What is a Special Purpose Vehicle (SPV)?

Published on
December 13, 2023
Last edited on
min read
min read

What is a Special Purpose Vehicle (SPV)?

Published on
December 13, 2023
Last edited on
min read
min read
dictionary image

A special purpose vehicle (or special purpose entity) is a key instrument in modern finance, particularly in private investments. Essentially a legal entity for pooling investor capital into a specific venture, SPVs streamline the investment process, enabling both new and seasoned investors to collectively focus on targeted opportunities. 

Let’s delve into the mechanics of SPVs, uncovering how they effectively balance opportunity with risk management, alongside their other multifaceted benefits and challenges.

SPV Meaning

What is an SPV? An SPV is a distinct legal entity fenced off for a particular investment purpose.

SPVs are designed for specific financial projects where an opportunity for focused investment has been identified.  These entities form a discrete unit and can operate with financial independence, therefore, it’s the ideal way through which to pool investors and focus investment efforts towards a particular purpose, be it a unique project, a major venture, or managing a specific asset.

That independence is vital in scenarios such as project financing or asset securitization, where clear financial separation is essential. Often used as subsidiaries by larger parent organizations to insulate themselves from certain financial risks, SPVs are now increasingly being used by investors to collectively invest in a targeted asset. 

SPVs stand out for their structural versatility. In venture capital, they enable focused resource pooling, but their use extends beyond. Whether for a one-time startup investment or managing diverse assets, each SPV is specially configured to its financial mission, highlighting its role as a flexible tool in private market investments.

How Do SPVs Work

An SPV is an independent legal entity, which will raise capital from one or several investors and manage the funds independently.

This autonomy allows the SPV to focus solely on its designated project or asset. It acquires and manages these assets, and targets all financial movements towards the pre-identified investment opportunity. This structure helps to clarify investment objectives.

So, why consider an SPV? In essence, SPVs offer a streamlined and transparent pathway for engaging in private market investments. Directing funds exclusively towards the agreed-upon objective ensures that investments are managed with a specific risk profile and strategic purpose in mind.

Who Uses SPVs and Why?

SPVs attract a diverse range of financial players, each leveraging their unique capabilities for specific investment goals.

Angel Investors

If you’re an angel investor, SPVs are a gateway to participating in larger deals alongside your peers, sharing the capital burden, and tackling investments that might be out of reach individually.

This approach allows you to access higher-value opportunities, diversifies your investment portfolio, and enhances your authority and track record in the investment community.

Venture Capitalists

Venture capitalists will occasionally use SPVs as co-investment vehicles where the fund is set up to invest a certain amount in different companies. They will then offer their Limited Partners (LPs) and other members from their network the opportunity to co-invest with them via that SPV.

Corporate Entities

Corporate entities often turn to SPVs for strategic initiatives like asset isolation, risk management, or to pursue specific projects without impacting their main balance sheets.

These “specific projects” might also be outside their usual business scope, enabling them to invest in new technologies, market trends, or startups without exposing the entire company to the associated risks.

Use Cases of SPVs

SPVs have diverse applications across various sectors, meaning you can encounter or leverage them in various investment contexts.

Startup Funding

Startups often leverage SPVs for initial funding, attracting investors who prefer to combine a diversified venture fund approach with the focused investment that an SPV offers and all the benefits that come along with that, such as direct ownership stakes and clear risk delineation.

If you're considering funding for your startup, an SPV could be a strategic thing to do, allowing you to attract dedicated investment from operators who may also be able to bring their expertise, contacts, and additional funding to the table.

Property Investments

SPVs are widely used in property investments, facilitating the management of residential or commercial portfolios. They offer financial advantages, including potential tax benefits and the ability to offset mortgage interest against income.

SPVs also provide flexibility for succession planning, varied ownership distribution, and asset ring-fencing, making them ideal for handling multiple properties and retaining profits within the business.

Infrastructure Projects

SPVs play a significant role in the financing of infrastructure projects. 

SPVs are a great help in attracting new funding, maintaining project independence, and isolating financial risk. This is vital given the inherent political, regulatory, and financial risks that crop up during the exploratory stages, of large infrastructure projects.

Example Case Study: Business Angel Investing in a Startup

  1. Agreed Investment: A Business Angel has negotiated with a startup and agreed on an allocation of 500k€, though the Angel themselves will only put in 25k€ of their own money.
  2. Investor Engagement: Targeting investors who may have a particular interest in the investment opportunity, the SPV draws in capital from around 50 co-investors. This approach not only provides the necessary funding but also brings in specialized knowledge and networks crucial for the project's success.
  3. Successful Outcome: The venture resulted in a profitable startup and well-connected startup.

Advantages of SPVs

SPVs offer several key advantages that make them an attractive option for investors and companies:

  • Maximized Impact of Capital: By concentrating funds on a specific venture, SPVs ensure that every dollar invested has a more significant impact, potentially leading to higher returns and more meaningful involvement in the project.
  • Easier to Hit Targets’ Investment Thresholds: By pooling investment, it makes it a lot more feasible for investors to reach the minimum investment requirements if that figure is particularly high.
  • Clean Cap Table: Simplifies the cap table of the target company. And by keeping that cap table clean, it means the company will have to expend less time and money on operations managing that.
  • Reach Your Network: For opportunity providers, SPVs make it easier for them to share deals with their network because SPVs for club deals are a lot easier to set up than an investment fund.
  • Enhanced Financing Opportunities: With SPVs, there's often an opportunity to secure better financing terms due to the isolation of financial risk, making them an attractive proposition for lenders.
  • Facilitated Fundraising: SPVs often have lower minimum investment requirements compared to traditional investment avenues, broadening the pool of potential investors and making it easier to raise capital.
  • Operational Efficiency: By isolating specific projects or assets, SPVs streamline operational processes, reducing the complexity and overhead typically associated with large-scale investments.

Disadvantages of SPVs

While SPVs offer significant advantages, there are important considerations to keep in mind before pursuing an SPV investment:

  • Specialised Management Requirement: SPVs streamline operations, but their unique structure also necessitates specialized management.
  • Reputational Risks: If an SPV is being used by an existing business as a subsidiary, problems within the SPV, or its misuse, can lead to reputational damage for the parent company, despite the legal separation.
  • Regulatory and Compliance Risks: SPVs must adhere to specific regulations, and failure to comply can result in legal and financial consequences for both the SPV and its investors.
  • Costs and Fees: Establishing and maintaining an SPV incurs additional expenses, including legal, accounting, and management fees, which must be balanced against the anticipated advantages.

Bonus: SPVs are, in some ways, associated with increased financial risk — SPVs often undertake specific, high-risk projects, which can translate to increased financial risk for investors, especially if the venture doesn't succeed as planned.

SPVs: Key Takeaways and Next Steps

SPVs present a focused and efficient way to invest in specific projects, combining risk containment with operational and tax efficiencies. While offering clear benefits, they also demand an understanding of their complexities, including regulatory compliance and the potential for transparency challenges.

Explore Roundtable for insightful tools and guidance, and take your first step towards a more informed and accessible journey in private market investments.