Structured Finance: Using an Orphan SPV

  • English

  • HKCGI Member, Graduate, Student & Non-Member


  • Ms Rachel Huang, Partner, Ogier Global
  • Ms Cheryl Heslop, Associate Director, Debt Capital Markets, Ogier Global
  • Ms Wei-Hsin Tsai, Associate Director, Debt Capital Markets, Ogier Global
  • Mr Eric Chan FCG HKFCG(PE), Chief Consultant, Reachtop Consulting Limited (Chair)


An orphan structure is often used in a structured finance transaction where a special purpose vehicle ("SPV") is created for securitisation transaction. In such a structure, the essence is to have the SPV unconnected to any of the transactional parties hence achieving the off-balance sheet treatment and bankruptcy remoteness. This webinar will look at the securitisation transaction from the orphaned SPV's perspective, and will take a deeper dive into the creation, maintenance, and the role of such orphaned SPV in a transaction, as well as the regulatory, operational and documentational aspects of an orphan structured financing transaction. 


  • Introduction of orphan structures
    • What is an orphan structure?
    • In what jurisdictions are orphan structures used and why?
  • Jersey Orphan Structures
    • Key features and differences from a Cayman orphan structure
    • Regulatory requirement
    • Typical usage of Jersey orphan structures
    • What's the attraction?
  • Reasons for using orphan structures
    • Off-balance sheet treatment
    • Bankruptcy remoteness
    • Liquidity
    • Asset transfer
    • Tax planning/structuring
    • Possibility to expand scope of investment
  • Use or application of orphan structures
    • Typical usage of orphan structures
    • Parties involved
    • How it works
  • Documentation
    • Establishment of an orphan structure
    • Structured finance transaction using an orphan SPV
  • Regulatory requirements for orphan SPVs in Cayman Islands
    • AEOI reporting
    • AML policy and officers
    • Economic substance notification and reporting: classification of orphan SPVs
  • Examples of typical use of orphan structures
    • Single project investment
    • Aircraft financing
    • Shipping financing
    • Repacks

(Recorded in January 2023)

Level: Intermediate

Speakers' bio:
Ms Rachel Huang
Ms Cheryl Heslop
Ms Wei-Hsin Tsai

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