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Orphan structure
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Orphan structure
Orphan structure or Orphan SPV or orphaning are terms used in structured finance closely associated with creating SPVs ("Special Purpose Vehicles") for securitisation transactions where the notional equity of the SPV is deliberately handed over to an unconnected 3rd party who themselves have no control over the SPV; thus the SPV becomes an "orphan" whose equity is controlled by no one.
In an orphaned SPV, the equity is held by a 3rd party with no legal relationship to the two main parties engaging in the securitisation (the asset user(s), and the lender(s) financing the assets). While this 3rd party legally "owns" the equity of the SPV, the way in which their ownership is structured gives them no control over the SPV.
The driver for orphaning is to enable the securitisation transaction to be held off-balance sheet. If the asset users, or the asset lenders, owned (or legally controlled) the SPV equity, then the SPV would be consolidated into their group accounts. This is something that the lenders to the SPV have to avoid as they are mostly banks and only want to give in loans. Users of the asset may want to avoid if their borrowing limits may have been reached (or they want a regulatory/liability firewall between themselves and the asset(s)).
Orphaned SPV structures allow lenders to separate the asset finance, from the asset user(s), thus enabling them to move the asset to other users(s) should the situation arise (e.g. bankruptcy of a user), without having to recreate a new SPV and/or reraise new loans.
Orphaning is at the heart of global securitisation transactions, and without orphaning, most securitisation SPVs would cease to be useful or effective to their creators.
An orphaned SPV is, by definition, an artificial creation as everybody knows who "controls" the SPV. There are instances outside of securitisations where orphaned SPVs, and the ability to separate "true" owners from "legal" owners, can be used for tax avoidance. For example, restructuring equity into debt, and then relocating this debt to a tax haven via orphaned SPVs, is a classic abuse of orphaning. This is why orphaning is not available in all jurisdictions, and where it is offered in non-tax havens (i.e. where there are domestic taxes), it is strictly controlled and monitored by taxing authorities.
The SPV is generally a limited liability company issued in either an offshore location (e.g. the Cayman Islands SPV) or an onshore location (e.g. Irish Section 110 SPV).
The key considerations in deciding what 3rd party entities are used to "own" the orphaned SPV equity are driven by:
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Orphan structure
Orphan structure or Orphan SPV or orphaning are terms used in structured finance closely associated with creating SPVs ("Special Purpose Vehicles") for securitisation transactions where the notional equity of the SPV is deliberately handed over to an unconnected 3rd party who themselves have no control over the SPV; thus the SPV becomes an "orphan" whose equity is controlled by no one.
In an orphaned SPV, the equity is held by a 3rd party with no legal relationship to the two main parties engaging in the securitisation (the asset user(s), and the lender(s) financing the assets). While this 3rd party legally "owns" the equity of the SPV, the way in which their ownership is structured gives them no control over the SPV.
The driver for orphaning is to enable the securitisation transaction to be held off-balance sheet. If the asset users, or the asset lenders, owned (or legally controlled) the SPV equity, then the SPV would be consolidated into their group accounts. This is something that the lenders to the SPV have to avoid as they are mostly banks and only want to give in loans. Users of the asset may want to avoid if their borrowing limits may have been reached (or they want a regulatory/liability firewall between themselves and the asset(s)).
Orphaned SPV structures allow lenders to separate the asset finance, from the asset user(s), thus enabling them to move the asset to other users(s) should the situation arise (e.g. bankruptcy of a user), without having to recreate a new SPV and/or reraise new loans.
Orphaning is at the heart of global securitisation transactions, and without orphaning, most securitisation SPVs would cease to be useful or effective to their creators.
An orphaned SPV is, by definition, an artificial creation as everybody knows who "controls" the SPV. There are instances outside of securitisations where orphaned SPVs, and the ability to separate "true" owners from "legal" owners, can be used for tax avoidance. For example, restructuring equity into debt, and then relocating this debt to a tax haven via orphaned SPVs, is a classic abuse of orphaning. This is why orphaning is not available in all jurisdictions, and where it is offered in non-tax havens (i.e. where there are domestic taxes), it is strictly controlled and monitored by taxing authorities.
The SPV is generally a limited liability company issued in either an offshore location (e.g. the Cayman Islands SPV) or an onshore location (e.g. Irish Section 110 SPV).
The key considerations in deciding what 3rd party entities are used to "own" the orphaned SPV equity are driven by: