Vinci Partners Investments Ltd. announced that it has entered into a securities purchase agreement to issue Series A Convertible Preferred Shares subject to customary closing conditions for the gross proceeds of $100 million on October 10, 2023. The Series A Convertible Preferred Shares will rank senior to company?s Class A Common Shares, par value $0.00005 per share, and the company?s Class B Common Shares, par value $0.00005 per share, with respect to dividend rights and rights on the distribution of assets upon the voluntary or involuntary liquidation, winding-up or dissolution of the company. The Series A Convertible Preferred Shares will have a liquidation preference of $1,000 per share, and holders of the Series A Convertible Preferred Shares will be entitled to cumulative dividends payable quarterly in cash at a rate of 8% per annum.

The dividend rate is subject to increase to 10.00% per annum in the case of certain breaches by the company of its obligations under the Certificate of Designations. The Series A Convertible Preferred Shares will be convertible at the option of the holders at any time after the closing of the issuance into Class A Common Shares at an initial conversion rate of 73.5402 Class A Common Shares for each Series A Convertible Preferred Share, which represents an initial conversion price of approximately $13.60 per Class A Common Share. The Company may redeem, following the dissolution or termination of the strategic partnership with the investor, and prior to the one-year anniversary of such dissolution or termination, for cash all, or, if the investor no longer holds all Series A Convertible Preferred Shares, all of the Series A Convertible Preferred Shares held by investor and any whole number of Series A Convertible Preferred Shares held by such other holders, at the greater of an amount that results in a 1.3x multiple on invested capital plus any excess Junior Dividends and the as-converted value of the Series A Convertible Preferred Shares based on the closing price of the Class A Common Shares on the trading day immediately preceding the dissolution or termination of the strategic partnership.

On or around October 1, 2033, if not earlier repurchased, redeemed or converted, the company will redeem, in whole but not in part, all of the outstanding Series A Convertible Preferred Shares for an amount in cash equal to the stated value of the Series A Convertible Preferred Shares, any accumulated and unpaid dividends thereon, and an additional cash amount representing certain excess cash dividends paid on the Class A Common Shares since issuance of the Series A Convertible Preferred Shares. The transaction will include participation from new investor Ares Management Corporation.