The insolvency remote SPV in structured finance

Published by a ÀÏ˾»úÎçÒ¹¸£Àû Banking & Finance expert
Practice notes

The insolvency remote SPV in structured finance

Published by a ÀÏ˾»úÎçÒ¹¸£Àû Banking & Finance expert

Practice notes
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Introduction to spvs

What is an SPV?

'SPV' stands for 'special purpose vehicle'. An SPV is a body corporate, usually with limited liability, which is specially-incorporated for the purpose of a structured finance transaction in a jurisdiction and with an ownership structure which for tax, regulatory and/or accounting reasons result in favourable treatment for the transaction for which it has been set up. SPE (special purpose entity) and SPC (special purpose company) refer to essentially the same concept. (SPV, SPE and SPC can also refer to the terms 'single purpose vehicle', 'single purpose entity' and 'single purpose company' respectively). In Regulation (EU) 2017/2402 (EU Securitisation Regulation) and Assimilated Regulation (EU) 2017/2402 (UK Securitisation Regulation), SPVs are referred to as securitisation special purpose entities (SSPEs).

SPVs are most often used as financing vehicles (typically, issuers of securities) in structured finance transactions (such as repackagings) and securitisations and therefore 'issuer' and 'SPV' become somewhat interchangeable terms as a matter of market practice. For general introductions to repackagings and securitisations, see Practice Notes: Introductory

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Jurisdiction(s):
United Kingdom
Key definition:
Insolvency definition
What does Insolvency mean?

This can be defined by two alternative tests (Insolvency Act 1986, s 123):

• cash flow test: a company is solvent if it can pay its debts as they fall due, no matter what the state of its balance sheet (Re Patrick & Lyon Ltd [1933] Ch 786);

• balance sheet test: a company which can pay its debts as they fall due may be insolvent if, according to its balance sheet, liabilities (including contingent liabilities) exceed assets.

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