Escrow Agent/Custodian

Acting as facility agent, Serica performs an administrative role managing and streamlining the relationship between a borrower and its lender(s).

We act as the primary point of contact between parties and manage all communication between them.

Other services include:

• Deal closing – administration of financial closing and drawdowns
• Cashflow management – calculating, receiving and distributing loan amounts
• Creditor transfers – facilitating changes to the loan parties and debt transfers
• Transaction maintenance – managing amendments, waivers and other requests
• Defaults – default monitoring and notifications, and subsequent creditor representations

A security agent or trustee is appointed to hold security interests for and on behalf of one or more beneficiaries.

This can be particularly beneficial if, for example, the composition of the beneficiary group is likely to change over time as it avoids the cost and difficulty of releasing and retaking security each time a new beneficiary is added or an existing beneficiary transfers its interest.

Serica is able to hold security interests in a wide number of different jurisdictions and is familiar with the practical issues involved in doing so.

As security agent/trustee, our duties include:

• Taking, registering and holding security interests on behalf of creditors
• Safekeeping original security documents and related documents (such as share certificates)
• Releasing security interests when debt obligations are repaid in full (or otherwise with creditor consent)
• Enforcing security interests on behalf of creditors
• Participating in bankruptcy claims and
• Receiving, holding and distributing enforcement proceeds.

A bond/note trustee facilitates the relationship and information flow between a bond or note issuer and its investors.

Serica takes a highly commercial approach to managing this complex process, and efficiently manages requests for amendments, waivers and consents. In the event of a default, we take a proactive and cooperative role in protecting the interests of investors.

In distressed situations, an incumbent trustee may be reluctant to exercise discretion or act decisively to protect creditor interests.

Significant delays may also be caused if an incumbent trustee insists on full indemnification prior to acting on creditor instructions.

Serica understands the frustration this can cause, particularly when time is of the essence. The specific experience of our team makes us particularly well-suited to assist in such situations by replacing the incumbent trustee.

As an independent service provider, we remain conflict-free and can take decisions quickly and effectively without requiring approval from internal credit or compliance committees.

An escrow agent may be jointly appointed by parties to hold funds or other property (such as shares) in trust on their behalf while a transaction is finalised or a dispute is resolved.

We are regularly appointed to hold funds on behalf of clients pending, for example, completion of a sale and purchase transaction or arbitration proceedings. We do so on a straight-forward, fixed fee basis.

Serica can act as custodian in respect of a range of asset types including:

• Cash (e.g. interest reserve in respect of a debt finance transaction)
• Shares (physical or dematerialised)
• Receivables or other contractual rights
• Original documents and other physical assets

Serica has client bank accounts located in Hong Kong, Singapore and Jakarta and can hold funds in a number of different currencies.

Parties to a transaction may not always be incorporated or operate in the same jurisdiction. If a party agrees to transaction documents being governed by the laws of a country in which it does not have a physical presence (i.e. an address), it will typically be required to appoint an agent for service of process or “process agent” in that country.

The process agent acts as a local representative of the appointing party. Court documents in respect of the transaction may be served on the process agent, who will then deliver them to the appointing party in accordance with pre-agreed instructions.

This facilitates prompt delivery of legal documentation and avoids the complex process of serving legal documents overseas.

Serica can act as a process agent in Hong Kong or the UK.

An independent director is a member of the board of a company who does not have a material or pecuniary relationship with that company or its related entities, and is therefore free of any connections that may lead to a conflict of interest.

Serica can provide experienced individuals to act as neutral, responsible corporate officers on either an interim or long-term basis.

We are happy to discuss any transaction or matter where a neutral third party is required to perform any bespoke administrative, trust or ancillary role..