The right structure aligns sponsor, transaction, and capital.
Structure is not paperwork; it is strategy. The vehicle determines who controls what, who is protected how, and whether the capital request reads as institutional or improvised. PVH designs the entity architecture as advisory work product, before documentation begins.
Vehicles designed for scrutiny.
Deal-Specific SPV Formation
A dedicated special-purpose vehicle isolates one transaction so each capital requirement is clearly defined and separately supportable. Clean separation is what institutional review expects to find.
Opportunity Fund & Programmatic JV Structuring
For sponsors with a pipeline rather than a single deal: advisory design of programmatic vehicles and repeat-transaction frameworks that let capital commit to a strategy, not just a project.
LP / GP & Co-GP (Co-General Partner) Alignment
The LP (passive investor) and GP (active sponsor) relationship is defined before capital arrives: roles, promote structures, control rights, and decision authority — so the partnership survives both the upside and the stress case.
Preferred Equity & JV Economics
Advisory modeling of preferred returns, accruals, redemption mechanics, and joint-venture economics, tested against the underwriting model, not asserted in a term sheet.
Waterfalls, Governance & Sponsor Co-Invest
Distribution waterfalls, governance and reporting frameworks, and sponsor co-investment sized and documented so incentives are visibly aligned across the structure.
Licensed-Party Coordination
Where a structure involves a securities offering, PVH coordinates with securities counsel, fund administrators, and, where required, registered broker-dealer partners. Licensed activities are conducted by licensed parties under separate agreements; final documentation is prepared by the client’s legal and tax counsel.
Advisory depth, on paper.
The exhibits below are drawn from actual PVH work product: a preferred-capital structure memorandum and a cost-segregation advisory framework. All client, project, and deal details are anonymized as a matter of policy.
What structure work looks like on paper.
The excerpt below is drawn from an actual preferred-capital structure memorandum: one commitment, designed to carry a sponsor from a first project through refinance and into a second. Names and figures are anonymized as a matter of policy.
One Commitment, Two Projects
A single preferred-equity commitment designed to anchor a first project, with a negotiated redeployment path into a second as the platform proves itself.
Illustrative sequence from the modeled base case. Each step is subject to lender, legal, and tax review, and to project performance.
- At the modeled senior leverage, one preferred commitment covers nearly the full equity need of the first project, leaving only a small sponsor gap.
- The preferred investor can remain deployed through the refinance rather than being cashed out at the first exit, subject to lender approval and final documents.
- Modeled refinance proceeds become recyclable capital for the second project, so one commitment can support a two-project path.
- Each project remains a separate borrower with a separate collateral pool. The benefit is a shared relationship, not cross-collateralized senior debt.
- Senior debt must size and close near the modeled leverage.
- Preferred documents must permit rollover and redeployment rather than mandatory redemption.
- The first project must perform through construction, lease-up, and refinance.
- The second project must be independently verified: land, title, entitlement, and phase economics.
- Sponsor liquidity must be confirmed.
Illustrative advisory framework only; not an offering, tax opinion, appraisal, or financing commitment. Structures require lender, legal, securities, and tax review.
Representative excerpt from an actual PVH structure memorandum. Client, project, counterparty, and dollar details anonymized; percentages illustrative.
What tax-advisory work looks like on paper.
The excerpt below is drawn from an actual cost-segregation advisory framework: a component-level reclassification designed to accelerate depreciation in the year of acquisition. Names and figures are anonymized as a matter of policy.
Accelerating Depreciation Through Component Reclassification
A cost-segregation study reclassifies structural components into shorter depreciation schedules, concentrating deductions into the early hold years, where the time-value benefit is greatest.
Schedules use MACRS (Modified Accelerated Cost Recovery System) or SL (straight-line). "Personal Property" here is the tax term for movable, non-structural assets such as appliances and fixtures, distinct from real estate. "Land Improvements" are site-level enhancements such as paving and landscaping, separate from the building structure itself.
| Asset Class | % of Cost | Schedule |
|---|---|---|
| 5-Year Personal Property | ~12% | 5-yr MACRS |
| 7-Year Personal Property | ~6% | 7-yr MACRS |
| 15-Year Land Improvements | ~9% | 15-yr MACRS |
| 39-Year Structural | ~73% | 39-yr SL (straight-line) |
Illustrative component split from the modeled base case. Actual study results vary by property type, construction method, and year placed in service.
Expressed as a percentage of total depreciable basis. Assumes 100% bonus depreciation eligibility on reclassified components; bonus phase-down applies based on year placed in service.
- A cost-segregation study is performed by a qualified engineering team immediately after acquisition or construction completion, before the first tax return is filed.
- Reclassified components become eligible for accelerated MACRS depreciation and, depending on vintage, 100% or partial bonus depreciation in the year placed in service.
- The Year 1 deduction benefit is modeled against the sponsor's anticipated tax position; passive activity rules, at-risk rules, and real estate professional status are each reviewed.
- A completed study also establishes the baseline for a potential §179D energy deduction analysis if the project qualifies.
- Sponsor's tax counsel must confirm passive-activity and at-risk limitations do not defer the benefit.
- Bonus depreciation percentage applies based on the year the property is placed in service.
- Study must be prepared by a qualified engineer with documented component-level cost allocations.
- Interaction with §1250 recapture on disposition must be modeled before closing assumptions are finalized.
- State conformity varies; benefit should be modeled net of any state add-back.
Illustrative advisory framework only; not a tax opinion, legal advice, or investment recommendation. Tax outcomes require review by qualified tax counsel.
Representative excerpt from an actual PVH cost-segregation advisory framework. Client, project, and dollar details anonymized; percentages illustrative.
Structured capital requires active oversight.
Where PVH sponsors or manages an investment vehicle, our role extends beyond capitalization. We coordinate investment administration, monitor transaction performance, maintain investor reporting, oversee material compliance and governance requirements, and work with the operating sponsor throughout the investment lifecycle.
Investment Oversight
Monitor project performance, budget, schedule, financing covenants, and material developments throughout the hold.
Sponsor Coordination
Maintain ongoing communication with the operating GP or developer and track execution against the approved business plan.
Investor Reporting
Periodic financial and project-level reporting to limited partners.
Fund / SPV Administration
Coordinate subscriptions, capital accounts, distributions, tax reporting, and vehicle administration with third-party administrators and accountants where appropriate.
Governance & Exit
Monitor major decisions, investor protections, refinance and sale events, and final distributions.
Structure protects everyone, including the capital.
A transaction with tangled ownership, commingled obligations, or undefined authority cannot be underwritten, no matter how strong the underlying asset. Structure work converts complexity into a form institutional capital can evaluate: one vehicle, one purpose, one clearly supported capital requirement.
The same discipline protects compliance. Clean separation between the advisory work, the issuing vehicle, and any licensed activity keeps every party in its proper role, with securities counsel, fund administration, and registered intermediaries engaged where the structure requires them.
PVH's structuring work is advisory. We design and stress the architecture; documentation is executed by the client's legal and tax counsel; securities matters rest with securities counsel and licensed parties.