Deferred Consideration, Done Right

Deferred Consideration Services Buy-Side

Event tracking, tax coordination and seamless payments. Delegate the complexity. Own the outcome.

Deferred Consideration Is in Every Deal — But Who Owns It?

Almost every merger agreement includes deferred consideration, yet no one wants to manage it. It involves tracking triggers, fielding questions from founders and employees, and coordinating with HR, tax, treasury, legal and finance. It’s a tangle of spreadsheets, deadlines and risk exposure.

That’s where Western Alliance Bank steps in. We offer a full-service solution for tracking, managing and executing deferred consideration and post-closing payments — regardless of whether we’re engaged as your escrow and/or paying agent.

What We Deliver:

Tracking & Eligibility Management

Set up payment schedules, amounts and contingencies
Monitor employment or milestone-based eligibility
Confirm method of payment and appropriate routing

Funds Coordination

Coordinate with treasury on liquidity and timing
Execute flow-of-funds and payment instructions
Maintain clean, auditable records and visibility

Tax Characterization & Reporting

Clear categorization of payments (e.g., payroll vs capital gains)
Manage underlying security records
Handle considerations like 83(b) elections

Full Visibility & Wrap-Up Reporting

Schedule fulfillment tracking across all deals
Handle roll-up reporting for treasury, HR, legal, and finance
Make everything accessible via Gateway, our real-time client dashboard

A screenshot of Western Alliance Bank's Deferred Consideration digital platform.

Deferred Consideration Dashboard

Gateway Client Portal

Use Cases Include:

Founder holdbacks
Option and equity unvested cash amounts
Performance-based payouts
Carve-outs outside of escrow
Any deferred or conditional cash payments

With Western Alliance Bank, you’re not just managing deferred consideration — you’re optimizing it. Our solution creates continuity, visibility and peace of mind as your deals grow more complex. Use it as a standalone solution or bundle it with our escrow and paying agent services — either way, you have one place to see and manage all your deal economics.

We’re not just an agent — we’re your co-pilot in post-closing execution.

Reach a Banker

Contact Our Business Escrow Services Team