Teamshares Inc — Form 8-K

Teamshares Inc. issued 225,000 shares of Series A Perpetual, Non-Voting, Non-Convertible Preferred Stock to accounts advised by T. Rowe Price Investment Management at $990 per share (1% original-issue discount to $1,000 liquidation preference), raising $222.75 million net. The perpetual preferred stock carries a 16% cash dividend rate (stepping to 14.5% if leverage and EBITDA targets are met) or 18% if paid-in-kind, is senior to common but subordinate to debt, and can be redeemed by the Company after year 2 with declining call premiums. Holders may force redemption at par after year 7. Additional $75M of the same series may be issued to other investors. Proceeds fund acquisitions.