SPV / holdco

An SPV is an entity established for a specific purpose. A holding company, or holdco, holds interests in other entities or assets and need not be special-purpose. An acquisition holdco can be an SPV, but the terms are not synonyms.

SPV / holdco in practice

Hypothetical: investors own an acquisition holding company, which owns an operating company. The transaction documents identify the purchaser, borrowers, guarantors, and pledged assets; those roles may sit in different entities. The ownership chart alone does not establish where debt sits or guarantee that liabilities are ring-fenced.

Hypothetical ownership chain

Debt push-down · Structural vs contractual subordination · Holding company (holdco) · Cap table · Newco · Bidco · Topco · All of the glossary