Independent Directors and Managers
Our team of qualified, experienced and reliable directors and managers adds value by helping clients effectively manage special purpose vehicles, operating subsidiaries and financing vehicles. Our professionals have served on the boards of a broad range of bankruptcy remote entities, operating companies, limited liability companies and special purpose trusts. Their knowledge encompasses a wide variety of asset classes and structures, including: fintech, traditional energy and renewable energy, aircraft, auto, student loans, commercial paper conduits, CLOs and CDOs, CMBS and RMBS, trade receivables, distressed assets, private equity and project finance.
Collectively our directors have served on the boards of thousands of entities and have unique insight into the challenges facing the boards of special purpose vehicles. They are recognized by rating agencies, investors, lenders, legal advisors and other critical parties for the quality of their work. Importantly, we are prepared to fully participate in the governance process in distressed situations and we are there to assist our clients in reaching optimal resolutions.
The United Kingdom remains one of the most attractive domiciles for many specialized financing structures, including investment funds, securitisation structures and other specialized funds. Recent macro-market changes have not affected the importance of the UK market to a strong and efficient capital market in the Euro-zone. Our U.K. resident directors offer in-depth experience in the local capital markets and add value by helping clients effectively manage such structures.
The Cayman Islands remains an attractive domicile for many specialized financing structures, including investment funds, collateralized loan obligations and other securitization structures. Our directors are registered with the Cayman Islands Monetary Authority and have a proven track record in a number of jurisdictions, having served on the boards of a broad range of funds, bankruptcy remote entities, operating companies, limited liability companies and special purpose trusts, with a knowledge base encompassing a wide variety of asset classes and structures.
Orphan SPV/Nominee Owner Structures
In many scenarios, the use of an orphan SPV, owned by an independent nominee owner, becomes a preferred solution to various regulatory and transactional sensitivities. The orphan SPV continues to evolve as an important structuring tool for lawyers, bankers and financial advisors.
For example, in M&A transactions, assets, rights or liabilities can be isolated in a third-party managed SPV to be held until certain agreed upon milestones are achieved. In restructurings, assets, rights or liabilities can be ring-fenced in an SPV in connection with debtor-in-possession or other financings. For tax restructurings, assets or obligations can be transferred to a third-party owned SPV to achieve tax efficiencies. And in foreclosure scenarios, assets can be transferred to a third-party owned and managed SPV for purposes of disposition or to manage headline risk for high profile organizations.
While the orphan SPV can be a versatile tool, proper structuring, execution and on-going management are critical. Citadel SPV has a history of working with clients and their advisors on implementing the desired structures using our affiliated nominee owners.
Entity Formation and Management
Citadel SPV can coordinate the formation of an entity, maintain its corporate books and records, including providing corporate secretarial services, and ensure that all governmental filings and franchise taxes related to the corporate good standing of the entity are remitted in a timely manner.
For specialized trust structures, Citadel SPV or one of our individual director trustees can serve as a statutory trustee for a trust. We have provided this service in a number of jurisdictions, including Delaware and Connecticut.
Our dedicated team of corporate governance specialists can assist in maintaining the corporate books and records for an entity, drafting corporate resolutions as are needed from time to time, and assisting with the preparation for and running of routine board meetings, and the preparation of meeting minutes.
Registered and Process Agent
Citadel SPV can serve as the New York process agent for clients who are entering into transactions governed by New York law, and can assist with the engagement of a registered agent as required by statute in any state.