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Jurisdiction(s):
United Kingdom
Key definition
Special purpose vehicle definition

What does Special purpose vehicle mean? An SPV is an entity created to carry out a narrowly defined transaction, hold specified assets or ring‑fence risk for a project. It separates assets and liabilities from the sponsor group, often with limited recourse and non‑petition covenants to support bankruptcy remoteness. The term is descriptive rather than statutory, though securitisation law uses “securitisation special purpose entity” (SSPE). SPVs are used in securitisation and structured finance, project finance, real estate and IP holding, and pension scheme funding. In contingent asset or asset‑backed contribution arrangements, an employer may transfer assets to an SPV that lends back or grants income rights on agreed...

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UK collateralised debt obligations: structures and parties; portfolio management, capital structure and hedging; key legal, tax, credit enhancement and regulatory issues under the UK securitisation regime

Practice notes
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This Practice Note outlines collateralised debt obligations (CDOs) and the relevant UK regulatory regime. It addresses:

  • fundamentals such as Special purpose vehicles (SPVs), securitisation, tranches, and creating security over a portfolio of financial assets, which may include asset-backed Securities (ABS), mortgage-backed securities (MBS) and other issues of CDO securities
  • the key participants in a CDO transaction (arranger, portfolio manager, rating agencies, issuer and investors)
  • the principal CDO structures (cash flow CDO, market value CDO and synthetic CDO)
  • the main portfolio management approaches (dynamic and static)
  • the capital structure of SPVs used for CDO transactions
  • the role of hedging in CDO structures
  • key considerations and legal issues for CDOs (bankruptcy remoteness, methods of transferring the underlying assets to the SPV, jurisdiction and tax issues, credit enhancement and overcollateralisation)

What is a CDO? Core concepts

Collateralised debt obligations (CDOs) are intricate, high-value arrangements involving many parties, extensive documentation and, commonly, multiple jurisdictions. A CDO transaction involves an orphan shell company (a special purpose vehicle (SPV) established by the investment bank Arranging the CDO transaction) issuing newly created structured finance instruments (being...

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Web page updated on 22/05/2026

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