What can I expect to find in the SPV’s annual accounts

Edited

Please note that this article refers to the SPV’s accounts. If you are looking to assess the performance of your investment, you should refer to the target company’s annual accounts instead.

What are the SPV’s assets?

  • “Participating interests” (for SPVs structured as SCSp) or “Participations” (for SPVs structured as SAS/SC) refer to the amount invested by the SPV in the target company, whether through equity instruments or convertible instruments.

  • "Deferred charges" / “Charges constatées d’avance”: These represent Roundtable's administration fees for future years. When an SPV is created, investors pay Roundtable fees upfront covering a seven-year or ten-year period (depending on the SPV’s creation date). Each year, one-seventh (or one-tenth) of this amount is recognized as an expense by the SPV. The remaining amount is recorded as “deferred charges,” reflecting costs that have been paid in advance but will be recognized over the following reporting periods, as the SPV continues to benefit from Roundtable's services.

    • If the Roundtable’s fees have been paid directly by the sponsor of the deal, this section won’t apply.

  • "Cash at bank and in hand" / “Disponibilités” / refers to the cash held by the SPV in its bank account as of the end of the financial year.

What are the SPV’s debts?

  • The "Subscribed capital" / “capital social” refers to the contributions made by shareholders to the SPV.

  • The “Result for the financial year” / “résultat de l’exercice”: they refer to the difference between revenue generated and expenses borne by the SPV. In most cases, this result will be negative (see below for an explanation)

  • “Charges d’exploitations” or “Other External Charges(in the “compte de résultat” or “profit and loss” section) refer to:

    • Roundtable’s remuneration: When the SPV is created, investors pay these fees upfront for a period of seven years. Each year, 1/7 of the total amount is recorded as management fees in the annual accounts. The remaining balance is reported as “deferred charges” until it is recognized in future periods.

    • Deal Lead’s fees (if any).

Why is the result for the financial year (often) negative ?

SPVs are established only for the purpose of investing in a specific target. They have no operational activity and therefore no revenue.
However, they may incur expenses related to their management and administration (if Roundtable’s fees are not paid directly by the sponsor).
As a result, the financial result for the year may be negative.

Does the SPV collect or pay VAT?

No, the SPV does not collect or pay VAT.

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