When Private Credit Meets Capital Markets: How SPVs Turn Deals into Scalable Platforms

Over the past decade, private credit has moved from a niche strategy to a core building block of institutional portfolios. Global private credit AUM has grown rapidly in recent years, with market estimates placing it well above USD 1.5 trillion and continuing to expand.

At the same time, banks are retrenching. Post-crisis regulation, tighter capital rules and non-performing loan concerns mean balance sheets are more selective, particularly in SME and mid-market lending. The result is a structural funding gap and private credit managers have stepped in to fill it. What’s changing now is not just who is lending, but how private credit is funded, packaged and accessed.

Private credit began with direct lending and classic fund formats. Today, it is increasingly powered by capital markets-style structures: securitisations, note issuance programmes, risk-sharing vehicles and bespoke SPVs used for warehousing, co-investment and credit risk transfer.

That’s where Trustmoore sits; at the intersection of private credit and capital markets, providing the independent governance, SPV management and administration layer that helps transform individual transactions into scalable, repeatable investment platforms.

The new private credit capital stack

Modern private credit looks like a three-layer capital stack:

1. Investors: pension funds, insurers, sovereigns, family offices and wealth platforms hungry for predictable, floating-rate cash flows.
2. Managers & AIFMs: private credit and multi-asset managers originating and underwriting loans, often under EU AIFM regimes that are tightening loan-origination rules.
3. Capital markets structures: SPVs, note programmes and securitisations that:
- warehouse loans,
- tranche risk,
- facilitate co-investments, and
- provide rated or unrated securities that fit investor mandates depending on investor appetite and regulatory context.

Over the last few years, we have seen:

Increased use of SPVs in private credit to isolate risk, pool capital for single deals and enable co-investment.
Fund securitisations, where LP interests or underlying loans are pooled into an SPV that issues tranched notes to investors.
On-balance-sheet credit risk sharing (CRS) and synthetic securitisations, where banks transfer slices of credit risk to specialist investors via SPV structures.

In other words: the private credit ecosystem is converging with capital markets. For managers and arrangers, the question is no longer whether to use these structures, but how to implement them without operational friction.

Why private credit is going “capital markets-style”

Three forces are driving this evolution:

1. Yield and capital efficiency
Investors still see private credit as a way to access higher yields with structural protections, even after rate cuts. Capital markets structures (such as tranched notes) make it easier to tailor risk/return to different investor buckets such as senior, mezzanine or equity, rather than offering a one-size-fits-all fund.

2. Balance-sheet and regulatory pressure on banks
Banks use securitisation and credit risk sharing to free up capital and manage exposures. SPVs and risk transfer structures allow them to keep client relationships but recycle risk to specialist investors.

3. Investor governance and transparency
Institutional allocators and regulators are increasingly focused on transparency, governance and data. Recent commentary from supervisors underlines their concern about risk management and valuation in private credit funds. Well-structured SPVs with independent directors, robust reporting frameworks and clear segregation of assets help enhance investor confidence and transparency.

How Trustmoore bridges private credit and capital markets

What differentiates Trustmoore is our ability to operate across both fund and capital markets ecosystems, ensuring alignment between investor requirements, regulatory expectations and day-to-day SPV execution.

Trustmoore sits at the vertical intersection of private equity, private credit and capital markets:
- At the top of the stack, our teams work with private equity and private credit managers on their fund and AIFM structures.
- At the bottom, our Capital Markets specialists handle SPVs for securitisations, note issuance, co-investment vehicles and risk transfer transactions in key European jurisdictions.

That vertical view matters. Because we understand both fund administration and structured finance, we can design operating models where:
- AIFM-level constraints and reporting feed seamlessly into SPV-level needs.
- Investors see consistent data and governance across both fund and SPV.
- Managers have a single relationship covering the entire deployment chain.

Concretely, our Capital Markets team provides:

SPV set-up and management in Ireland, Luxembourg and the Netherlands.
Independent directors and local boards, aligned with best-practice governance standards and market expectations in our core jurisdictions.
Accounting, bookkeeping and timely financial reporting, including IFRS/local GAAP.
Cash management and payment handling, aligned with transaction waterfalls.
Regulatory and tax reporting coordination, together with your counsel and advisors.
Coordination with arrangers, legal counsel, trustees and paying agents to ensure smooth execution and ongoing lifecycle management.

In other words: we provide the operating backbone so that you can focus on origination, portfolio construction and investor relationships.

We support a wide range of private credit and structured finance transactions, from mid-market lending platforms through to complex risk transfer and securitisation structures.

Getting started: from idea to implementation in three conversations

If you are a private credit manager, arranger or institutional investor exploring these structures, the starting point is not a 150-page prospectus. It usually begins with three practical conversations:

1. Portfolio & objective
- What assets, what size, what jurisdictions?
- Is the primary goal funding, risk transfer, co-investment access, or all three?

2. Investor & regulatory constraints
- Who are the target investors, and what formats fit their mandates?
- How do AIFMD, local regulations and internal governance shape what is possible?

3. Structure & operating model
- Which jurisdiction is optimal for the SPV (Ireland, Luxembourg, Netherlands)?
- Where should directors sit, how will cash and reporting be handled?
- How can we keep things standardised enough to scale, but bespoke enough to reflect the opportunity?

Trustmoore’s Capital Markets team works through these questions with you, alongside your legal and arranging banks, to land on a structure that is technically sound, operationally executable, and acceptable to investors and regulators. From there, we implement the SPV, onboard service providers and put the governance, accounting and reporting framework in place.

Let’s explore what this could look like for you

If you are:

a private credit or private equity manager considering securitisation, note issuance or co-investment SPVs;
an investment bank or arranger exploring new structures for warehousing or risk transfer;
an institutional investor looking for bespoke access to private credit risk with clear governance and reporting;

we would welcome a discussion on how capital markets-enabled private credit structures could support your strategy.

Reach out to Trustmoore’s Capital Markets team to discuss potential structures in Ireland, Luxembourg or the Netherlands, from fund level all the way down to SPV deployment.

*Every structure must be carefully assessed in light of applicable legal, regulatory and tax considerations in the relevant jurisdictions. Trustmoore does not provide legal or tax advice; instead, we work alongside your counsel and advisors to help ensure structures are implemented and administered appropriately.

Reach out to us today

Jamie Prins
Executive Managing Director EMEA,
Capital Markets | Managing Director
jamie.prins@trustmoore.com