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SPV mechanics: how we structure single-asset vehicles for LATAM deals

Single-asset SPVs let allocators own one real asset, cleanly ring-fenced, without inheriting the liabilities of a fund or an operating group. The structure is deliberately boring - and that is the point.

Why single-asset, and why not a fund

A conventional private fund pools capital across a portfolio, cross-collateralizes risk, and hands the general partner wide discretion over what gets bought, when, and at what price. For a family office that has already done its own diligence on a specific mine tailings project, a port-adjacent storage yard, or a parcel of irrigated land, that pooling is a bug rather than a feature. It dilutes the exposure they actually want and buries it inside decisions they did not underwrite. The single-asset SPV inverts this. Each vehicle holds exactly one asset, or one tightly defined cluster of rights around one asset, and nothing else.

The isolation is legal, not just descriptive. Because the SPV has no other assets and no unrelated creditors, a problem at one project - a permitting delay, a contractor dispute, a cost overrun - cannot reach into a second project held in a sibling vehicle. Each SPV lives or dies on its own cash flows. That containment is what allows an allocator to size positions precisely and to walk away from one deal without contaminating the rest of the relationship.

The three-jurisdiction spine

A representative structure for a Chilean real-asset deal has three layers, each doing one job. At the top sits a holding company in a neutral, creditor-friendly jurisdiction - Cayman is the common choice - which is where investors actually subscribe for equity or notes. This is the layer that gives international capital a familiar, tax-neutral point of entry, standard shareholder protections, and a clean cap table that a Miami or Dubai family office can hold without importing local complexity.

Beneath it sits the Chilean operating company, or OpCo, which holds title to the physical asset, the concessions, the water rights, or the offtake contracts, and which is where the local tax, labor, and mining or land regulation actually bite. Keeping the OpCo thin and single-purpose matters. A third, administrative layer - typically run out of Miami - handles fund administration, reporting, USD banking, and investor communications. Separating the money-in layer (Cayman), the asset layer (Chile), and the servicing layer (Miami) means no single jurisdiction is a single point of failure. We would stress that the exact entities, tax elections, and treaty positions depend entirely on counsel in each jurisdiction and on the specific asset; the shape above is illustrative, not prescriptive.

Governance, custody, and the reserve logic

Isolation on paper is worth little if cash can leak. The controls that make the structure real are mundane and non-negotiable: independent fund administration that reconciles the books rather than the sponsor doing it in-house; segregated, named custody accounts so investor capital and asset cash never sit in an operating wallet; and a governance layer at the holdco - independent directors or a defined investor consent regime - that must approve capital calls, distributions, related-party dealings, and any change to the asset itself.

For contracted-cash-flow assets, the discipline is to route offtake or lease revenue through defined accounts with reserve sweeps before anything reaches equity. That protects the downside case and makes the vehicle legible to a lender or a secondary buyer. Good governance here is not decoration - it is what preserves the option value of the structure.

Exit is designed in, not bolted on

Because each SPV is a clean, single-asset entity, the exit menu is unusually wide. Investors can sell the holdco shares directly, the sponsor can arrange a trade sale of the underlying asset, the OpCo can be refinanced with local debt to return equity early, or the position can be rolled into a larger strategic transaction. A single-asset vehicle is far easier for a counterparty to underwrite than a slice of a blended fund, which compresses diligence time and typically improves pricing at exit.

The allocator's takeaway is structural, not promotional: this design trades the diversification and blind-pool optionality of a fund for transparency, control, and containment. Whether it is the right wrapper for any given deal - and exactly how it is built - is a question for tax and legal counsel in each of the three jurisdictions involved.

Key takeaways
  • Single-asset SPVs give allocators precise, ring-fenced exposure to one real asset without the cross-collateralization and blind-pool discretion of a fund.
  • A Cayman holdco, Chilean OpCo, and Miami administrative layer separate the money-in, asset, and servicing functions so no single jurisdiction is a point of failure.
  • Independent administration, segregated custody, and a defined consent regime are what make the isolation real - and the exact structure always depends on counsel and jurisdiction.

This article is original Broitman Ventures analysis for accredited investors and is provided for information only. It is not investment advice, an offer, or a solicitation. Any figures are estimated or illustrative, not guaranteed, and do not reflect the performance of any specific vehicle. Private markets carry the risk of partial or total loss of capital.

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