Here’s Everything You Need To Know About Special Purpose Entity

What Is A Special Purpose Entity?

A Special Purpose Entity (SPE) is a legal structure established for a specific purpose, often to isolate assets, liabilities or financial activities from a parent company. These entities serve purposes such as risk mitigation, project financing and regulatory compliance and are commonly used in sectors such as finance, real estate and project development. 

SPEs are a profitable proposition as they enable the separation of specific financial functions or assets while protecting the parent company from related risks or liabilities.

What Is The Difference Between Special Purpose Entities & Special Purpose Vehicles?

Special Purpose Entities (SPEs) and Special Purpose Vehicles (SPVs) are often used interchangeably, but they are two distinct terms. An SPE is a legal entity created for a specific purpose, while an SPV is a subset of an SPE created to isolate risk and assets. The primary distinction lies in their objectives. An SPE might be established for a broader range of purposes, while an SPV is a more specific subset designed to achieve a particular financial goal.

A common example of an SPE can be found in the world of asset transformation. When a financial institution wants to offload a portfolio of loans or assets to minimise risk and free up capital, it can establish an SPE to purchase and hold these assets. The SPE then issues securities backed by these assets, which are sold to investors. In this scenario, the SPE serves as a legal structure that separates the assets from the parent company, reducing the parent company’s exposure to potential losses.

What Are The Types Of Special Purpose Entities?

Special Purpose Entities come in various forms, each tailored to specific financial needs and objectives. Some common types of SPEs include: 

1. Trusts: Trusts are often used in securitisation transactions. They hold assets on behalf of beneficiaries and then subsequently distribute the income generated from these assets among investors.
2. Corporations: Some SPEs are structured as corporations, with limited liability for the parent company. These entities are often used in project financing and real estate development.
3. Partnerships: Limited partnerships and limited liability partnerships can also serve as SPEs. They offer tax benefits and are frequently used in joint ventures and investment structures.
4. Limited Liability Companies (LLCs): LLCs are another popular choice for creating SPEs. They provide a flexible ownership structure while offering liability protection to the parent company.
5. Statutory Trusts: Statutory trusts are commonly used in the creation of mortgage-backed securities (MBS). They offer legal protections and a clear framework for managing assets.

What Is An Special Purpose Entity In Banking?

In the banking sector, a Special Purpose Entity (SPE) is often used for risk management and capital optimisation. When banks want to reduce the risk associated with certain assets, loans or securities, they can create an SPE to hold these assets. 

This separation of assets helps the bank reduce its capital requirement, as only the SPE’s assets are considered while calculating regulatory capital. It allows the banks to free up capital for other purposes and maintain a more favourable capital position.

What Is An SPE Transaction?

An SPE transaction is a financial arrangement or operation conducted through a Special Purpose Entity (SPE). These transactions are structured to achieve specific financial objectives such as risk mitigation, tax optimisation, or financing.

The primary purpose of an SPE transaction is to create a legal separation between certain assets and their owners or originators. This separation can have several benefits, including reducing risk exposure, enhancing financial efficiency, and achieving regulatory compliance.

SPE transactions are prevalent in various industries, including:

1. Securitisation: Banks and financial institutions often use SPEs to securitise assets such as mortgages, auto loans, or credit card receivables.  
2. Project Financing: In infrastructure and construction projects, SPEs are frequently established to isolate the project’s assets and liabilities from the parent company. This allows for more straightforward project financing, as investors can assess the project’s financial health independently.
3. Real Estate: Developers often create SPEs to manage individual real estate projects. This structure can provide liability protection for the parent company and make it easier to secure financing for the project.
4. Risk Management: Some companies establish SPEs to hedge against specific risks like currency fluctuations, interest rate changes, or commodity price fluctuations. These entities enable businesses to isolate risk and protect their core operations.