Exchange Agent
A financial institution, typically a transfer agent or bank, appointed to facilitate the exchange of securities in connection with a merger, acquisition, or other corporate transaction.
Full Definition
An exchange agent is an institution appointed by the acquiring company or the parties to a merger to manage the logistics of exchanging old securities for new ones, cash, or a combination thereof. In a merger, for example, the exchange agent receives Letters of Transmittal and surrendered certificates from target company shareholders and distributes the merger consideration on behalf of the acquirer. Transfer agents frequently serve as exchange agents. Editors should note that 'exchange agent' is a distinct role from 'transfer agent,' though the same institution may serve both functions in a given transaction. The term is two words, lowercase.
Usage
Usage note: Distinguish from 'transfer agent' in editorial copy. In some deals, the same entity serves both roles; if so, clarify this in the document at first reference.
In Context
- "Continental Stock Transfer & Trust Company was appointed exchange agent for the purposes of the merger." — Merger Agreement
- "The exchange agent will process all Letters of Transmittal received within the 30-day exchange period." — Prospectus / Proxy Statement