On January 25, 2017, Riveles Wahab partner Kaiser Wahab gave a presentation on considerations in structuring and raising funds for single purpose vehicles (“SPVs”), sometimes also called single purpose entities (“SPEs”). The SPV is an entity that is structured to take in investor monies towards funding a singular dedicated project or opportunity. They may be used for a variety of projects, including holding real estate, restaurant ventures, film ventures, and theme parks.
Kaiser’s program is focused on structuring SPVs to undertake capital raising by and through the sale of private securities, across a variety of industry verticals. He also discusses private offerings in general and the typical terms and conditions that apply to such offerings in and around the SPV universe. Unlike the many primer discussions of capital raising and securities focused on corporate startups, he focuses on the fundamentals of structuring and offering of securities in an entity that is dedicated to a singular project (or singular outcome). Hence, considerations that are not typically present in the capitalization of going concerns (e.g., Google), such as waterfalls, management performance fees, asset management fees, investor performance metrics and compensation structures, and a variety of other terms and issues unique to this context are covered in detail.
The presentation slides are below and the full Lawline presentation is available here.