Matthew Kvilvang FINE 418 Module 6 Assignment
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Special Purpose Vehicles (SPV) and Acceptance Decisions
Matthew J. Kvilvang
Embry Riddle Aeronautical University – WW
FINE – 418
Professor Dimitrios Siskos
November 21, 2023
2
Special Purpose Vehicles (SPV) and Acceptance Decisions
Introduction
A Special Purpose Vehicle (SPV) is a legal arraignment that can be established to
separate an asset, subsidiary or a financial transaction from a larger corporation or Government
agency. (Estevez, 2021) An SPV is similar in nature to a Limited Liability Company (LLC) that
separates a business’s finances and assets, from the owners’ personal finances and assets. It
creates a legal but physically invisible boundary that cannot be crossed in order to protect the
business, investors and assets. AN SPV can also be created for cooperative business ventures,
such as a Public Private Partnership (PPP).
Proof of Concept
“Since special purpose vehicles function as subsidiary entities for larger parent
organizations, they're typically used to finance new operations at favorable terms” (Estevez,
2021). Typically, an SPV will be created for a limited amount of time to isolate risk within a
specific transaction or venture. For example, SPV’s are often created as a subsidiary of larger
corporations and businesses, such as the Great Value brand from Walmart. Walmart owns the
brand Great Value, but the two entities are separated by an SPV.
Public Private Partnerships, commonly knows as PPP’s, allow the retention of ultimate
ownership for infrastructure projects, such as an airports capital infrastructure improvement
project. Mitigating risk in a PPP is of upmost priority. Due to the involvement of the private
sector, investors will want to hedge in favor of their investments, and the airport manager must
consider risk mitigation. This is why an SPV would be used, to protect the project against
financial risk over the project lifespan.
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Risks
Typical risks in capital infrastructure projects are multifaceted and universal in nature.
Risks include but are not limited to “Preconstruction risks (land acquisition, permits, etc.);
construction period risks (rise in material costs, delays, etc.); O&M period risks (asset failures,
unavailability of maintenance materials, etc.); and commercial and market risks (demand risk,
change in the law, etc.)” (Uddin, 2019). PPP’s generally have a long-term repayment plan, due to
the amount of money that is loaned for a project of this scale. It would be physically impossible
for an airport to pay back millions, potentially billions of dollars back in a short-term period.
The public sector is expecting something out of a capital infrastructure investment
project. Whether it be new roads, the construction of a solar farm, addition of runways or
terminals for a local airport, they need to be on boars with the project or else there is a major risk
of losing investment opportunities. “Scale and duration make the longer lead time for the
procurement element of PPP projects less of an issue” (Uddin, 2019).
Risks associated with the public sector are land availability, social risk, environmental
risk, MAGA risk and law change risk. Shared risks between the private and public sector include
social, environmental, variations, financial markets, strategic, disruptive technology, force
majeure and early termination. The private sector assumes design, construction, operations and
condition at hand-back risks. (Global Infrastructure Hub, 2019) With all the risks associated on a
capital infrastructure project, it makes sense why a SPV would be made within a PPP.
Risk Mitigation
The most common method to mitigate risk in any business venture, is to share the risk
amongst multiple parties. Generally speaking, the airport in this situation would carry all the risk,
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as they are responsible for the end product, whether is succeeds or fails. Sharing the risk with a
PPP, alleviates any risk to a single party. The airport, investors and the public share risk
inherently with a PPP. “In the U.S., the three common types of airports use agreements are the
residual method, the compensatory method, and the hybrid method” (Karanki, 2020).
The residual method allows financial risk of the airport to be bestowed upon the airlines
operating from that airport, so the airlines can pay less fees. Under a compensatory agreement,
the airport boasts all the financial risk associated with the lack of a signatory airline. In the
hybrid agreement, the airport bears its own financial risks and the airlines bear financial risk
from a result of their operations at that airport. While the airport and airlines are separate entities,
they have a symbiotic relationship that requires the airport to continue developing these capital
infrastructure projects, in order to keep the airlines operational. Without airports, airlines are
unable to accomplish their mission.
Conclusion
Mitigating financial risk is a massive responsibility and is of upmost priority in order to
protect the public, the investors from the private sector, and the airport. Under a PPP, investors
hold a lot of the same risks financially as the airport. If the airport were to fail, the investors in
the private sector would lose their investment if they did not hedge in their favor. Public risk,
including social, environmental and economical factors all play a vital role in airport capital
infrastructure investments. For the risk mitigation factors to consider, an SPV is a viable option
to allow investors to pool their capital into a single place for the infrastructure project. It allows
the balance sheet for the airport and the balance sheet from the investors capital to remain
separated, which is useful to isolate certain holdings for maintaining records. SPV’s also allow
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the investors to invest in companies that don’t fit into their investment strategy, or falls outside
their terms.
References
Estevez, E. (2021, June 26). What role do SPVS / SPES play in public-private partnerships?.
Investopedia. https://www.investopedia.com/ask/answers/030915/what-role-do-spvs-
spes-play-publicprivate-partnerships.asp
Fecri Karanki, Siew Hoon Lim (2020) The effects of use agreements on airport efficiency,
Journal of Air Transport Management, Volume 84,101767, ISSN 0969-
6997,https://doi.org/10.1016/j.jairtraman.2020.101767.
Global Infrastructure Hub. (2019, August 8). Airport. PPP Risk Allocation Tool. https://ppp-
risk.gihub.org/risk-allocation-matrix/transport/airport/
Uddin, M. (2019, April 8). PPPs: What is a sensible risk transfer strategy?. Passle.
https://angle.ankura.com/post/102hbbc/ppps-what-is-a-sensible-risk-transfer-strategy
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