# Special Purpose Vehicle (SPV): Definition and Reasons Companies Use Them

## What Is a Special Purpose Vehicle (SPV)?

A Special Purpose Vehicle (SPV), also known as a Special Purpose Entity (SPE), is a separate subsidiary formed by a [parent company](https://www.investopedia.com/terms/p/parentcompany.asp) to isolate and manage financial risks. By operating independently, SPVs secure obligations even in the event of a parent company's bankruptcy. However, if improperly used, SPVs can obscure debt, as revealed by the infamous Enron scandal. Understanding SPVs is crucial for evaluating potential investments and mitigating financial exposure.

### Key Takeaways

*   An SPV is a separate company created by a parent company to isolate financial risk and has its own balance sheet.  
    
*   SPVs can be used to undertake risky ventures without putting the parent company's assets and investors at risk.  
    
*   An SPV may serve as a holding company for debt securitization or be used for strategic joint ventures.  
    
*   The misuse of SPVs, as seen in the Enron scandal, can lead to significant financial harm if not properly monitored.  
    
*   SPVs are commonly used in venture capital to consolidate capital and make a single investment in startups

![Special Purpose Vehicle](https://www.investopedia.com/thmb/GG1zZUYb_f6UECsy247AlYvoaWU=/1500x0/filters:no_upscale():max_bytes(150000):strip_icc()/spv-Final-974453786ede4673a9c980206543bfad.jpg)

*— Theresa Chiechi / Investopedia*

## In-Depth Look at Special Purpose Vehicles (SPVs)

A [parent company](https://www.investopedia.com/articles/stocks/09/parents-and-spinoffs.asp) creates an SPV to isolate or securitize assets in a separate company that’s often kept off the balance sheet. It may be created to undertake a risky project while protecting the parent company from the most severe risks of its failure or solely to securitize debt in some cases so investors can be assured of repayment.

SPVs are limited to acquiring and financing specific assets. The separate company structure serves as a method of isolating the risks of these activities. SPVs can act as counterparties for swaps and other sensitive financial instruments.

A company can form the SPV as a limited partnership, a trust, a corporation, or a [limited liability company (LLC)](https://www.investopedia.com/terms/l/llc.asp), among other options. It may be designed for independent ownership, management, and funding. SPVs help companies securitize assets, create [joint ventures](https://www.investopedia.com/terms/s/strategic-joint-venture.asp), isolate corporate assets, or perform other financial transactions.

SPVs are used in [venture capitalism](https://www.investopedia.com/terms/v/venturecapital.asp) by a group of investors to pool their assets to launch a new business or invest in a startup. SPVs typically make just one investment into a business, whereas an investment fund would make multiple investments over some time.

## How SPV Financials Operate

SPV financials often don't appear on the parent company’s [balance sheet](https://www.investopedia.com/terms/b/balancesheet.asp) as equity or debt.

> **Important**
>
> An investor should always check the financials of any SPV before investing in a company. Remember Enron!

An SPV can hide important information from [investors](https://www.investopedia.com/terms/i/investor.asp), preventing a full financial overview. Investors should review both the parent company's and the SPV's balance sheets before investing.

## The Enron Case: SPVs Gone Wrong

The massive financial collapse of [Enron Corp.](https://www.investopedia.com/updates/enron-scandal-summary/) in 2001 is a prime example of the misuse of an SPV. Enron was a supposedly booming energy company based in Houston, Texas.

Enron’s stock was rising rapidly, and the company transferred much of the stock to a special purpose vehicle, taking cash or a note in return. The special purpose vehicle then used the stock for [hedging assets](https://www.investopedia.com/trading/hedging-beginners-guide/) that were held on the company’s balance sheet.

Enron guaranteed the special purpose vehicle’s value to reduce risk. The value of the special purpose vehicle followed and plunged when Enron’s stock price dropped, and the guarantee was forced into play.

Enron’s misuse of SPVs was by no means the only accounting trick perpetrated by the corporation, but it may have been the greatest contributor to its abrupt fall. Enron couldn’t pay the huge sums it owed creditors and investors, and financial collapse followed quickly.

The company revealed financial details on balance sheets for both itself and the SPVs before its collapse. Its conflicts of interest were there for all to see, but few investors delved deep enough into the financials to grasp the gravity of the situation.

## What Are Special Purpose Vehicles Used for?

A special purpose vehicle (SPV) is a subsidiary company that’s formed to undertake a specific business purpose or activity. SPVs are commonly used in certain structured finance applications such as asset securitization, joint ventures, or property deals, or to isolate parent company assets, operations, or risks. SPVs have many legitimate uses but have also played a role in several financial and accounting scandals.

## Do an SPV’s Assets and Liabilities Appear on the Parent Company’s Balance Sheet?

No. Special purpose vehicles have their own obligations, assets, and liabilities outside the parent company. SPVs can issue bonds to raise additional capital at more favorable borrowing rates than the parent could. They also create a benefit by achieving [off-balance sheet treatment](https://www.investopedia.com/terms/o/obsf.asp) for tax and financial reporting purposes for a parent company.

## What Are the Mechanics of an SPV?

The SPV itself acts as an affiliate of a parent corporation that sells assets off of its own balance sheet to the SPV. The SPV becomes an indirect source of financing for the original corporation by attracting independent equity investors to help purchase debt obligations. This is most useful for large [credit risk](https://www.investopedia.com/terms/c/creditrisk.asp) items, such as [subprime mortgage](https://www.investopedia.com/terms/s/subprime_mortgage.asp) loans.

Not all SPVs are structured the same way. SPVs are often limited liability companies (LLCs) in the United States. The LLC normally groups the assets into [tranches](https://www.investopedia.com/ask/answers/what-tranche/) and sells them to meet the specific credit risk preferences of investors after it purchases the risky assets from the parent company.

## Why Would a Company Form an SPV?

SPVs are created for several reasons. They provide protection for a parent company’s assets and liabilities as well as protection against [bankruptcy](https://www.investopedia.com/terms/b/bankruptcy.asp) and [insolvency](https://www.investopedia.com/terms/i/insolvency.asp). These entities can also provide an easy way to raise capital. SPVs have more operational freedom because they aren’t burdened with as many regulations as the parent company.

## What Is the Function of SPVs in Public-Private Partnerships?

[Public-private partnerships](https://www.investopedia.com/terms/p/public-private-partnerships.asp) are collaborations between a government agency and a privately owned company. Many private partners in public-private partnerships demand a special purpose vehicle as part of the arrangement. This is especially true for capital-intensive endeavors such as infrastructure projects. The private company might not want to take on too much financial exposure, so an SPV is created to absorb some of the risks.

## Key Insights and Takeaways on SPVs

A special purpose vehicle (SPV) serves as a subsidiary to isolate financial risk and securitize assets, effectively shielding the parent company from potential liabilities. While SPVs can enable companies to undertake specific, riskier ventures with financial protection, they have also been misused to conceal financial conditions, notably in the Enron scandal. Investors should scrutinize both SPV and parent company financials to ensure a comprehensive understanding of the financial health before making investment decisions.

> **Article Sources**
>
> 1.  Corporate Finance Institute. “[Special Purpose Vehicle (SPV)](https://corporatefinanceinstitute.com/resources/management/special-purpose-vehicle-spv/).”
>     
> 2.  U.S. Securities and Exchange Commission. “[United States District Court. Southern District of Texas. Houston Division: United States Securities and Exchange Commission, Plaintiff, v. Kenneth L. Lay, Jeffrey K. Skilling, Richard A. Causey, Defendants](https://www.sec.gov/litigation/complaints/comp18776.pdf),” Pages 2, 6, and 9–12.
>     
> 3.  U.S. Securities and Exchange Commission. “[United States District Court, Southern District of Texas, Houston Division: United States Securities and Exchange Commission, Plaintiff, v. Andrew S. Fastow, Defendant](https://www.sec.gov/litigation/complaints/comp17762.htm).”