CHICAGO, Aug. 3, 2020 /PRNewswire/ -- GCM Grosvenor,
a global alternative asset management firm, will become a public
company through a merger with CF Finance Acquisition Corp. ("CFAC")
(NASDAQ: CFFA), a special purpose acquisition company sponsored by
Cantor Fitzgerald, a leading global financial services firm. The
companies announced today that they have entered into a definitive
agreement to effect the transaction. The combined company
will operate as GCM Grosvenor Inc. and expects its Class A common
stock to be listed on the NASDAQ stock exchange. GCM
Grosvenor's existing senior management team, led by Chairman &
CEO Michael J. Sacks, will continue
to lead the business. The transaction values GCM Grosvenor at
$2 billion.
Upon the completion of the transaction, GCM Grosvenor management
will own in excess of 70% of the equity interests of the combined
company – consistent with their historic ownership level of the
firm – and will continue to lead all functions of the business with
the same discipline, intensity and accountability that have driven
the firm's growth and success to-date. Entities affiliated with
Hellman & Friedman ("H&F"), a minority investor in GCM
Grosvenor since 2007, will sell their equity interest in connection
with the completion of the transaction.
As a publicly listed company, GCM Grosvenor will continue to
operate with the same "client first" culture that has guided the
firm since its inception almost 50 years ago. In addition, GCM
Grosvenor will gain added liquidity and financial flexibility,
enabling it to increase its investment in the business and further
strengthen its commitment to serving its clients across the broad
spectrum of the alternative asset management arena. There
will be no change to GCM Grosvenor's investment and operational
processes, and the firm will continue to drive its leadership of
best-in-class practices within the alternative asset industry,
including with ESG and Impact Investing. GCM Grosvenor management
believes the transaction will further elevate the company's ability
to attract and retain top-tier industry talent through access to
broader, more flexible incentives for its employees.
"We believe that becoming a publicly listed company will benefit
our clients, our team members and all of our stakeholders," said
Mr. Sacks. "We have long valued having external shareholders and we
wanted to preserve the accountability and focus that comes with
that. We thank the H&F team for their partnership and support
over the years and look forward to welcoming our public
shareholders in this next chapter of our 50-year corporate
history."
"We have long respected the GCM Grosvenor management team, their
culture and continued ability to deliver for their clients," said
Howard W. Lutnick, Chairman and CEO
of CFAC and Chairman and CEO of Cantor Fitzgerald. "We look forward
to their growth and success as a public company."
CF Finance Acquisition Corp. is a NASDAQ listed special purpose
acquisition company sponsored by Cantor Fitzgerald.
Summary of Transaction
The transaction, unanimously approved by the board of directors
of CFAC, is expected to be completed as soon as practicable,
subject to approval by the stockholders of CFAC, the effectiveness
of a registration statement to be filed with the SEC in connection
with the transaction, and other customary closing conditions. The
board of directors of CFAC has unanimously approved the proposed
transaction.
At closing, the public company's name will be changed to GCM
Grosvenor Inc.
In connection with the transaction, the CFAC Sponsor will
forfeit one-third of their class B shares, further enhancing the
transaction's value.
Upon closing, it is expected that GCM Grosvenor management will
own more than 70% of the outstanding shares of the combined
company, modestly higher than its historic ownership. Pursuant to
the terms of the transaction agreement, H&F's equity interest
in the company will be purchased according to the terms of a
pre-existing option. Current CFAC stockholders, including Cantor
Fitzgerald, and additional institutional investors will own the
remaining outstanding shares of the combined company. Subject to
the closing of the transaction between GCM Grosvenor and CFAC,
these additional institutional investors have committed to
participate in the transaction through a $195 million private investment in public equity
("PIPE") at $10.00 per share. Cantor
Fitzgerald will also invest an additional $30 million at closing of the transaction.
Before giving effect to any redemptions by the public
stockholders of CFAC, the cash held in CFAC's trust account,
together with the $195 million in
PIPE proceeds and $30 million
investment from Cantor Fitzgerald, will be used to pay $150 million cash consideration to selling
shareholders, including H&F, pay transaction expenses, reduce
GCM Grosvenor's existing indebtedness, and fund GCM Grosvenor's
future growth.
Upon closing of the transaction, the board of GCM Grosvenor Inc.
will be chaired by Mr. Sacks and will also include Jon Levin, President of GCM Grosvenor, and five
additional directors, at least three of whom will be
independent.
Advisors
J.P. Morgan served as exclusive financial advisor to GCM
Grosvenor. Latham & Watkins LLP served as legal counsel to GCM
Grosvenor.
Cantor Fitzgerald & Co. acted as financial and capital
markets advisor to CFAC and The Klein Group, LLC acted as M&A
advisor to CFAC. Hughes Hubbard & Reed LLP and Ellenoff
Grossman & Schole LLP served as legal counsel to CFAC.
J.P. Morgan and Cantor Fitzgerald & Co. served as placement
agents for the PIPE financing.
About GCM Grosvenor
GCM Grosvenor is a global alternative asset management solutions
provider with approximately $57
billion in assets under management across private equity,
infrastructure, real estate, credit, and absolute return investment
strategies. The firm is in its 50th year of operation
and is dedicated to delivering value for clients in the growing
alternative investment asset classes.
GCM Grosvenor's experienced team of 485 professionals serves a
global client base of institutional and high net worth investors.
The firm is headquartered in Chicago, with offices in New York, Los
Angeles, London,
Tokyo, Hong Kong, and Seoul. For more information, please visit:
www.gcmgrosvenor.com.
About CF Finance Acquisition Corp.
CF Finance Acquisition Corp. is a public investment vehicle
formed for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more businesses. CFAC is
led by its Chairman and Chief Executive Officer, Howard W. Lutnick, who is also the Chairman and
Chief Executive Officer of Cantor Fitzgerald. CFAC's securities are
traded on the Nasdaq Capital Market under the ticker symbols CFFA,
CFFAW and CFFAU. CFAC raised approximately $282 million of cash proceeds in an initial
public offering in December 2018.
About Cantor Fitzgerald
CF Finance Acquisition Corp. is sponsored by Cantor
Fitzgerald. Cantor Fitzgerald, with over 12,000 employees, is
a leading global financial services group at the forefront of
financial and technological innovation and has been a proven and
resilient leader for over 70 years. Cantor Fitzgerald &
Co. is a preeminent investment bank serving more than 5,000
institutional clients around the world, recognized for its
strengths in fixed income and equity capital markets, investment
banking, prime brokerage, and commercial real estate and for its
global distribution platform. Cantor Fitzgerald & Co. is one of
the 24 primary dealers authorized to transact business with the
Federal Reserve Bank of New York. For more information, please
visit: www.cantor.com.
Forward-Looking Statements
This press release contains certain forward-looking statements
within the meaning of the federal securities laws with respect to
the proposed transaction between GCM Grosvenor and CFAC, including
statements regarding the benefits of the transaction and related
PIPE and the anticipated timing of the transaction and related
PIPE. These forward-looking statements generally are identified by
the words "believe," "project," "expect," "anticipate," "estimate,"
"intend," "strategy," "future," "opportunity," "plan," "may,"
"should," "will," "would" and similar expressions. Forward-looking
statements are predictions, projections and other statements about
future events that are based on current expectations and
assumptions and, as a result, are subject to risks and
uncertainties. Many factors could cause actual future events to
differ materially from the forward-looking statements in this
document, including but not limited to: (i) the risk that the
transaction may not be completed in a timely manner or at all,
which may adversely affect the price of CFAC's securities, (ii) the
risk that the transaction may not be completed by CFAC's business
combination deadline and the potential failure to obtain an
extension of the business combination deadline if sought by CFAC,
(iii) the failure to satisfy the conditions to the consummation of
the transaction, including the approval by the stockholders of
CFAC, the satisfaction of the minimum trust account amount
following redemptions by CFAC's public stockholders and the receipt
of certain governmental and regulatory approvals, (iv) the
occurrence of any event, change or other circumstance that could
give rise to the termination of the transaction, (v) the effect of
the announcement or pendency of the transaction on GCM Grosvenor's
business relationships, performance, and business generally, (vi)
risks that the transaction disrupts current plans of GCM Grosvenor
and potential difficulties in GCM Grosvenor employee retention as a
result of the transaction, (vii) the outcome of any legal
proceedings that may be instituted against GCM Grosvenor or against
CFAC related to the transaction, (viii) the ability to satisfy the
listing requirements on the Nasdaq Stock Market, (ix) volatility in
the price of CFAC's securities, (ix) the ability to implement
business plans, forecasts, and other expectations after the
completion of the transaction, and identify and realize additional
opportunities, and (x) the risk of downturns in the highly
competitive asset management industry. The foregoing list of
factors is not exhaustive. You should carefully consider the
foregoing factors and the other risks and uncertainties described
in the "Risk Factors" section of CFAC's Annual Reports on Form
10-K, Quarterly Reports on Form 10-Q, the joint registration
statement/proxy statement on Form S-4 discussed below and other
documents filed by CFAC from time to time with the U.S. Securities
and Exchange Commission (the "SEC"). These filings identify and
address other important risks and uncertainties that could cause
actual events and results to differ materially from those contained
in the forward-looking statements. Forward-looking statements speak
only as of the date they are made. Readers are cautioned not to put
undue reliance on forward-looking statements, and GCM Grosvenor and
CFAC assume no obligation and do not intend to update or revise
these forward-looking statements, whether as a result of new
information, future events, or otherwise. Neither GCM Grosvenor nor
CFAC gives any assurance that either GCM Grosvenor or CFAC will
achieve its expectations.
Additional Information and Where to Find It
This press release relates to the proposed transaction between
GCM Grosvenor and CFAC. This press release does not constitute an
offer to sell or exchange, or the solicitation of an offer to buy
or exchange, any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, sale or
exchange would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. CFAC and GCM
Grosvenor Inc. intend to file a registration statement on Form S-4
that includes a joint proxy statement/prospectus. The proxy
statement/prospectus will be sent to all CFAC stockholders. CFAC
and GCM Grosvenor Inc. also will file other documents regarding the
proposed transaction with the SEC. Before making any voting
decision, investors and security holders of CFAC are urged to read
the registration statement, the proxy statement/prospectus and all
other relevant documents filed or that will be filed with the SEC
in connection with the proposed transaction as they become
available because they will contain important information about the
proposed transaction.
Investors and security holders will be able to obtain free
copies of the proxy statement/prospectus and all other relevant
documents filed or that will be filed with the SEC by CFAC through
the website maintained by the SEC at www.sec.gov.
Additional information and a recording of management commentary
regarding this transaction can be accessed through the Cantor
Fitzgerald website at: www.cantor.com/our-business/affiliates.
Participants in Solicitation
CFAC and GCM Grosvenor Inc. and their respective directors and
officers may be deemed to be participants in the solicitation of
proxies from CFAC's stockholders in connection with the proposed
transaction. Information about CFAC's directors and executive
officers and their ownership of CFAC's securities is set forth in
CFAC's filings with the SEC, including CFAC's Annual Report on Form
10-K for the fiscal year ended December 31,
2019, which was filed with the SEC on March 6, 2020. To the extent that holdings of
CFAC's securities have changed since the amounts printed in CFAC's
proxy statement, such changes have been or will be reflected on
Statements of Change in Ownership on Form 4 filed with the SEC.
Additional information regarding the interests of those persons and
other persons who may be deemed participants in the proposed
transaction may be obtained by reading the proxy
statement/prospectus regarding the proposed transaction when it
becomes available. You may obtain free copies of these documents as
described in the preceding paragraph.
Information Sources
This press release has been prepared for use by CFAC and GCM
Grosvenor in connection with the transaction. The information
herein does not purport to be all-inclusive. The information herein
is derived from various internal and external sources, with all
information relating to the business, past performance, results of
operations and financial condition of CFAC was derived entirely
from CFAC and all information relating to the business, past
performance, results of operations and financial condition of GCM
Grosvenor was derived entirely from GCM Grosvenor. No
representation is made as to the reasonableness of the assumptions
made with respect to the information herein, or to the accuracy or
completeness of any projections or modeling or any other
information contained herein. Any data on past performance or
modeling contained herein is not an indication as to future
performance.
The data contained herein relating to the operations and
performance of the combined entities has been derived by GCM
Grosvenor from various internal and external sources. No
representation is made as to the reasonableness of the assumptions
made within or the accuracy or completeness of any projections or
modeling or any other information contained herein. Any data on
past performance or modeling contained herein is not an indication
as to future performance. CFAC and GCM Grosvenor assume no
obligation to update the information in this presentation.
No Representations
No representations or warranties, express or implied, are given
in respect of this press release. To the fullest extent permitted
by law in no circumstances will CFAC or GCM Grosvenor, or any of
their respective subsidiaries, affiliates, stockholders,
representatives, partners, directors, officers, employees, advisors
or agents, be responsible or liable for any direct, indirect or
consequential loss or loss of profit arising from the use of this
press release, its contents (including without limitation any
projections or models), any omissions, reliance on information
contained within it, or on opinions communicated in relation
thereto or otherwise arising in connection therewith, which
information relating in any way to the operations of GCM Grosvenor
has been derived, directly or indirectly, exclusively from GCM
Grosvenor and has not been independently verified by CFAC. Neither
the independent auditors of CFAC nor the independent auditors of
GCM Grosvenor audited, reviewed, compiled or performed any
procedures with respect to any projections or models for the
purpose of their inclusion in this presentation and, accordingly,
neither of them expressed any opinion or provided any other form of
assurances with respect thereto for the purposes of this
presentation.
View original
content:http://www.prnewswire.com/news-releases/gcm-grosvenor-to-become-a-public-company-301104610.html
SOURCE GCM Grosvenor; CF Finance Acquisition Corp.