We at daVinci Capital Group have two fundamental elements to our strategy. The first is “partnership.” We do not wish to be involved in any investment where our interests are not aligned with management and the Board. We also do not take “Activists” roles or tactics – we are only cooperative in our approach.
The second fundamental is confidence with the game plan gained through mutual due diligence with our investment companies. We seek to increase value through a deep understanding of the current situation and the opportunities for growth. We are not “traders” motivated by short-term price/volume considerations, we are long investors.
The way we build partnerships and game plans varies. Sometimes, partnerships develop from of long-term relationships and several months of mutual due diligence. At other times, we may be more opportunistic and respond to a more rapid emerging and highly attractive situation.
However, in any case, we must be satisfied that we are in a true partnership for growth and that we understand the company, its markets and the future opportunities very well.
Our planned investments average $10 – 20 million in size and typically are structured as a direct private placement of initially restricted public securities. The form of securities could be common stock or convertible preferred stock or convertible debt, depending on the situation. The stock price (or conversion price) would typically include a moderate and reasonable discount to market, reflecting the initially illiquid nature of the securities and the large block purchase element. The private placement agreement would also specify access to ongoing company information and a board seat for daVinci as long as the stock is held by daVinci. We do not seek demand registration rights except under very unusual situations where these rights are justified, since we are not short-term investors.
Further, as the daVinci partner serving as a director would be considered an “affiliate” and be subject to rules regarding affiliates. And since the daVinci ownership would be likely over 10% of the total, the daVinci partner would not qualify as an “outside independent” director, and would not serve on the Compensation or Audit committees.