Vulcan Infrastructure & Power has agreed to provide Conversant PIF VIP Holdco with a right to nominate one director while it beneficially owns at least 5.0% of outstanding Class A common stock. The right gives the investor a potential board seat, subject to independence standards, consents and other stated conditions.

Key Highlights

  • Conversant PIF VIP Holdco, Conversant Capital and Michael J. Simanovsky are identified as joint reporting persons.
  • The reporting persons can seek to increase or reduce their position through open-market or private transactions.
  • Vulcan Infrastructure’s Class A common stock carries a Par Value of $0.0001 per share.

The right is subject to independence requirements and consent from Vulcan Infrastructure & Power (NASDAQ: VIP) and two other investors.

Conversant Group Holds Nomination Right

The reporting group consists of Conversant PIF VIP Holdco LLC, Conversant Capital LLC and Michael J. Simanovsky. The securities covered are Vulcan Infrastructure & Power’s Class A common stock, which has a par value of $0.0001 per share. The arrangement requires the company to take actions needed to elect or appoint one purchaser-nominated director to the board, provided the stated ownership threshold remains satisfied. The nominee must also meet specified independence requirements.

Board Seat Carries Multiple Conditions

Consent from Vulcan Infrastructure & Power and two other investors is required under the subscription agreement. The reporting persons also reserve the right to change their intentions on matters referred to in Item 4 of Schedule 13D and to alter their position through purchases or sales of securities.