A special-purpose vehicle (SPV) is a company or partnership formed to do exactly one thing — typically to hold a single asset or a single co-investment. For exposure to a Zimbabwean opportunity, an SPV lets a group of investors pool capital, ring-fence the risk of that one deal, and present a single, clean counterparty to the operating business on the ground.
Why an SPV at all?
- Risk ring-fencing: the liabilities of the deal sit in the SPV, not on each investor's wider balance sheet.
- A single cap table: many co-investors hold the asset through one entity, which simplifies governance and exit.
- Clean transferability: an investor exits by transferring SPV shares rather than re-papering the underlying asset.
- Jurisdiction fit: the holding layer can sit where investors are comfortable contracting, while the asset stays local.
- Aligned economics: fees, carry and distributions are defined once, at the SPV level, for all co-investors.
A typical cross-border stack
For deals on this desk the common shape is three tiers: a US holding entity (often a Delaware LP or LLC) that international investors subscribe into; where needed, a feeder for non-US investors; and a Zimbabwean (Pvt) Ltd that actually holds the licence, concession or operating asset. The US layer is where the investment documents live and disputes are resolved; the Zimbabwean layer is where ZIDA registration and RBZ exchange-control compliance bite. A co-investment SPV usually sits in the holding layer.
The right structure is fact-specific. Tax residence, treaty access, exchange control and the nature of the underlying asset all change the answer. Treat the shape above as a starting point to discuss with counsel, not a template to copy. This is general information, not advice.
What to settle before you subscribe
- Economics: total raise, your commitment, your percentage, and the fee and carry the lead charges.
- Drawdown: paid in full on completion, or drawn in tranches on notice — and the consequences of a default.
- Governance: who controls the SPV, what information you receive, and which decisions are reserved.
- Exit: pre-emption, drag-along and tag-along, and how a sale of the asset flows back to SPV holders.
- Compliance: KYC/AML, investor eligibility, and how capital gets in and profits get out under RBZ rules.
The paper trail
An SPV co-investment usually moves through the same documents: a co-investment term sheet records the slice and headline terms; the SPV's constitution and a shareholders' agreement govern the relationship between holders; and an SPV subscription brings you in for shares. The co-investment term sheet and the SPV subscription summary are available as fillable templates here.