CV Holdings, Inc. (OTCPK:CVHL) announced that it has entered into a securities purchase agreement for a private placement of non-convertible senior preferred shares for gross proceeds of $50,000,000 on June 29, 2015. The company will also issue common shares in the transaction. The transaction will include participation from new investor, Tricadia Capital Management, LLC. The investor may require that the company may redeem any preferred shares on and after three-year anniversary of its issuance. The company has the option to pay a 10% dividend on preferred from closing through the three-year anniversary of each issuance, and then may either continue to pay preferred dividends in cash at the rate of 10% per annum or accrue such dividends at the rate of 12% per annum until the preferred is redeemed or otherwise defeated. If the company fails to make payment of dividends or redeem the preferred timely, the investor may become entitled to appoint a majority of the members of the company's board of directors. At each subsequent funding by the investor, the company will issue additional shares comprising 1% of the fully diluted common equity of the every $1,000,000 of preferred shares purchased. If the full $50,000,000 of preferred shares were to be issued to the investor, the investor would consequently also own 50% of the company on a fully diluted basis. The company will issue securities pursuant to Regulation D.

On the same date, the company announced that it has closed the first tranche of the transaction. The company has received $20,000,000 of preferred shares and 4,350,000 common shares. The company has the right to receive an additional 8,271,596 shares at its option, together comprising 20% of the fully diluted common equity as of such date.