A Comprehensive Analysis of Special Purpose Entity in Project Finance
A Special Purpose Vehicle is a separate legal entity that is created for the purpose of undertaking a project. It offers limited liability to the sponsors involved in the project and provides banks a way to control their exposure on a project-by-project basis.
SPV stands for Special Purpose Vehicle and is the legal entity formed to undertake a project.
It can be thought of as a special purpose company, but with additional features. SPV’s are created by the sponsor(s) who fund it with equity and with any debt required. The SPV then undertakes the project, which may be financed by multiple sources of finance including banks, other institutional investors and possibly private equity investors (see below).
The SPV is created by the sponsor(s) who fund it with equity and with any debt required.
The sponsor(s) may be a company, limited liability partnership or trust. They could also be a bank or even the sponsor’s shareholders.
An SPV may be a company, limited liability partnership or trust and must have limited liabilities and ownerships.
The owners of an SPV are not personally liable for its obligations unless they guarantee these obligations personally, so it is important that the owners do not own more than 49% of the assets in an SPV at any time and that they do not acquire additional assets without prior approval from the lender or sponsor.
The SPV must be able to borrow money in its own name because project financers usually lend money directly to an SPV rather than lending money to individual members of a consortium or other participants who may then transfer their respective portions of debt obligations among themselves through intercompany agreements (IIA).
The SPV must be able to enter into contracts on behalf of itself and its shareholders/partners/trustees but does not have unlimited powers; some documents may require signature by one shareholder/partner/trustee if others disagree on something important but otherwise will allow all decisions made by majority vote if there is no specific agreement about voting rights when creating articles for registered companies etc..
The sponsor is usually a company that wishes to pursue an investment opportunity without exposing itself to new risks.
In the context of project finance, a sponsor is the entity that initiates the project and puts in all of the money. The sponsor takes full risk for financing and operating costs, but it also gets all of the rewards if things go well. The sponsor may also assume some limited liabilities (e.g., owner’s risk) of a project when appropriate. The roles of other participants in a transaction depend on their respective duties and responsibilities. For example, lenders and EPC contractors are usually responsible for payment obligations associated with their specific roles during different phases of a project (e.g., construction).
A bank will often be willing to fund an SPV on the basis of its own creditworthiness alone, without regard to the credit of the sponsor(s).
This can be important because sponsors may have limited access to funds or may not wish to use their own funds for a project. In this case, banks will consider funding an SPV’s capital structure and liabilities on the basis of:
- The SPV’s legal form (i.e., whether it is incorporated or unincorporated)
- The nature of its assets or sources of income
- Whether these assets are pledged as security for any debt issued by the SPV
It avoids exposing itself to the additional risks involved.
As the sponsor, you are not liable for the debts of SPV. In most cases, sponsors have no liability for any of their investments. As long as they meet their obligations to their investors, they are free to invest in anything they choose. This is often a major reason why sponsors choose project finance over other forms of financing: it allows them to avoid exposing themselves to additional risks involved with projects that may be outside of their expertise or comfort zone.
The basic commercial logic behind setting up an SPV is that it can borrow money in its own name, without recourse to any other party.
This is important because it makes the project more attractive to investors and lenders who are looking for projects with a lower risk profile.
For example, let’s say you’re considering investing in a new shopping mall development.
You want to ensure that your investment will be repaid, so you want some security on the land being used by the mall owner — the sponsor — to build the shops and parking lots where your customers will shop.
But if you lend directly to them, there’s no guarantee they’ll pay back your loan; after all, they could go bankrupt or decide not to continue with their plans at all!
On the other hand…
If instead of lending directly to them (and exposing yourself personally), you lend through an SPV set up by them specifically for this purpose…then if things go wrong and they don’t get repaid by their tenants (customers) then YOU won’t lose any money because only YOUR stakeholder debt was exposed via this special purpose entity!
It is not difficult to understand why sponsors, who are usually companies with existing businesses or projects, choose to set up SPVs.
It allows them the freedom to pursue investment opportunities without exposing themselves to new risks.
This makes it easier for banks and other lenders too, as they can analyze the project’s financial viability on its own merits rather than having to factor in any potential liabilities of the sponsor(s) in making their lending decisions.
Havelet Finance Limited undertakes the following;
• Long-term loans for up to 20 years.
• Organization of project finance (PF) schemes.
• Operations with letters of credit or bank guarantees.
• Financial modeling and consulting.
• Investment engineering.
Website: https://www.havelet-finance.com
Email: credit@havelet-finance.com