Matthew Kvilvang FINE 418 Module 6 Assignment

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Jan 9, 2024

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1 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.
3 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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4 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
5 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