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CF Acquisition Corp. VI

CF Acquisition Corp. VI

Jan 29, 2021 by Kristi Marvin

PROPOSED BUSINESS COMBINATION: Rumble Inc.

ENTERPRISE VALUE: $2.231 billion
ANTICIPATED SYMBOL: tbd

CF Acquisition Corp. VI proposes to combine with Rumble Inc., the neutral video platform.

Rumble is a high-growth neutral video distribution platform. Rumble has created rails and independent infrastructure that are immune to cancel culture. Rumble’s mission is to restore the internet to its roots based on freedom of expression and creativity.

Developer of a rights management video platform designed to host, distribute and monetize all professional, social, and viral videos. The company’s platform provides visitors access to content via the world wide web and offers the opportunity for users to submit text, pictures, video, and other content for posting on the website, enabling video creators to build an audience for the videos they upload and publishers to publish those videos in their site free-of-charge and grow their revenue.

SUBSEQUENT EVENT – 8/24/22 – LINK

  • On August 24, 2022, CF VI and Rumble entered into an Amendment to the Existing BCA to extend the Agreement End Date from August 29, 2022, to October 31, 2022.
  • The Agreement End Date was extended to allow sufficient time for the special meeting of the Company’s stockholders to be held and the consummation of the Business Combination to occur.

TRANSACTION

  • The transaction values Rumble at an initial enterprise value of $2.1 billion, with current Rumble shareholders having the ability to earn additional shares of the combined company if the stock reaches price hurdles of $15.00 and $17.50 per share.4
  • The transaction is expected to provide approximately $400 million in proceeds5 to Rumble, including a fully committed PIPE of $100 million at $10.00 per share and $300 million of cash held in the trust account of CFVI.

cfvi trans overivew

PIPE

  • A fully committed PIPE of $100 million at $10.00 per share.
    • Contemporaneously with the execution of the BCA, CF VI entered into separate Subscription Agreements (the “Class A Common Stock Subscription Agreements”) with a number of subscribers (each a “Subscriber”), including the Sponsor, pursuant to which the Subscribers agreed to purchase, and CF VI agreed to sell to the Subscribers, an aggregate of 8.5 million shares of Class A Common Stock (the “PIPE Shares”), for a purchase price of $10.00 per share and an aggregate purchase price of $85.0 million (the “PIPE Investments”), with the Sponsor’s Class A Common Stock Subscription Agreement accounting for up to $7.59 million of such aggregate PIPE Investments.

FORWARD PURCHASE AGREEMENT

  • $15 million Forward Purchase Agreement from CFVI sponsor of 1,500,000 units: 1,500,000 units on same terms as public units (1 share + 1/4 warrant), plu 375,000 shares of Class A common stock.

EARNOUT & FORFEITURE

  • Rumble shareholders and option holders to receive 105.0 million additional earnout shares, with 50% vesting at $15 and 50% vesting at $17.50.
    • At Closing, the Escrow Portion of the aggregate Class A Common Stock, Class C Common Stock and ExchangeCo Shares issued in connection with the Arrangement to the Rumble Shareholders in exchange for their Rumble shares will be set aside in escrow accounts (the “Forfeiture Escrow Accounts”, and the shares in the Forfeiture Escrow Accounts, the “Forfeiture Escrow Shares”).
    • The Forfeiture Escrow Shares will be held in escrow for five years after the Closing (such period, the “Escrow Period”), at which time, if not earned and released to the Rumble Shareholders in accordance with the terms of the BCA, such Forfeiture Escrow Shares will be released to CF VI for cancellation.
    • The Forfeiture Escrow Shares will be earned and released by the Rumble Shareholders upon the closing price of the Class A Common Stock equaling or exceeding targets of $15.00 and $17.50, respectively (with 50% released at each target, or if the latter target is reached first, 100%) for a period of 20 trading days during any 30 consecutive trading day period during the Escrow Period (the “Earnout Terms”).
    • In addition, the Forfeiture Escrow Shares are subject to early vesting in the event of a change of control transaction during the Escrow Period involving payments per share (including the Forfeiture Escrow Shares vested) exceeding the same target levels set forth above (i.e., if the change of control payments are over $15.00, then 50% of the Forfeiture Escrow Shares will be earned and released and if the change of control payments are over $17.50, then all of the Forfeiture Escrow Shares will be earned and released).

LOCK-UP

  • Concurrently with the execution of the BCA, CF VI entered into separate Lock-Up Agreements (each a “Lock-Up Agreement”) with a number of Rumble Shareholders pursuant to which the securities of CF VI and ExchangeCo held by such holders will be locked-up and subject to transfer restrictions for a period of time following the Closing, as described below, subject to certain exceptions.
  • The securities held by such Rumble shareholders will be locked-up until the earlier of:
    • (i) the one (1) year anniversary of the date of the Closing,
    • (ii) the date on which the last reported sale price of Class A Common Stock exceeds $15.00 per share (adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing

NOTABLE CONDITIONS TO CLOSING

  • The obligations of Rumble to consummate (and cause to be consummated) the Transactions are also subject to the Available Cash being at least $125.0 million.

NOTABLE CONDITIONS TO TERMINATION

  • Subsequent Event – On August 24, 2022, CF VI and Rumble entered into an Amendment to the Existing BCA to extend the Agreement End Date from August 29, 2022, to October 31, 2022.
  • By either CF VI or Rumble if the Closing has not occurred on or before the 270 day anniversary of the date of the BCA (subject to extension for up to 60 days as described in the BCA).

ADVISORS

  • Cantor Fitzgerald & Co. is acting as financial and capital markets advisor to CFVI.
  • Hughes Hubbard & Reed LLP and Bennett Jones LLP are acting as legal advisors to CFVI.
  • Guggenheim Securities, LLC is acting as the exclusive financial advisor to Rumble.
  • Willkie Farr & Gallagher LLP and DLA Piper Canada LLP are acting as legal advisors to Rumble.
  • Cantor Fitzgerald & Co. and Guggenheim Securities, LLC served as placement agents for the PIPE financing.

MANAGEMENT & BOARD

Executive Officers

Howard W. Lutnick, 59
Chairman and Chief Executive Officer

Mr. Lutnick is also the Chairman, President and Chief Executive Officer of Cantor. Mr. Lutnick joined Cantor in 1983 and has served as President and Chief Executive Officer of Cantor since 1992 and as Chairman since 1996. Mr. Lutnick’s company, CF Group Management, Inc. (“CFGM”), is the managing general partner of Cantor. Mr. Lutnick is also the Chairman of the Board of Directors of BGC Partners, Inc. and its Chief Executive Officer, positions in which he has served from June 1999 to the present. In addition, Mr. Lutnick has served as Chairman of Newmark Group, Inc. since 2016. Mr. Lutnick also served as the Chairman and Chief Executive Officer of Cantor SPAC I, from October 2015 until consummation of its business combination with GCM Grosvenor in November 2020. Mr. Lutnick also serves as the Chairman and Chief Executive Officer of Cantor SPAC II since September 2019, Cantor SPAC III since March 2016, Cantor SPAC IV since January 2020 and Cantor SPAC V since April 2020. Mr. Lutnick is a member of the Board of Directors of the Fisher Center for Alzheimer’s Research Foundation at Rockefeller University, the Board of Directors of the Horace Mann School, the Board of Directors of the National September 11th Memorial & Museum, the Board of Directors of the Partnership for New York City, and the Board of Overseers of The Hoover Institution. In addition, Mr. Lutnick has served as Chairman and Chief Executive Officer of each of Cantor Fitzgerald Income Trust, Inc. (formerly known as Rodin Global Property Trust, Inc.) and Rodin Income Trust, Inc. since February 2017 and as President of Rodin Income Trust, Inc. since January 2018.

Anshu Jain, 58
President and Director 

Mr. Jain will serve as a member of our board of directors on the effective date of the registration statement of which this prospectus is a part. Mr. Jain is also the President of Cantor, a position he has held since January 2017. Mr. Jain directs strategy, vision and operational foundation across Cantor’s businesses. Mr. Jain also served as the President of Cantor SPAC I, from January 2018, and a director of Cantor SPAC I from December 2018, until in each case consummation of its business combination with GCM Grosvenor in November 2020. Mr. Jain also serves as the President of Cantor SPAC II, since September 2019, and a director of Cantor SPAC II since August 2020, as the President of Cantor SPAC III, since March 2020 and a director of Cantor SPAC III since November 2020, as the President of Cantor SPAC IV since September 2020 and a director of Cantor SPAC IV since December 2020, and as the President of Cantor SPAC V since September 2020 and a director of Cantor SPAC V since January 2021. Mr. Jain was Co-CEO of Deutsche Bank from June 2012 to June 2015. Between February 2016 and March 2017, Mr. Jain was an advisor to Social Finance Inc. and consultant to Deutsche Bank from July 2015 to January 2016. He was also a member of Deutsche Bank’s Management Board from 2009 to 2015 and Deutsche Bank’s Group Executive Committee from 2002 to 2015 and previously led Deutsche Bank’s team advising the UK Treasury on financial stability. Mr. Jain joined Deutsche Bank from Merrill Lynch in 1995. Mr. Jain sat on the Board of Directors of the Institute of International Finance from 2012 to 2015 and previously was a member of the Financial Services Forum and served on the International Advisory Panel of the Monetary Authority of Singapore. Mr. Jain is a trustee of Chance to Shine, a leading UK based sports charity whose mission is to spread the power of cricket throughout schools and communities. Mr. Jain also serves on the MIT Sloan Finance Group Advisory Board. Mr. Jain received his Bachelor’s degree in Economics, with honors, from the University of Delhi and his MBA in Finance, Beta Gamma Sigma, from the University of Massachusetts Amherst.

Alice Chan, 40 [Resigned 7/5/21]
Chief Financial Officer and Director 

Ms. Chan will serve as a member of our board of directors on the effective date of the registration statement of which this prospectus is a part. Ms. Chan joined Cantor in March 2015 and has served as the Global Controller and Managing Director since March 2019. In this position, Ms. Chan oversees a range of financial functions for Cantor and its affiliates, most notably financial reporting, consolidations, new accounting standard implementations, corporate accounting, and process enhancements. Ms. Chan also serves as the Chief Financial Officer and a director of Cantor SPAC V since January 2021. In addition, Ms. Chan has been the Chief Financial Officer of Fintan Master Fund Ltd and the Chief Financial Officer of Fintan Investments Ltd since January 2019. Prior to joining Cantor, Ms. Chan worked at Goldman Sachs for approximately 10 years, focusing on broker dealers’ financial and regulatory reporting, and bank financial reporting. Ms. Chan holds Series 27 and 99 licenses. She received a B.S. in Finance from Pace University and a M.S. in Accounting from St. John’s University.

Jane Novak, 56 [Appointed 7/8/21]
Interim Chief Financial Officer

Ms. Novak joined Cantor Fitzgerald, L.P. (“Cantor”) in October 2017 and since then, has served as Cantor’s Global Head of Accounting Policy. In this role, Ms. Novak provides guidance to Cantor and its affiliates on complex accounting matters, including, among other things, compliance with US GAAP, IFRS, and SEC pronouncements, establishing formal accounting policies, reviewing SEC filings, leading new accounting standards implementation and monitoring standard-setting activities. Prior to joining Cantor, Ms. Novak worked for a number of financial services institutions over the prior 20 years, holding accounting policy, financial reporting and SEC reporting positions of progressive responsibility. Ms. Novak began her career in the audit practice at Deloitte’s New York office, serving financial services clients. Ms. Novak graduated summa cum laude from Brooklyn College, CUNY, with a B.S. in Accounting. Ms. Novak holds an active CPA license from the State of New York and is a member of the American Institute of Certified Public Accountants.

Board of Directors

Douglas Barnard, 60
Director 

Mr. Barnard has served on the Board of Managers at Prophet Asset Management, a registered investment advisor with over $2 billion under management since July 2015. Prior to that, Mr. Barnard was the Chief Financial Officer and Executive Managing Director of Cantor from July 2006 until his retirement in April 2015. As Chief Financial Officer of Cantor, Mr. Barnard was responsible for Cantor’s global financial and management accounting, regulatory reporting, treasury and risk functions and also served as a member of multiple boards and committees at the company. Prior to joining Cantor in July 2006, Mr. Barnard served as the Chief Administrative Officer for Dover Management LLC, an investment management firm, where he oversaw all compliance, finance and administrative functions. Prior to his tenure with Dover, Mr. Barnard held the position of Managing Director and Controller of the Americas Region at Deutsche Bank AG, where he oversaw all regional financial control during a period of rapid expansion, including the integration of Bankers Trust Corporation. He also served as Chief Financial Officer for Deutsche’s Asia-Pacific Region based in their Singapore office. Previously, Mr. Barnard was Vice President and Investment Banking Controller at Goldman Sachs & Co., joining the bank from Deloitte Haskins & Sells. Mr. Barnard earned a BBA in public accounting from Pace University in 1982. He was a certified public accountant and a past member of the Financial Management Division of the Securities Industry Association, the Connecticut Society of CPAs and the American Institute of CPAs. Current and prior affiliations include the National Forest Foundation and the Corporate Cares Gala supporting the American Cancer Society.

Harry J. Elam, Jr., 64
Director 

Harry Elam is the 16th President of Occidental College in Los Angeles. He is responsible for the effective operation of the liberal arts college with 2,050 students and 200 faculty. Prior to coming to Occidental, from 2010 through 2020, Mr. Elam served as the Freeman-Thornton Vice Provost for Undergraduate Education at Stanford University where he oversaw the policies, procedures, and operations of the undergraduate education program for the university. Harry Elam was a faculty member at Stanford from 1990-2020. Mr. Elam is a leader on issues of diversity and inclusion. Mr. Elam is the author and co-editor of seven books, including the award-winning The Past as Present in the Drama of August Wilson (University of Michigan Press, 2006), and dozens of journal articles and book chapters. Mr. Elam was inducted into the American Academy of Arts and Sciences as well as the College of Fellows of the American Theatre. The Association for Theatre in Higher Education awarded him its highest recognition, the Distinguished Scholar Award, and he is the recipient of the Career Achievement Award from the American Society for Theatre Research. In addition to his scholarly work, Mr. Elam has directed theatrical productions professionally for more than 25 years. Mr. Elam has also served as a director of the Rose Hills Foundation since September 2020, a non-profit organization dedicated to supporting partner nonprofits who serve the Southern California community and in particular, low-income, vulnerable individuals and families. Mr. Elam has an A.B. from Harvard College and a Ph.D. from University of California Berkeley.

Steven Bisgay, 54 [Appointed 7/8/21]
Director

Mr. Bisgay is currently the Chief Financial Officer of BGC Partners, Inc. (“BGC”), a position he has held since January 2020. Mr. Bisgay joined Cantor in February 2015. From that time until August 2020, and from January 2021 to present, Mr. Bisgay served as the Chief Financial Officer of Cantor. Mr. Bisgay continues to oversee overlapping functions of BGC’s and Cantor’s businesses such as bondholder, lender, and rating agency relations. Mr. Bisgay also held various offices at and provided services to other affiliates of Cantor until December 2019, including as the Chief Financial Officer of CF Finance Acquisition Corp. (“Cantor SPAC I”) from October 2015 and as a director of Cantor SPAC I from December 2018, and as a director, Chief Financial Officer and Treasurer of two publicly non-traded REITs, Rodin Income Trust, Inc. and Cantor Fitzgerald Income Trust, Inc. (formerly known as Rodin Global Property Trust, Inc.), beginning in 2016. Prior to his time at Cantor, Mr. Bisgay was Chief Financial Officer at KCG Holdings, Inc., a market-making firm focused on client trading solutions, liquidity services and market-making technologies, after serving as Chief Financial Officer and Chief Operating Officer, Head of Business Development, Group Controller, and Director of Internal Audit at Knight Capital Group, Inc. and as a Senior Manager at PricewaterhouseCoopers, LLP. Mr. Bisgay received a B.S. in Accounting from Binghamton University and a M.B.A. from Columbia University. Mr. Bisgay also is registered with FINRA, holds a Series 27 Financial and Operations Principal license and is a Certified Public Accountant.

Natasha Cornstein, 47 [Appointed 2/23/22]
Director

Natasha Cornstein is currently the Chief Executive Officer of Blushington, LLC, a beauty services and retail business, a position she has held since January 2015. Ms. Cornstein has extensive executive and management experience in operations, marketing and communications encompassing strategic planning, creative development, public relations and corporate communications, interactive marketing, media planning and buying, and database /direct-marketing. Ms. Cornstein is a passionate advocate for nurturing women in business and was recently named as a Beauty United Mentor for women of color. In 2020, she was named to the Glossy 50 list of the top 50 executives in the beauty industry in their leadership category. From 2012 to 2014, Ms. Cornstein served as Director of Brand Management for CIRCA , where she led the company’s re-branding initiatives across traditional and digital platforms and served as the brand’s spokesperson during their international expansion. Prior to that, from 2003 to 2012, Ms. Cornstein served as Vice President of Client Services and Media Relations at Pinnacle Management Corp, a boutique athlete representation firm specializing in NBA and international basketball players. Ms. Cornstein is the Founder of the Beauty & Wellness Forum that brought together 100+ CEOs of beauty & wellness companies to collaborate during COVID-19, and is also the Co-founder of the Courts of Dreams Foundation, a non-profit organization dedicated to restoring outdoor basketball courts in underserved neighborhoods in New York City. Ms. Cornstein has also served as a director of CF Acquisition Corp. VII since December 2021 and served as a director of CF Acquisition Corp. V from January 2021 until consummation of its initial business combination with Satellogic Inc. in January 2022. Ms. Cornstein is a graduate of the CORO Fellows program in Public Affairs and earned a B.A. in Latin American Studies from Washington University in St. Louis.

 

ByKristi Marvin