of assets gives rise to a need for independent oversight of your escrow account by a neutral third party who understands the nature and requirements of escrow arrangements. Clients can be confident that assets are secure and will be for the duration of the escrow period. For this reason, TSX Trust is a preferred provider of escrow services. Our skill and expertise make us uniquely qualified to understand and administer every detail of your escrow-related transaction, including our input in drafting your escrow agreement and producing transactional and monthly statements of your accounts.

A dedicated corporate trust officer, working with our technical and legal teams, will review the details of your pending escrow transaction and engage with your team to ensure a timely resolution of the transaction. TSX Trust offers the flexibility you need, and our experience ensures that every detail is considered.

Corporate Trust Paying Agent Services

When it comes to transactions, the cost of financing is top of mind for senior executives. TSX Trust works collaboratively with your business and advisors to develop a structure and process for the distribution of cash and/or shares that best supports the transaction’s needs.

Our team of corporate trust professionals has extensive experience supporting mergers and acquisitions, syndications, capital raising, leveraged buyouts, infrastructure investments and other types of transactions for public and private sector clients. Our team works alongside transaction counterparties and their advisors to create and enhance value throughout the process by advising on administrative tasks during the transaction.

Services Offered

TSX Trust, a wholly owned subsidiary of TMX Group, is the largest Canadian-owned Transfer Agent and provider of Corporate Trust Services. We serve as a Central Payor, Transfer Agent and Indenture Trustee for major Canadian and global organizations, such as banks, insurance companies and public sector bodies.

As an independent paying agent, TSX Trust holds assets in escrow and disburse funds quickly and securely in multiple currencies per the terms of the agreement. We understand both the legal and operational aspects of domestic and cross-border transactions and how to address the needs of different stakeholders. We offer seamless and reliable support, from initial discussions to the close of the transaction, and distribution of proceeds.

We offer responsiveness, promptness and flexibility in managing your transaction needs, including:

• Executing payments/disbursements tailored to the delivery methods preferred by the securityholder
• Communicating clearly and proactively about what information we need and when we need it
• Providing a template agreement
• Meeting your deadline

TSX Trust has the deep industry experience, knowledge and advanced technology to fulfill the roles of transfer agent, indenture trustee, issuer trustee, custodian, administrative agent and paying agent. You can count on our team to administer your transaction with the highest level of attention.

Why TSX Trust

TSX Trust is the largest Canadian-owned Transfer Agent and provider of Corporate Trust Services with over 1,700 public and private company clients, representing approximately 2 million securityholders across Canada. TSX Trust has a proven track record of successfully delivering an integrated set of transfer agency and corporate trust solutions for equity and debt issuers’ complex financial needs.

Get In Touch

To learn more about how TSX Trust can support your next transaction, click here to complete the form to have someone from our team follow up.

DEBT TRUSTEESHIP SERVICES

Debt issuance can be a preferred financing strategy for many successful corporations and smaller capital companies. Integral to any debt undertaking is a clearly delineated understanding of the terms of the transaction, including issuer obligations and compliance responsibilities. TSX Trust ensures this level of understanding by providing trust and agency services for issuers of corporate debt securities. Our debt services include support for long-, medium- and short-term debt, for secured and unsecured, convertible, senior, and subordinated debt. As your trustee, we will monitor indenture covenants, administer default situations, and ensure that your debtholders receive equitable treatment.

Once appointed, we serve as the conduit of information between your company and your debt holders. As with every TSX Trust solution, we work as your partner, and we spend the time needed to gain a better understanding of your business and growth strategy to help keep you moving forward.

VOTING TRUST SERVICES

The voting trust is most often used with closely held companies where it is deemed advisable to allow a trust company to vote the shares as a block. It is the trustee of the voting trust who is entitled to vote the shares held in the trust. Minority shareholders may find it advantageous to transfer the right to vote their shares of stock to a trust and appoint a voting trustee to act on their behalf for a time period contingent upon a certain event, or until the termination of the agreement. TSX Trust can help you execute all voting trust-related services, including the following:

• Assistance in preparing terms of trust agreement
• Safekeeping of voting trust certificates
• Preparation and timely mailing of notices to beneficial holders
• Disbursement of dividends
• Exercise of voting rights

We will work directly with you to understand your specific requirements in order to meet those objectives. TSX Trust offers customized service, attention to detail, and proven experience in executing the trustee’s role and responsibilities.

PUBLIC PRIVATE PARTNERSHIP SERVICES

Public–private partnerships (P3s or PPPs) can be mutually beneficial opportunities for private companies and public entities, including state, municipal, and regulatory entities. Companies are able to participate in unique financing opportunities and gain access to favourable rates and resources. At the same time, public entities benefit from professional management and development expertise to gain affordable infrastructure to address public needs.

Every P3, sometimes referred to as a PPP, relies on third parties to provide administrative management, execution, and oversight. TSX Trust offers multiple services in a P3 arrangement. They include the following:

• Indenture trustee
• Insurance trustee
• Security agent
• Paying agent
• Escrow agent
• Custodian

The success of a P3 is highly dependent upon the team that the private sector P3 partner assembles to fulfill its obligations to the public owner. TSX Trust will be an effective partner that delivers the best value for dollar.

PROJECT FINANCE AND Public Private Partnership Services

Our team of experienced specialists understands what you require in a trust service provider, and delivers solutions that maximize the value of your P3 and project financing transactions. We provide a full range of indenture trustee, collateral and security agent, insurance or account trustee, custodian and paying agent services.

Depositary & Exchange Agent Services

Serving public and private companies, our specialized team focuses on the details, providing prompt, accurate and personalized service. Our in-depth knowledge as depositary agent for an offer or company in a takeover situation, including under a plan of arrangement, includes cash, securities, or a combination of both.

Special Warrants and Subscription Receipt Services

Our team of experienced professionals understands your needs and what you require in a trust service provider. Whether it's special warrants or subscription receipts, we will guide you and your investors accordingly. Once the agreement conditions are satisfied, your securityholders will be issued the underlying securities, often by way of a push-out which will not require your securityholders to surrender the certificates representing the special warrants or subscription receipts. Depending on how the transaction is structured, all, a portion of, or none of the proceeds from the sale may be deposited with us in escrow. Depending on the transaction conditions, we then either return the proceeds to you or the subscribers.

Warrant Services

We act for companies that offer public or private placement warrant issues. As warrant agent, we maintain the register of holders and facilitate exercises over the life of the warrants. Once exercised, we tabulate and report the results, remit funds to you and issue and deliver the underlying shares to your shareholders.