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M&A Transaction Supports

We can help you accelerate the possible

Carve-out Services    |   Escrow Sevices

Carve-out Services

Getting everything in place before the Transactional Service Agreement (TSA) ends can be extremely tense. We can help you accelerate the possible.

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Experienced and reliable carve-out support

M&A activity has started to gather speed, as corporates and PE firms seize the investment opportunities that have presented themselves. All whilst borrowing costs are relatively low.

Firms are looking to speed up their growth and expansion into new geographics, widen their product and service portfolio, obtain new technologies and increase their customer base. And carve-outs can prove a very strategic, and savvy, accelerant.

We can handle your carve out M&A

Achieving growth through M&A can be burdensome. Processes can be extremely complex, timelines extremely tight, mistakes extremely costly and errors extremely public. Corporates, PE firms, financial advisors and law firms focus on finalizing transactions as soon as possible and ensuring they are prepared for when the Transactional Service Agreement (TSA) ends in a few months’ time. If things are not ready, the whole transaction could be derailed and/or exceptionally costly penalties incurred.

The acquirer must ensure that the new stand-alone entity is set up appropriately, and compliantly, across all locations. That all acquired employees continue to be paid, uninterrupted. That all accounting and tax requirements are catered for. That customers can be invoiced as soon as required. And that all appropriate licenses and permissions are obtained.

With over 4000 employees around the world, our dedicated team are veterans in all areas of global entity management, and we can ensure all needs are met long before the TSA ends. Our scale means we can scale up and down as you need us, helping you keep control of costs and get things done. And, importantly, we can help drive visibility and control of your entities worldwide via our proprietary client portal, IRIS.

Our carve-out services include:

  • Company formation, international structuring, registered address, process agent, directorships, and board support services
  • Compliance with applicable local rules and regulations, through a single point of sharing knowledge on the types of structures available to you
  • Coordination, across your international entities
  • Accounting and tax services
  • HR & Payroll
  • Obtaining official corporate documents such as certificates of incorporation and certificates of good standing
  • Sourcing relevant professional licences and tax registrations or transferring them to new entities
  • Regulatory and compliance services, including; Common Reporting Standards (CRS), Foreign Account Tax Compliance Act (FATCA), Country-by-Country notification and OECD Local and Master File, Know Your Customer (KYC) obligations and Legal Entity Identifier
  • Liaising with your advisors, banks, lawyers as appropriate

Escrow Sevices

Having a trusted neutral third-party holding funds, is a beneficial business tool. The expertise of a knowledgeable and trusted escrow agent can make a notable difference in the success of any transaction.

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Escrow is the term used when assets are held by a neutral third party on behalf of two contracting parties, subject to a transaction (such as a contract of sale) between them being completed, until certain obligations or conditions under the agreement have been met.

As an escrow agent, Sovereign will hold funds in an escrow account at a bank in Indonesia on behalf of clients in accordance with the terms and conditions of an escrow agreement, until we receive the appropriate instructions or until predetermined contractual obligations have been fulfilled.

This service can be applied to straightforward or complicated agreements involving domestic or multi-currency, multi-jurisdictional transactions within varied accounting and legal frameworks.

Types of escrow transactions


These include warranty claims, deferred considerations and shareholder payments


This can be investor aggregation and disbursement, settlement of shares and cash consideration and coupon collateral


This includes proof of funds and payment security, collateralised lending structure and collateral management

The escrow processes

Typically, the escrow process for a buy and sell transaction involves the following steps:

  1. The contracting parties sign an escrow agreement (which is drafted subject to the terms of the principal agreement) and an escrow account is opened at an Indonesian bank;
  2. The buyer deposits funds in the escrow account;
  3. The escrow agent confirms receipt of the escrow funds to both contracting parties;
  4. Generally, provision would be made for a due diligence procedure between the contracting parties for inspection of goods;
  5. Confirmation of positive due diligence outcome will be provided by the buyer to the seller;
  6. Subject to any further terms and conditions being met, the payment event is triggered and both the buyer and seller will notify Sovereign for the release of the funds;
  7. Completion of the transaction takes place and Sovereign releases the funds to the seller in accordance with the terms of the escrow agreement.

Advantages of an escrow agreement

  • Protection – the interests of both transaction parties are protected because funds are held by a neutral, trusted third-party escrow agent;
  • Reduced risk – counterparty or market risks are minimised;
  • Assurance – the escrow agent provides independent assurance of escrow objectives;
  • Speed – setting up an escrow account is very straightforward;
  • Efficiency – an escrow account helps facilitate efficient transactions for the parties involved;
  • Confidentiality – Sovereign is the escrow account holder, so the details of the parties to the agreement do not appear on any public register.

Where can escrow services be used?

Escrow services can be used in almost any situation where money or property is being transferred between parties. It can be recommended in particular for the following types of transaction:

  • Joint ventures
  • Mergers and acquisitions
  • Corporate finance/capital raising
  • Charitable fundraising
  • Asset sales
  • Securitisation of assets
  • Regulatory requirements
  • Real estate
  • Legal settlements
  • High value private trades

Why use our escrow service?

Parties to escrow arrangements can range from end users like corporate or multinational companies to professional intermediaries like law firms and accounting firms. They can also serve government agencies engaging in national infrastructure projects.

Sovereign’s escrow services offer the following client benefits:

  • Flexible – our escrow services can be tailored to meet the requirements of many different parties, situations and jurisdictions
  • Efficient – our group legal, accounting and compliance capabilities enable us to draft arrangements, process documentation and conduct due diligence rapidly
  • Effective – even in the most complex transactions, an escrow agreement will help make the transfer as smooth as possible
  • Robust – our agreements are detailed and robust
  • Secure – our escrow services ensure protection for all parties to a transaction