CF Acquisition Corp. VIII *

CF Acquisition Corp. VIII *

Feb 19, 2021 by Kristi Marvin

PROPOSED BUSINESS COMBINATION: XBP Europe, Inc.

ENTERPRISE VALUE: $220 million
ANTICIPATED SYMBOL: XBP

CF Acquisition Corp. VIII proposes to combine with XBP Europe, Inc., the European business of Exela Technologies Inc.

  • Exela is a business process automation (BPA) leader, leveraging a global footprint and proprietary technology to provide digital transformation solutions enhancing quality, productivity, and end-user experience.
  • With decades of experience operating mission-critical processes, Exela serves a growing roster of more than 4,000 customers throughout 50 countries, including over 60% of the Fortune® 100.
  • Utilizing foundational technologies spanning information management, workflow automation, and integrated communications, Exela’s software and services include multi-industry, departmental solution suites addressing finance and accounting, human capital management, and legal management, as well as industry-specific solutions for banking, healthcare, insurance, and the public sector.
  • Through cloud-enabled platforms, built on a configurable stack of automation modules, and approximately 17,000 employees operating in 21 countries, Exela rapidly deploys integrated technology and operations as an end-to-end digital journey partner.
  • XBP Europe is a pan-European integrator of bills and payments connecting buyers and suppliers, across industries and sizes, to optimize the clients’ bills and payment processes in order to advance digital transformation, improve market-wide liquidity and encourage sustainable business practices.

EXTENSION – 9/19/23 – LINK

  • The SPAC approved the extension from September 16, 2023 to March 16, 2024.
    • 730,270 shares were redeemed at the meeting for $11.06 per share.
    • No contribution will be made into the trust account.

EXTENSION – 3/17/23 – LINK

  • The SPAC approved the extension from March 16, 2023 to September 16, 2023.
    • 1,523,509 shares were redeemed.
    • $0.04/share per month will be deposited into the trust account.

EXTENSION – 9/30/22 – LINK

  • The Company deposited $976,832.34, or $0.33 per share of the Company’s Class A common stock that was not redeemed in connection with the extension, into the Company’s trust account to extend the Company’s time to consummate a business combination from September 30, 2022, to March 16, 2023.
  • Stockholders holding 19,159,975 Public Shares exercised their right to redeem such shares for a pro-rata portion of the funds in the Company’s trust account.
  • As a result, approximately $196.1 million (approximately $10.24 per share) will be removed from the Company’s trust account to pay such holders.
  • Following redemptions, the Company will have 2,960,098 Public Shares outstanding.

EXTENSION – 3/9/22 – LINK

  • The company extended the time to consummate a business combination from March 16, 2022 to September 30, 2022.
    • For the six-month extension, the company deposited $4,424,014.6 into the trust account or $0.20/Share that was not redeemed in connection with the extension
      • At the meeting, 2,879,927 Shares were redeemed for $10.00/Share

TRANSACTION

  • The transaction will require the approval of the stockholders of CFFE, and as a result, is expected to close sometime in the first half of 2023.
  • The transaction is subject to customary closing conditions, several of which are outside the control of the parties, and there can be no assurance as to whether or when a closing will occur.
  • The transaction values XBP Europe at an initial enterprise value of $220 million. 
  • After closing, the combined company will be called XBP Europe Holdings, Inc. and is expected to be publicly listed on Nasdaq under the symbol XBP.

PIPE

  • There is no PIPE for this transaction

LOCK-UP

  • Company and Sponsor
    • One year following the Closing Date

SPONSOR SUPPORT AGREEMENT

  • Upon Closing the sponsor will forfeit for cancellation 733,400 of its shares of Class B Common Stock

NOTABLE CONDITIONS TO CLOSING

  • The Parent agreed that it and its affiliates will not have any right, title, interest or claim of any kind in or to any monies in CF VIII’s trust account held for its public stockholders, and agreed not to, and waived any right to, make any claim against the trust account

NOTABLE CONDITIONS TO TERMINATION

  • By either CF VIII or XBP Europe if the Closing has not occurred on or before June 30, 2023 (subject to an automatic extension until as late as September 30, 2023, on the terms and conditions set forth in the Merger Agreement)
  • None of the parties to the Merger Agreement are required to pay a termination fee or reimburse any other party for its expenses as a result of a termination of the Merger Agreement. However, each party will remain liable for willful and material breaches of the Merger Agreement prior to termination.

ADVISORS

  • Cantor Fitzgerald & Co. is acting as financial and capital markets advisor to CFVIII.
  • Hughes Hubbard & Reed LLP is acting as legal advisor to CFVIII.
  • Willkie Farr & Gallagher LLP is acting as legal advisor to XBP Europe.

MANAGEMENT & BOARD


Executive Officers

Howard W. Lutnick, 59
Chairman and Chief Executive Officer

Mr. Lutnick is 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, Cantor SPAC V since April 2020 and Cantor SPAC VI 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 Nominee*

Mr. Jain is 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, as the President of Cantor SPAC V since September 2020 and a director of Cantor SPAC V since January 2021, and as the President of Cantor SPAC VI since October 2020 and a director of Cantor SPAC VI since February 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 Nominee*

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 has also served as the Chief Financial Officer and a director of Cantor SPAC II, Cantor SPAC III, Cantor SPAC IV and Cantor SPAC V since January 2021, and as the Chief Financial Officer of Cantor SPAC VI since January 2021 and a director of Cantor SPAC VI since February 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

Robert J. Hochberg, 58
Director Nominee

Mr. Hochberg is currently President and Chief Executive Officer of Numeric Computer Systems, Inc. Mr. Hochberg has served as President since June 1984 and as Chief Executive Officer since November 1994. Numeric Computer Systems is a global software company with offices in New York, San Juan, Auckland, Jakarta and Sydney. Mr. Hochberg also served as a director of Cantor SPAC I from January 2020 until consummation of its business combination with GCM Grosvenor in November 2020 and a director of Cantor SPAC II from August 2020 until consummation of its business combination with View in March 2021. Mr. Hochberg has also served as a director of Cantor SPAC III since November 2020. Mr. Hochberg is a graduate of Vassar College, where he received a Bachelor of Arts in Economics.


Charlotte Blechman, 50
Director Nominee

Ms. Blechman has extensive executive and management experience in marketing, public relations, visual merchandising, branding, digital and social marketing, advertising and communications. Ms. Blechman has served as Chief Marketing Officer of Tom Ford Retail LLC since January 2017 where she oversees various departments. She is responsible for all global marketing, communications, advertising, public relations, visual display, customer relationship management, digital marketing, events, and global marketing initiatives. Ms. Blechman also served as a director of Cantor SPAC II from November 2020 until consummation of its business combination with View in March 2021. Ms. Blechman has also served as a director of Cantor SPAC IV since December 2020. From 2011 to 2017, Ms. Blechman served as Executive Vice-President of Marketing and Communication at Barneys New York. Prior to that, Ms. Blechman served as Gucci America’s Vice President of Public Relations and Special Events, also overseeing Worldwide Celebrity Relations. She also served as Vice President of Public Relations for Yves Saint Laurent.


Steven Bisgay, 54 [Appointed 7/8/21] [Resigned 9/1/23]
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.


Mark Kaplan, 61 [Appointed 3/17/22]
Director Nominee

Mr. Kaplan is currently the Global Chief Operating Officer of Cantor Fitzgerald & Co., the Investment Banking, Asset Management arm of Cantor Fitzgerald (“Cantor”), a position he has held since February 2018. In that role, Mr. Kaplan oversees the businesses and operations of Cantor’s primary business divisions, both domestically and internationally. Mr. Kaplan has also served as a director of CF Acquisition Corp. IV since December 2021. From 2007 – 2017, Mr. Kaplan was Chief Operating Officer for Société Générale in the Americas (“Société Générale”) where he was responsible for managing its regional operations, including the IT, Operations, Finance, Product Control, Operational Risk, IT Security, BCP, Sourcing and Real Estate departments.  As part of that role, Mr. Kaplan helped develop and build many of the firm’s business initiatives, as well as several significant mergers and acquisitions. Prior to that position, Mr. Kaplan spent six years as the General Counsel for Société Générale, and for its investment banking subsidiary, Cowen & Co., leading their Legal and Compliance departments. Before joining Société Générale, Mr. Kaplan was the U.S. General Counsel of CBIC. And prior to that position was a Managing Director and Director of Litigation at Oppenheimer & Co., Inc. Mr. Kaplan has a B.A. from Bucknell University and a Juris Doctor from Columbia Law School.


Robert Sharp, 56 [Appointed 3/17/22]
Director Nominee

Mr. Sharp is currently Co-CEO of Ramy Brook, a leading contemporary fashion brand, a position he has held since January 2014. Mr. Sharp is also the President and CEO of KDS Partners LLC, a private investment firm. Mr. Sharp has over 25 years of experience in corporate acquisitions and strategically building equity value, combining financial and operational expertise. Previously, Mr. Sharp was a founding partner and member of the Executive Committee of MidOcean Partners, a leading private equity firm, from February 2003 to December 2013. Previously, from September 1999 to February 2003, Mr. Sharp was a Managing Director at DB Capital Partners, the private equity division of Deutsche Bank, which was acquired out of Deutsche Bank to form MidOcean Partners. Mr. Sharp joined DB Capital Partners from Investcorp International, a global private equity firm. Mr. Sharp has served on numerous corporate boards throughout his career, including as the previous Chairman of Thomas Scientific, one of the largest suppliers of laboratory products and services. Mr. Sharp also served as a director of CF Finance Acquisition Corp. from March 2019 until consummation of its business combination with GCM Grosvenor, Inc. in November 2020 and as a director of CF Finance Acquisition Corp. III from November 2020 until consummation of its business combination with AEye, Inc. in August 2021. Mr. Sharp has also served as a director of CF Acquisition Corp. VII since December 2021. Mr. Sharp is a member of the Advisory Board of Mount Sinai Hospital, and a member of the Steering Committee of Duke University’s Financial Economics Center. Mr. Sharp received his B.A. in Economics, Phi Beta Kappa, Summa Cum Laude, from Union College, and his M.B.A in Finance from Columbia University, where he was a Samuel Bronfman Fellow.