Escrow and conditional settlement.
Tender offers and liquidity programs are escrow events: cash arrives from the buyer side, waits on conditions, and releases to sellers at close — simultaneously with the transfer of the shares. A8 Core™ provides the conditional, multi-party settlement primitive that runs those programs, while a qualified institution holds the funds.
The split that matters
The technology and the custody of funds are deliberately different responsibilities, held by different parties.
The module A8 Core™
Segregated ledger accounts, the condition engine, atomic delivery-versus-payment, and the audit record. This is technology — it does not take custody of funds.
The escrow agent
A qualified institution — a bank or trust company — holds the money and acts as escrow and paying agent. The module mirrors its balances and instructs it.
The securities leg
Share transfers run through the registered broker-dealer. Escrow releases only against a confirmed transfer, never ahead of one.
What the module models
Four objects carry a program from announcement to close.
Program Program
A tender offer or recurring liquidity window: the issuer, the eligible pool, price or price band, caps, dates, and governing documents.
Escrow account EscrowAccount
Segregated per program and sub-ledgered per participant. Never commingled, and reconciled daily against the agent bank or trust company.
Condition Condition
A named, verifiable gate — window closed, minimum participation met, approval recorded, rights of first refusal waived or expired, compliance cleared, withholding computed.
Settlement batch SettlementBatch
The atomic delivery-versus-payment event: for each accepted seller, the transfer record and the cash release commit together, or neither does.
How a program runs
Funded before acceptance; pro-rated by a published rule; closed atomically; reversible when conditions fail.
Funding first
Buyer-side cash lands in the program’s escrow account before the window closes. The module enforces funded-before-accepting for each tranche.
The election window
Sellers elect within the eligibility rules, and data-element authorization by B5 Secure™ gates every election — a holder can elect only their own eligible, vested shares.
Pro-ration, published in advance
Oversubscribed programs pro-rate by the program’s stated rule, and that rule is published to participants before the window opens. It is never applied silently.
Withholding
Where proceeds carry a compensatory component, withholding is computed and exported to the issuer’s payroll; net proceeds release and withheld amounts route per instruction.
Atomic close
With every condition green, the settlement batch executes: transfer records and cash releases commit together. A failure for one participant rolls back that participant only, with the reason on the record.
Failure returns funds
If the window fails its conditions, escrowed funds return to the buyer side automatically, with the audit trail showing why.
What it connects to
A program touches the bank, the broker-dealer, the cap table, and the custodian.
Agent bank or trust
Funding confirmations, release instructions, and reconciliation files.
Broker-dealer
The confirmation feed for the securities leg.
Issuer cap table
Eligibility imported before the window; completed transfers exported after close.
Custodial settlement
Proceeds can settle directly into an Investor Services account, including self-directed retirement accounts where the shares were already custodied.
Running a tender offer or liquidity program?
We would rather show you the mechanics against your actual program structure than talk about them in the abstract.