SPV, acquisition holding company, fiducie:
financing a project while ring-fencing the risk

Three situations lead to these structures. First: you are buying a company and — rightly — you do not want the acquisition debt to weigh on your current company's balance sheet. Second: you are launching a project separate from your core business (a production unit, operational real estate, an infrastructure asset) whose risk profile has nothing in common with the rest. Third: several investors want to take part in the project, and you need a framework in which each one knows exactly their rights, their ranking and their exit. In all three cases, housing the project on the existing balance sheet creates confusion — for your bankers, for your shareholders and for you.

An SPV (special purpose vehicle) is a company set up to carry a single purpose: the project. It receives the investors' equity and the lenders' debt, holds the asset or the shares, and its repayment relies on the project's own cash flows — not on your operating company. The acquisition holding company (HoldCo) is its most common use in business succession and buyouts: it borrows to buy the target's shares and repays the debt from the dividends the target pays up to it — this is how leverage works. The fiducie, a French-law trust arrangement that is less widely known, transfers assets into a ring-fenced estate managed by a trustee (fiduciaire): it gives lenders exceptionally strong security, which can unlock financing that conventional guarantees would not obtain.

These structures have a reputation for complexity that they only half deserve: explained properly, they can be understood in a single meeting. That is where we start — a clear diagram of who owns what, who lends to whom and how the money flows. We then model the vehicle's financing plan (equity, senior debt, mezzanine where needed, the timetable for cash flows moving up to the SPV or holding company), check that the ratios hold under downside scenarios, and then bring the funders together: our network includes banks, debt funds and investors familiar with these structures, in France and internationally. Finally, we coordinate the legal and tax advisers — the structure must be robust on both fronts; our role is not to replace them, but to get everyone working in the same direction and in your interest. You stay in control of the timetable and the key decisions; we hold the structure together.