United States securities and exchange commission logo
November 3, 2020
Alessandro Monteiro Morgado Horta
Chief Executive Officer
Vinci Partners Investments Ltd.
Av. Bartolomeu Mitre, 336
Leblon Rio de Janeiro
Brazil 22431-002
Re: Vinci Partners
Investments Ltd.
Draft Registration
Statement on Form F-1
Submitted October
7, 2020
CIK No. 0001826286
Dear Mr. Horta:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form F-1 submitted October 7, 2020
General
1. Please provide us with
supplemental copies of all written communications, as defined in
Rule 405 under the
Securities Act, that you, or anyone authorized to do so on your
behalf, have presented
or expect to present to potential investors in reliance on Section
5(d) of the Securities
Act, whether or not you retained, or intend to retain, copies of those
communications. Please
contact the staff member associated with the review of this
submission to discuss
how to submit the materials, if any, to us for our review.
Alessandro Monteiro Morgado Horta
FirstName LastNameAlessandro
Vinci Partners Investments Ltd. Monteiro Morgado Horta
Comapany 3,
November NameVinci
2020 Partners Investments Ltd.
November
Page 2 3, 2020 Page 2
FirstName LastName
Summary, page 1
2. Please ensure that the information you include in your summary is
balanced. To the
extent that you cite competitive strengths in your summary, please
revise to provide
balanced information, rather than merely providing a list of risk
factors at the end of this
section. Please revise your summary disclosure to provide similar
levels of detail and
prominence of your competitive strengths, strategies and risk factors.
Summary Financial Information
Non-GAAP Financial Measures, page 21
3. We note your disclosure of "Dividends to Partners, excluding
performance fee-related
dividends," "Dividends to Partners related to performance fees,"
"Dividends to Partners,
excluding unrealized performance fee-related dividends," and
"Dividends to Partners".
Please reconcile these amounts to dividends as reported within your
financial statements.
4. We note that footnote 6 on page 23 says that you present Adjusted
Profit to provide
investors and analysts with information regarding the net results of
your business. Please
clarify whether this is a measure used by and for internal management
purposes as well.
Risk Factors
We are subject to risks related to conflicts of interest, page 54
5. We note your disclosures that you have made and expect to continue to
make principal
investments alongside your investors and that you intend to use a
portion of the proceeds
in order to increase your investments alongside your investors. Please
describe to us, and
make revisions to your risk factor section as appropriate, whether on
occasion your
financial interests may be in conflict with the financial interests of
your clients. Please tell
us about the internal protocols you have in order to manage any
potential or actual such
conflicts of interests specific related to investing alongside your
clients.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Evolution of AUM by Segment, page 99
6. We note from your use of proceeds disclosure on page 75 that you
intend to use some net
proceeds from this offering to fund investments in your own products
alongside
your investors. Please clarify whether your Evolution of AUM by
Segment amounts
currently include your own investments alongside your investors, and
revise to disclose
and quantify such impacts to the extent that they are material to an
investor's
understanding of your AUM flows.
7. Please expand your disclosures here or elsewhere to provide an
evolution of total AUM
for a holistic roll-forward view in addition to the disaggregated
segment views you
currently provide.
Alessandro Monteiro Morgado Horta
FirstName LastNameAlessandro
Vinci Partners Investments Ltd. Monteiro Morgado Horta
Comapany 3,
November NameVinci
2020 Partners Investments Ltd.
November
Page 3 3, 2020 Page 3
FirstName LastName
Industry Overview, page 119
8. Please indicate whether you contributed any payment for the creation
of any of the third
party industry information you utilize in this section. Also indicate
if you have any
affiliations with the named entities.
Our Founding and Evolution, page 140
9. We note that based on certain data sources you have extrapolated
certain conclusions
regarding your impact on Brazil. Please revise your second bullet
point in order to better
explain how investing in other companies would have made you the ninth
largest
employer in Brazil. In addition, please provide more detail by
quantifying how many of
the 65,000 jobs generated by the companies in which you invest were a
result of your
investment. For example, please disclose the capital investment you
made in those
companies compared by the capital invested by non-affiliates in order
to quantify your
direct impact. Also quantify how you determine that you are a "leading
independent asset
manager," with "leading franchises." In addition, please ensure that
the claims you make
regarding your impact and standing within your industry are clearly
connected to the data
sources you cite and utilize.
Business
Competitive Strengths
We have an established and recognized track record of achieving returns . . .,
page 143
10. We note your disclosure on page 144 of the performance of selected
funds against
benchmarks. Please enhance your disclosure to give some context of how
these funds
were selected and how they fit into the broader portfolios of their
respective categories;
e.g., their proportion of AUM, investment funds, or revenue, or
another metric that helps
link and quantify these funds within each segment.
Management
Compensation of Directors and Officers, page 174
11. Please disclose the total amount set aside or accrued by you to
provide pension, retirement
or other similar benefits for your executive officers and directors
during the most recently
completed fiscal year. Refer to Item 6.B.2 of Form 20-F.
Explanatory Note to the Financial Statements, page 215
12. We note your disclosure that the financial statements presented are
those of Vinci Partners
Brazil, but the entity listed on the financial statements is Vinci
Partners Investimentos
Ltda. Please clarify and revise to disclose whether these two entities
are the same.
Alessandro Monteiro Morgado Horta
FirstName LastNameAlessandro
Vinci Partners Investments Ltd. Monteiro Morgado Horta
Comapany 3,
November NameVinci
2020 Partners Investments Ltd.
November
Page 4 3, 2020 Page 4
FirstName LastName
Notes to the Financial Statements
23 Subsequent Events, page F-75
13. We note the Entity paid dividends to the quotaholders in the amount of
R$ 71,648 in
January 2020. Please tell us how you considered SAB Topic 1:B.3 in
determining how to
present such dividends.
You may contact Lory Empie at (202) 551-3714 or Cara Lubit at (202)
551-5909 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Eric Envall at (202) 551-3234 or David Lin at (202) 551-3552 with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of Finance