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CF Finance Acquisition Corporation *

CF Finance Acquisition Corporation *

Oct 19, 2020 by Roman Developer

PROPOSED BUSINESS COMBINATION: GCM Grosvenor


ESTIMATED CURRENT FUNDS in TRUST: $218.7 million*
CURRENT PER SHARE REDEMPTION PRICE: $10.38*
EQUITY VALUE: $1.9 billion

*SPACInsider estimate a/o 10-17-20

CF Finance Acquisition Corp. proposes to combine with

GCM Grosvenor, a global alternative asset management firm, in a transaction valued at $2 billion.

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. GCM Grosvenor’s experienced team of 485 professionals serves a global client base of institutional and high net worth investors.

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.


TRANSACTION

In connection with the transaction, the CFAC Sponsor will forfeit one-third of their class B shares.

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, Hellman &Friedman’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:

  • $185 million from “Additional Investors”
  • $30 million from Cantor
    • Sponsor agreed to purchase 3,500,000 shares of GCM PubCo Class A common stock and 1,500,000 GCM PubCo common warrants for an aggregate purchase price of $30,000,000.
  • $10 million from M. Klein & Company

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.

cffa trans summary 8-3-20


PIPES AND FORWARD PURCHASE

  • $185 million from “Additional Investors”
  • $30 million from Cantor (Forward Purchase)
    • Sponsor agreed to purchase 3,500,000 shares of GCM PubCo Class A common stock and 1,500,000 GCM PubCo common warrants for an aggregate purchase price of $30,000,000.
  • $10 million from M. Klein & Company

The Forward Purchase has been amended from what was included in the IPO prospectus.  Original terms below:

Our sponsor has committed, pursuant to a forward purchase contract with us, to purchase, in a private placement for gross proceeds of $30,000,000 to occur concurrently with the consummation of our initial business combination, 3,000,000 of our units on substantially the same terms as the sale of units in this offering at $10.00 per unit, and 750,000 shares of Class A common stock.


SPONSOR FORFEIT OF FOUNDER SHARES AND WARRANTS

  • The Sponsor will be forfeiting 2,351,534 shares of GCM PubCo Class A common stock and 150,000 GCM PubCo common warrants of their original 7,064,603 founder shares and warrants included in their 600,000 at-risk units.

NOTABLE CONDITIONS TO CLOSING

  • There is a closing condition of Available Acquiror Cash in CFFA’s trust account being no less than $300,000,000, after taking into account the investments by the PIPE Investors and the Forward Purchase Agreement, $75,000,000 without such investments, after giving effect to any Acquiror Share Redemptions.

NOTABLE CONDITIONS TO TERMINATION

  • The Outside Date is February 2, 2021 or March 17, 2021 or June 17, 2021, if the deadline is extended.

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.
  • 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.

CF FINANCE MANAGEMENT & BOARD


Executive Officers

Howard W. Lutnick, 57
Chairman & 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., 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 is Chairman of the Board of Managers of Haverford College, a member of the Board of Directors of the Fisher Center for Alzheimer’s Research Foundation at Rockefeller University, the Executive Committee of the USS Intrepid Museum Foundation’s Board of Trustees, the Board of Directors of the Solomon Guggenheim Museum Foundation, the Board of Directors of the Horace Mann School, the Board of Directors of the National September 11th Memorial & Museum, and the Board of Directors of the Partnership for New York City. In addition, Mr. Lutnick is Chairman of the supervisory board of the Electronic Liquidity Exchange, a fully electronic futures exchange. In addition, Mr. Lutnick serves as a director of each of Rodin Global Property Trust, Inc. and Rodin Income Trust, Inc.


Anshu Jain, 55
President & 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 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 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 [Added June 6, 2020]
Chief Financial Officer, Class II Director

Mr. Pion has served as U.S. Chief Administrative Officer and Senior Managing Director of Cantor Fitzgerald & Co. since August 2011. In this position, Mr. Pion oversees a range of functions for Cantor Fitzgerald, L.P. (“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. In addition, Mr. Pion has served as Chief Financial Officer and Treasurer and a director of each of 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.


Henrique de Castro, 52
Chief Operating Officer & Director

Mr. de Castro 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. de Castro has been an advisor to Cantor since February 2015. From 2012 to 2014, Mr. de Castro served as the Chief Operating Officer of Yahoo! Inc., where he was responsible for strategic and operational management of Yahoo!’s over $5 billion business worldwide, including sales, media, business development and operations. Prior to his tenure at Yahoo! Inc., he served as the President of Google’s Worldwide Partner Solutions’ over $10 billion business from March to November 2012. He also led Google’s Media, Mobile and Platforms’ over $5 billion business worldwide, leading the global footprint of the business from inception, from June 2009 to March 2012. Mr. de Castro also managed sales and business development operations across Western Europe for Dell Corporation from 2004 to 2006. Mr. de Castro has also previously served as a Director of Interactive Advertising Bureau Inc. and consulted for McKinsey & Company, where he advised clients across multiple industries. Mr. de Castro currently serves as a Director of Target Corporation, as well as First Data Corporation, where he is also a member of the Risk Committee of the Board.


Paul Pion, 53
Chief Financial Officer

Mr. Pion has served as U.S. Chief Administrative Officer and Senior Managing Director of Cantor Fitzgerald & Co. since August 2011. In this position, Mr. Pion oversees a range of functions for Cantor Fitzgerald, L.P. (“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 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. Since his appointment, Mr. Pion continues with his roles at Cantor and its affiliates.


Stephen M. Merkel, 60
Executive Vice-President, General Counsel & Secretary

Mr. Merkel has been Executive Managing Director, General Counsel and Secretary of Cantor since December 2000 and was Senior Vice President, General Counsel and Secretary of Cantor from May 1993 to December 2000. Mr. Merkel has also been Executive Vice President, General Counsel and Secretary of BGC Partners, Inc. since 2001 and was Senior Vice President, General Counsel and Secretary of BGC Partners, Inc. from June 1999 to September 2001. Mr. Merkel served as a director of BGC Partners, Inc. from September 2001 until October 2004. Mr. Merkel also holds offices at, and provides services to, various other affiliates of Cantor and BGC Partners, Inc. Prior to joining Cantor, Mr. Merkel was Vice President and Assistant General Counsel of Goldman Sachs & Co. from February 1990 to May 1993. From September 1985 to January 1990, Mr. Merkel was an associate with the law firm of Paul, Weiss, Rifkind, Wharton & Garrison. Mr. Merkel is a founding board member of the Wholesale Markets Brokers’ Association, Americas. Mr. Merkel served as a member of the Board of Directors of GFI Group, Inc. from February 26, 2015 through the closing of the back-end merger between BGC Partners, Inc. and GFI Group, Inc. in January 2016.


 

Board of Directors

Peter J. Worth, 70
Director

Mr. Worth served as Vice Chairman, Employee Benefits of Alliant Insurance Services from January 2015 to October 2017; and Vice Chairman Americas of Alliant Insurance Services from November 2017 to present. Mr. Worth was the founder of American Benefits Consulting (ABC) and had been its Chairman and Chief Executive Officer from inception in 1979 until the sale of ABC to Alliant Insurance Services in December 2014. With over 40 years of experience in the insurance and benefits business, Mr Worth has helped some of the largest companies in in the world provide cost effective, industry leading benefit programs to the executive group and total employee population. Prior to founding American Benefits Consulting, Mr. Worth was a successful General Agent and subsequently led several of the largest life insurance companies in sales. Mr. Worth serves on the Board of Trustees of Northwell Health and is a Committee Member for the Eastern Regional Executive Council for Lenox Hill Hospital since November 2017; and has served on the Board of Trustees for the Silver Shield Foundation since September 2014.


Robert J. Hochberg, 57
Director (Class I)

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 is a graduate of Vassar College, where he received a Bachelor of Arts in Economics.