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CF Finance Acquisition Corporation II

CF Finance Acquisition Corporation II

Oct 19, 2020 by Roman Developer

PROPOSED BUSINESS COMBINATION: View, Inc.

ENTERPRISE VALUE: $1.6 billion
ANTICIPATED SYMBOL: TBD

CF Finance Acquisition Corporation II to combine with View. The combined company will be called View, Inc. and will be publicly listed on the NASDAQ market following the close of the transaction. View is the market leader in next-generation smart windows that use artificial intelligence and machine learning which will tint the glass to optimize natural light while controlling heat and glare to enhance mental and physical well-being for occupants, creating smart connected buildings which reduce energy consumption and greenhouse gas (GHG) emissions.

View serves diverse real estate segments including corporate office, airports, multifamily, education, and healthcare. Strong secular tailwinds of climate change, human health and smart buildings are driving demand for View’s smart windows. Environmental, social and governance initiatives and growing government regulations require buildings to retrofit and become energy efficient and net-zero-energy dwellings.

Upon the transaction closing that is expected to happen in Q1 2021, View will continue to be led by Chairman and CEO, Dr. Rao Mulpuri, and CFO, Vidul Prakash and the combined company will be listed on the Nasdaq.

TRANSACTION

The transaction includes $500M from CFII’s cash in trust, plus a $300M PIPE, for a total of $800M that is to be used to pay down debt and grow capex. No additional equity capital is expected to be required between the closing of this transaction and achieving free cash flow (assuming no redemptions from the CFII trust account).

The business combination values View at an implied $1,628 million enterprise value. Upon transaction closing, and assuming no redemptions by CF stockholders, View will have approximately $528 million in cash after paying $327M in “Debt Like Items” and transaction expenses. Cash proceeds raised in the transaction will be used to repay debt, fund operations, support growth and for general corporate purposes.

The pro-forma ownership is expected to be 59% existing View shareholders, 27% SPAC & Founder Shares, and 14% from the PIPE investors.

SUBSEQUENT EVENT – Press Release 1/11/21

  • Additional $200M investment by GIC, Singapore’s sovereign wealth fund
    • The number of shares will be equal to the lesser of
      • (i) 17,777,778 shares of CF II’s Class A Common Stock, and
      • (ii) a number of shares of CF II’s Class A Common Stock such that the Subscriber would own (together with any other shares of Class A Common Stock that it or its affiliates owned on the date of the Additional Subscription Agreement) 9.85% of CF II’s issued and outstanding shares of Class A Common Stock after completion of the Merger and the issuance and sale of the PIPE Shares and the Additional PIPE Shares
  • The purchase price for the Additional PIPE Shares will be $11.25 per share, for a maximum aggregate purchase price of $200.0 million.
  • Total PIPE size now $500M
  • The transaction is now expected to deliver up to $1 billion of gross proceeds including the contribution of $500 million of cash held in CF II’s trust account from its initial public offering

 

PIPE

  • An aggregate of 30,000,000 shares of CF Finance Acquisition Corp. II Common Stock (the “PIPE Shares”), for a purchase price of $10.00 per share and an aggregate purchase price of $300,000,000

SUBSEQUENT EVENT – Press Release 1/11/21

  • Additional $200M investment by GIC, Singapore’s sovereign wealth fund
    • The number of shares will be equal to the lesser of
      • (i) 17,777,778 shares of CF II’s Class A Common Stock, and
      • (ii) a number of shares of CF II’s Class A Common Stock such that the Subscriber would own (together with any other shares of Class A Common Stock that it or its affiliates owned on the date of the Additional Subscription Agreement) 9.85% of CF II’s issued and outstanding shares of Class A Common Stock after completion of the Merger and the issuance and sale of the PIPE Shares and the Additional PIPE Shares
  • The purchase price for the Additional PIPE Shares will be $11.25 per share, for a maximum aggregate purchase price of $200.0 million.
  • Total PIPE size now $500M
  • The transaction is now expected to deliver up to $1 billion of gross proceeds including the contribution of $500 million of cash held in CF II’s trust account from its initial public offering

EARNOUT

During the five-year period following the Closing (the “Earnout Period”), CF Finance Acquisition Corp. II will subject 4,970,000 CFII’s Class B stock, or founder shares, to an earnout in three tranches, upon the satisfaction of certain price targets set forth in the Business Combination Agreement, which price targets will be based upon the price of one share of CF Finance II Class A Common Stock quoted on the Nasdaq or the exchange on which the shares are then traded, for any five (5) trading days (which need not be consecutive) over a ten (10) trading day period at any time during the Earn-Out Period. The Earn-Out Shares shall vest and no longer be subject to forfeiture as follows (each, as applicable to the relevant Earn-Out Shares, a “Release Event”):

  • “Release Event i” 2,485,000 of the Earn-Out Shares will vest and no longer be subject to forfeiture or the transfer restrictions in this Section 4 if the closing stock price of shares of Acquiror Class A Common Stock on the principal exchange on which such securities are then listed or quoted shall have been at or above $12.50 (the “First Price Threshold”) for five (5) trading days (which need not be consecutive) over a ten (10) trading day period at any time during the Earn-Out Period
  • “Release Event ii” 1,242,500 of the Earn-Out Shares will vest and no longer be subject to forfeiture or the transfer restrictions in this Section 4 if the closing stock price of shares of the Public Common Stock on the principal exchange on which such securities are then listed or quoted shall have been at or above $15.00 (the “Second Price Threshold”) for five (5) trading days (which need not be consecutive) over a ten (10) trading day period at any time during the Earn-Out Period
  • “Release Event iii” 1,242,500 of the Earn-Out Shares will vest and no longer be subject to forfeiture or the transfer restrictions in this Section 4 if the closing stock price of shares of the Public Common Stock on the principal exchange on which such securities are then listed or quoted shall have been at or above $20.00 (the “Third Price Threshold” and, together with the First Price Threshold and the Second Price Threshold, the “Price Thresholds”) for five (5) trading days (which need not be consecutive) over a ten (10) trading day period at any time during the Earn-Out Period

NOTABLE CONDITIONS TO CLOSING

  • CF Finance II having at least $100,000,000 in available cash in trust (not including proceeds in connection with the PIPE ). Minimum Available Acquiror Cash Amount” means the sum of (x) $100,000,000 plus (y) the amount received from the PIPE Investments.

NOTABLE CONDITIONS TO TERMINATION

  • By mutual written consent of the Company and Acquiror if the Closing has not occurred on or before the six month anniversary of the date of the Merger Agreement

ADVISORS

  • Goldman Sachs & Co. LLC is acting as exclusive financial advisor to View.
  • Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal advisor to View.
  • Cantor Fitzgerald & Co. is acting as financial and capital markets advisor to CF II.
  • Hughes Hubbard & Reed LLP and Ellenoff Grossman & Schole LLP are acting as legal advisors to CF II.
  • Cantor Fitzgerald & Co. and Goldman Sachs & Co. 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 has also served as the Chairman and Chief Executive Officer of Cantor SPAC I since October 2015. 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, 57
President and Director Nominee

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 has also served as the President of Cantor SPAC I since January 2018. 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.

Paul Pion, 53
Chief Financial Officer

Mr. Pion 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. Pion has served as U.S. Chief Administrative Officer and Senior Managing Director of CF&Co since August 2011. In this position, Mr. Pion oversees a range of functions for Cantor and its affiliates, most notably client management, cost control, procurement, and vendor management. Other responsibilities include business continuity planning, facilities and insurance. In addition, Mr. Pion is the Treasurer of the Cantor Fitzgerald Relief Fund. Additionally, since January 2012, Mr. Pion has served as Chief Executive Officer of Tower Bridge International Services LP, a subsidiary of Cantor that is responsible for the back-office functions under a shared-services model for all Cantor UK-based businesses. Mr. Pion has also served as the Chief Financial Officer of Cantor SPAC I since January 2020 and as a director since June 2020. In addition, Mr. Pion has served as Chief Financial Officer, Treasurer and a director of each of Cantor Fitzgerald Income Trust, Inc. (formerly known as Rodin Global Property Trust, Inc.) and Rodin Income Trust, Inc. since January 2020. Mr. Pion previously served in numerous positions for Cantor, including Global Director of Internal Audit and was involved in various special projects from 2002 to 2010. Prior to joining Cantor, Mr. Pion served for approximately 14 years with the accounting firm Deloitte & Touche, most recently as an Audit and Assurance partner focusing on financial services clients. At Deloitte & Touche, Mr. Pion also led the New York office’s China Practice. Mr. Pion holds Series 7 and 27 licenses and is a Certified Public Accountant in the State of New York. He received a B.S. in Accounting from the State University of New York at Albany.

 

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. Additionally, Mr. Hochberg currently serves on the Board of Directors of Rodin Income Trust, Inc. Mr. Hochberg has also served as a director of Cantor SPAC I since January 2020. Mr. Hochberg is a graduate of Vassar College, where he received a Bachelor of Arts in Economics.

Charlotte Blechman (elected 11/25/20)
Director 

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. 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.

ByRoman Developer