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The role of special purpose vehicles in modern financial structuring

Authored by FlexFunds
special purpose vehicle
special purpose vehicle
  • This article explains what special purpose vehicles (SPVs) are and why they are crucial for asset securitization and other modern financial structures.
  • The information is intended for asset managers and investment advisors seeking to understand the benefits of SPVs.
  • At FlexFunds, we provide asset securitization solutions to launch exchange-traded products (ETPs) through dedicated Irish SPVs. For more information, feel free to contact our expert team.

In the field of modern financial structuring, various tools and solutions exist to enhance liquidity and improve the distribution of investment strategies. Among the most significant is asset securitization.

This process groups and transforms diverse financial assets, whether liquid or illiquid, into exchange-traded products (ETPs), offering numerous benefits.

To execute a securitization, a special purpose vehicle (SPV) is required. 

What are special purpose vehicles?

SPVs are independent legal entities created by a sponsor or parent company to manage investments in specific projects.

To function, the sponsor must transfer foundational assets to the special purpose vehicle through a contractual agreement and the establishment of a trust.

The importance of SPVs in asset securitization

SPVs play a pivotal role in asset securitization due to several advantages they offer the involved parties:

1. Risk isolation

Special purpose vehicles provide limited liability for capital investors. In the event of default, personal assets remain legally protected, and risk is confined to the capital initially invested in the SPV.

By segregating assets and liabilities from the parent entity, SPV asset managers can better manage risks, limit exposure, and reduce potential losses.

According to Gary Gorton, economist and finance professor at Yale School of Management, SPVs “are set up so that they cannot declare bankruptcy and so their assets cannot be seized if their sponsor goes bankrupt. Investors in SPV securities are therefore insulated from the risks they would shoulder dealing directly with the sponsor.”

Operational and tax efficiency

Special purpose vehicles are vital for asset securitization as they can be structured in various ways to meet client objectives. Specifically, they can be set up as equity, debt, or hybrid vehicles.

They also enhance tax efficiency through their establishment in tax-friendly jurisdictions, reducing income and capital gains taxes.

For instance, FlexFunds and many other financial service providers set up their SPVs in Ireland. As of Q2 2023, according to the Central Bank of Ireland, there were 3,493 SPVs registered in the country with total assets worth €1.14 trillion.

Facilitating access to global markets

Asset securitization through the creation of a special purpose vehicle simplifies global market access and boosts investment strategy distribution.

At FlexFunds, this process packages strategies into “Euroclearable” ETPs with their own ISIN/CUSIP codes, making them easily tradable through brokerage accounts and private banking platforms worldwide.

FlexFunds: A trusted partner

FlexFunds offers various investment vehicles tailored to different client needs and objectives:

  • FlexPortfolio: Allows asset managers to securitize a wide range of listed liquid assets, such as stocks, bonds, and ETFs.
  • Flex Private Program: Ideal for securitizing illiquid assets like real estate.
  • FlexFeeder: Enables asset managers to securitize private fund shares, enhancing global distribution.

In each case, the five-step process begins with a detailed analysis to deliver a fully customized solution, culminating in the issuance and listing of the ETP within 6 to 12 weeks.

FlexFunds stands out for offering tailored solutions compatible with all client types, backed by internationally renowned service providers like CSC, Interactive Brokers, Bloomberg, Bank of New York, among others.

For more information about FlexFunds’ ETPs and the asset securitization process, don’t hesitate to contact our expert team.

Sources:

https://www.centralbank.ie/docs/default-source/statistics/data-and-analysis/other-financial-sector-statistics/financial-vehicle-corporations/2024q2_irish-special-purpose-entities.pdf?sfvrsn=dfb5611a_3
https://knowledge.wharton.upenn.edu/podcast/knowledge-at-wharton-podcast/enron-aside-special-purpose-vehicles-spvs-are-legal-innovative-and-widely-used/

Disclaimer:

The purpose of content of the above article, blog, or post is only informational, and it is not intended to provide any sort of investment advice, as an offer of solicitation to buy, sell, or hold, or as recommendation, endorsement of any security, investment, fund and / or company. The content and information provided in the above article, blog, or post does not constitute financial, trading, or investment advice of any type. Neither FlexFunds ETP nor FlexFunds Ltd. is a U.S. registered broker-dealer, or an investment adviser registered with the U.S. Securities and Exchange Commission. Our entities do not raise capital for clients or the Issuers. We do not solicit any specific products, nor offer investment advice or make investment recommendations, nor do we offer tax, legal, financial advice or otherwise. Perform your own due diligence and consult a financial advisor prior to making any investment decision.

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FlexDual Portfolio Details

Dual Custody: Securitizes a strategy with listed assets in a Bank of New York Mellon & Interactive Brokers accounts

Applications

  • Bankability: Global distribution of a strategy
  • Centralized managed account
  • Fund creation alternative
  • Custody of locally listed bonds
  • Design a mixed investment strategy of fixed income, equities, and derivatives

Advantages

  • Trading and custody platform with available leverage
  • Efficient subscription through Euroclear
  • Actively managed by a Portfolio Manager
  • No limitations on rebalancing or portfolio composition
  • Cost efficient
  • Flexibility in the choice of executing broker for underlying trades

FlexRegulated Portfolio Details

Securitizes a strategy with listed assets in an Interactive Brokers account targeting institutional and retail investors

Applications

  • Global distribution of a strategy
  • Centralized managed account
  • Regulated fund creation alternative

Advantages

  • Trading and custody platform with available leverage
  • European UCITs compliant
  • Market to institutional and retail investors
  • Actively managed by a Portfolio Manager
  • Market maker as part of the solution
  • Low value tickets
  • Cost efficient

FlexOpen Portfolio Details

Securitizes a strategy with listed assets in any custodian account

Applications

  • Global distribution of a strategy
  • Centralized managed account
  • Regulated fund creation alternative

Advantages

  • Manage portfolios from any major custodian
  • Introducing Broker Dealers maximize revenue from own trading fees structure
  • AUM remain on the introducer broker agreement
  • Efficient subscription through Euroclear
  • Actively managed by the Portfolio Manager
  • No limitations on rebalancing or portfolio composition
  • Cost efficient

FlexPortfolio Details

Securitizes a strategy with listed assets in a Bank of New York Mellon or Interactive Broker custodian account

Applications

  • Global distribution of a strategy
  • Centralized managed account
  • Fund creation alternative
  • Custody of locally listed bonds

Advantages

  • Efficient subscription through Euroclear
  • Actively managed by a Portfolio Manager
  • No limitations on rebalancing or portfolio composition
  • Cost efficient
  • Flexibility in the choice of executing broker for underlying trades
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Welcome to FlexFunds

We provide our services under the Global Note Programs through several entities that perform different activities. Among these entities are FlexFunds ETP LLC which acts as Calculation Agent, and FlexFunds Ltd, which acts as the Program Coordinator. Before making a decision to invest in the Global Note Programs, you should consider the following:

  1. Independent entities. FlexFunds ETP and FlexFunds Ltd. are not managers of the special purpose vehicles, collectively, responsible for the issuance of Notes under the Global Note Programs.
  2. Coordinated Activities. FlexFunds ETP and FlexFunds Ltd act as coordinators of the different entities participating in the Global Note Programs. However, each of the entities is responsible for its own duties and activities in the process.
  3. Not Broker-Dealer or Investment Adviser. Neither FlexFunds ETP nor FlexFunds Ltd. is a U.S. registered broker-dealer or an investment adviser registered with the U.S. Securities and Exchange Commission. Our entities do not raise capital for clients or the Issuers. We do not solicit any specific products, nor offer investment advice or make investment recommendations, nor do we offer tax, legal, financial advice or otherwise.

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