RISK FACTORS

CFAC stockholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, before they decide whether to vote or instruct their vote to be cast to approve the relevant proposals described in this proxy statement/prospectus.

Unless the context otherwise requires, all references in this section to the “Company,” “we,” “us” or “our” refer to the business of GCM Grosvenor prior to the Closing, which will be the business of GCM PubCo and its subsidiaries following the Closing.

Risks Related to GCM Grosvenor’s Business and Industry

In the course of conducting our business operations, we are exposed to a variety of risks. These risks are generally inherent to the alternative asset management industry or otherwise generally impact alternative asset managers like us. Any of the risk factors we describe below have affected or could materially adversely affect our business, financial condition and results of operations. The market price of shares of GCM Class A common stock could decline, possibly significantly or permanently, if one or more of these risks and uncertainties occurs. Certain statements in “Risk Factors” are forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements.”

The historical performance of our funds should not be considered as indicative of the future results of our operations or any returns expected on an investment in GCM Class A common stock; however, poor performance of our funds, or lack of growth in our assets under management, could have a materially adverse impact on our revenues, and, consequently, the returns on GCM Class A common stock.

An investment in GCM Class A common stock is not an investment in any of our funds and is not linked to the historical or future performance of our funds. However, the success and growth of our business is highly dependent upon the performance of our funds.

Positive performance of our funds will not necessarily result in the holders of GCM Class A common stock experiencing a corresponding positive return on their GCM Class A common stock. However, poor performance of our funds could cause a decline in our revenues as a result of reduced management fees and incentive fees from such funds, and may therefore have a materially adverse impact on our performance and the returns on an investment in GCM Class A common stock.

If we fail to meet the expectations of our clients or our funds otherwise experience poor investment performance, whether due to general economic and financial conditions, our investment acumen or otherwise, our ability to retain existing assets under management and attract new clients could be materially adversely affected. In turn, the management fees and incentive fees that we would earn would be reduced and our business or financial condition would suffer, thus negatively impacting the price of GCM Class A common stock. Furthermore, even if the investment performance of our funds is positive, our business or financial condition and the price of GCM Class A common stock could be materially adversely affected if we are unable to attract and retain additional assets under management consistent with our past experience, industry trends or investor and market expectations.

See “— Risks Related to Our Funds.”

Investors in our open-ended, specialized funds may generally redeem their investments in these funds on a periodic basis. Investors in most of our closed-ended, specialized funds may terminate the commitment periods of these funds or otherwise cause our removal as general partner of these funds under certain circumstances. Our customized separate account clients may generally terminate our management of these relationships on short notice. Any of these events would lead to a decrease in our revenues, which could be substantial.

Investors in our open-ended, specialized funds may generally redeem their investments on an annual or quarterly basis following the expiration of a specified period of time when capital may not be withdrawn, subject to the applicable fund’s specific redemption provisions. In addition, the boards of directors of the investment companies we manage could terminate our advisory engagement of those companies, on as little as 30 days’ prior written notice. In a declining market, the pace of redemptions from our open-ended, specialized funds, and consequently our assets under management, may accelerate as investors seek to limit the losses on their investments or rely upon the liquidity provided by our funds in order to satisfy other obligations these investors may have elsewhere

in their portfolios. To the extent appropriate and permissible under a fund’s governing agreements, we may limit or suspend redemptions or otherwise take steps to limit the impact of redemptions on our funds during a redemption period, which may have a negative reputational impact on us. See “— Risks Related to Our Funds — Hedge fund investments are subject to numerous additional risks.” The decrease in revenues that would result from significant redemptions in our open-ended, specialized funds could have a material adverse effect on our business, financial condition and results of operations. In addition, the occurrence of such an event would likely have a negative reputational impact on us.

The governing agreements of most of our closed-ended, specialized funds provide that, subject to certain conditions, investors comprising a certain percentage of commitments to these funds, which may be as low as 75%, have the right to suspend or terminate the commitment periods of these funds or cause our removal as general partner and investment manager of these funds without cause. The termination or suspension of a fund’s commitment period or our removal as general partner of a fund would result in loss of management fee revenues and potentially some or all of any carried interest to which we may otherwise have been entitled to receive. The decrease in these revenues could have a material adverse effect on our business, financial condition and results of operations. In addition, the occurrence of such an event would likely have a negative reputational impact on us.

Our customized separate account clients may generally terminate our management of these relationships without cause, request the orderly liquidation of investments of these portfolios or transfer some or all of the investments in these portfolios directly to the client or some other third-party, on as little as 30 days’ prior written notice. The occurrence of such an event would result in a loss of management fee revenues to which we may otherwise have been entitled to receive. The decrease in these revenues could have a material adverse effect on our business, financial condition and results of operations. In addition, the occurrence of such an event would likely have a negative reputational impact on us.

The COVID-19 pandemic has caused severe disruptions in the U.S. and global economies and may adversely impact our business, financial condition and results of operations.

The outbreak of the COVID-19 pandemic led much of the world to institute stay-at-home orders, restrictions on travel, bans on public gatherings, the closing of non-essential businesses or limiting their hours of operation and other restrictions on businesses and their operations, which has adversely impacted global commercial activity and contributed to significant volatility and a downturn in global financial markets. While some of these restrictions are being relaxed or lifted in an effort to generate more economic activity, the risk of future COVID-19 outbreaks remains, and jurisdictions may reimpose them in an effort to mitigate risks to public health. Moreover, even where restrictions are and remain lifted, the absence of viable treatment options or a vaccine could lead people to continue to self-isolate and not participate in the economy at pre-pandemic levels for a prolonged period of time. As a result, we are unable to predict the ultimate adverse impact of the pandemic, but it has affected, and may further affect, our business in various ways, including the following:

•        We operate our business globally, with clients and offices across North America, Europe, Asia-Pacific, Latin America and the Middle East. The ability to easily travel and meet with prospective and current clients in person helps build and strengthen our relationships with them in ways that telephone and video conferences may not always afford. In addition, the ability of our employees to conduct their daily work in our offices helps to ensure a level of productivity that may not be achieved when coming to the office every day is not an option. Further, our investment strategies target opportunities globally. Restrictions on travel and public gatherings as well as stay-at-home orders mean that most of our client and prospect meetings are not currently taking place in person, and the vast majority of our employees are working from home. As a consequence, our ability to market our funds and raise new business has been impeded (which may result in lower or delayed revenue growth), it has become more difficult to conduct due diligence on investments (which can impede the identification of investment risks) and an extended period of remote working by our employees could strain our technology resources and introduce operational risks, including heightened cybersecurity risk, as remote working environments can be less secure and more susceptible to hacking attacks.

•        A slowdown in fundraising activity has in the past resulted in delayed or decreased management fees and could result in delayed or decreased management fees in the future compared to prior periods. In addition, in light of declines in public equity markets and other components of their investment portfolios,

investors may become restricted by their asset allocation policies to invest in new or successor funds that we provide, or may be prohibited by new laws or regulations from funding existing commitments. We may also experience a slowdown in the deployment of our capital, which could also adversely affect our ability to raise capital for new or successor funds.

•        To the extent the market dislocation caused by COVID-19 may present attractive investment opportunities due to increased volatility in the financial markets, we may not be able to complete those investments, which could impact revenues, particularly for our funds that charge fees on invested capital.

•        Our liquidity and cash flows may be adversely impacted by declines or delays in realized incentive fees and management fee revenues.

•        Our funds invest in industries that have been materially impacted by the COVID-19 pandemic, including healthcare, travel, entertainment, hospitality and retail. Companies in these industries are facing operational and financial hardships resulting from the pandemic, and if conditions do not improve, they could continue to suffer materially, become insolvent or cease operations altogether, any of which would decrease the value of the investments.

•        COVID-19 presents a threat to our employees’ well-being and morale. If our senior management or other key personnel become ill or are otherwise unable to perform their duties for an extended period of time, we may experience a loss of productivity or a delay in the implementation of certain strategic plans. In addition to any potential impact of such extended illness on our operations, we may be exposed to the risk of litigation by our employees against us for, among other things, failure to take adequate steps to protect their well-being, particularly in the event they become sick after a return to the office. Further, local COVID-19-related laws can be subject to rapid change depending on public health developments, which can lead to confusion and make compliance with laws uncertain and subject us to increased risk of litigation for non-compliance.

•        We anticipate that regulatory oversight and enforcement will become more rigorous for public companies in general, and for the financial services industry in particular, as a result of the recent volatility in the financial markets.

We believe COVID-19’s adverse impact on our business, financial condition and results of operations will be significantly driven by a number of factors that we are unable to predict or control, including, for example: the severity and duration of the pandemic, including the timing of availability of a treatment or vaccine for COVID-19; the pandemic’s impact on the U.S. and global economies; the timing, scope and effectiveness of additional governmental responses to the pandemic; the timing and path of economic recovery; and the negative impact on our clients, counterparties, vendors and other business partners that may indirectly adversely affect us.

Our business and financial condition may be materially adversely impacted by the variable nature of our revenues, and in particular the performance-based aspect of certain of our revenues and cash flows, which may make it difficult for us to achieve steady earnings growth on a quarterly basis and may lead to large adverse movements or general increased volatility in the price of GCM Class A common stock.

Our revenues are influenced by the combination of the amount of assets under management and the investment performance of our funds. Asset flows, whether inflows or outflows, can be variable from month-to-month and quarter-to-quarter. Furthermore, our funds’ investment performance, which affects the amount of assets under management and the management fees we may earn in a given year, can be volatile due to, among other things, general market and economic conditions. Accordingly, our revenues and cash flows may be variable.

Our cash flow may fluctuate significantly from quarter to quarter due to the fact that we receive carried interest distributions from certain of our funds only when investments are realized and, in certain cases, achieve a certain preferred return based on performance. In most cases, for our funds where we are entitled to receive carried interest distributions, an element of our revenues, it takes a substantial period of time to realize the cash value (or other proceeds) of an investment. Even if an investment proves to be profitable, it may be a number of years before any profits can be realized in cash (or other proceeds). We cannot predict when, or if, any realization of investments will occur, and thus, we cannot predict the timing or amounts of carried interest distributions to us. If we were to receive a carried interest distribution in a particular quarter, it may have a significant impact on our results for that particular quarter, which may not be replicated in subsequent quarters.

We are entitled to performance-based fees in respect of certain of our funds that are based on a percentage of unrealized profit, typically over a “high water-mark,” on an annual or more frequent basis. Typically, these performance-based fees are paid to us by our funds during the first quarter of each year which is subsequent to when they are earned, even though our funds may accrue a performance-based fee prior to the date it is paid.

As a result, achieving steady earnings growth on a quarterly basis may be difficult, which could in turn lead to large adverse movements or general increased volatility in the price of GCM Class A common stock.

The industry in which we operate is intensely competitive. If we are unable to compete successfully, our business and financial condition could be adversely affected.

The industry in which we operate is intensely competitive, with competition based on a variety of factors, including investment performance, the scope and the quality of service provided to clients, brand recognition, business reputation and price. Our business competes with a number of private equity funds, specialized investment funds, solutions providers and other sponsors managing pools of capital, as well as corporate buyers, traditional asset managers, commercial banks, investment banks and other financial institutions (including sovereign wealth funds), and we expect that competition will continue to increase. For example, certain traditional asset managers have developed their own private equity platforms and are marketing other asset allocation strategies as alternatives to hedge fund investments. Additionally, developments in financial technology, such as distributed ledger technology, commonly referred to as blockchain, have the potential to disrupt the financial industry and change the way financial institutions, as well as asset managers, do business. A number of factors serve to increase our competitive risks:

•        a number of our competitors have greater financial, technical, marketing and other resources and more personnel than we do;

•        some of our competitors have recently raised, or are expected to raise, significant amounts of capital, and many of them have investment objectives similar to ours, which may create additional competition for investment opportunities that our funds seek to exploit;

•        some of our funds may not perform as well as competitors’ funds or other available investment products;

•        several of our competitors have significant amounts of capital, and many of them have similar investment objectives to ours, which may create additional competition for investment opportunities and may reduce the size and duration of pricing inefficiencies that many alternative investment strategies seek to exploit;

•        some of our competitors may have a lower cost of capital, which may be exacerbated to the extent potential changes to the Code limit the deductibility of interest expense;

•        some of our competitors may have access to funding sources that are not available to us, which may create competitive disadvantages for us with respect to investment opportunities;

•        some of our competitors may be subject to less regulation and accordingly may have more flexibility to undertake and execute certain businesses or investments than we can and/or bear less compliance expense than we do;

•        some of our competitors may have more flexibility than us in raising certain types of investment funds under the investment management contracts they have negotiated with their investors;

•        some of our competitors may have better expertise or be regarded by investors as having better expertise in a specific asset class or geographic region than we do; and

•        other industry participants may, from time to time, seek to recruit our investment professionals and other employees away from us.

We may find it harder to retain and raise funds, and we may lose investment opportunities in the future, if we do not match the prices, structures and terms offered by our competitors. We may not be able to maintain our current fee structures as a result of industry pressure from investors to reduce fees. In order to maintain our desired fee structures in a competitive environment, we must be able to continue to provide clients with investment returns and service that incentivize them to pay our desired fee rates. We cannot assure you that we will succeed in providing investment returns and service that will allow us to maintain our desired fee structure. Fee reductions on existing or future new business could have a material adverse effect on our profit margins and results of operations.

A decline in the pace or size of fundraising or investments made by us on behalf of our funds may adversely affect our revenues.

Our revenues in any given period are dependent in part on the size of our FPAUM in such period. For our closed-ended funds, the revenues that we earn are driven in part by the amount of capital invested or committed for investment by our clients, our fundraising efforts and the pace at which we make investments on behalf of certain of our funds. A decline in the pace or the size of fundraising efforts or investments may reduce our revenues. The alternative asset investing environment continues to see increased competition, which can make fundraising and the deployment of capital more difficult. In addition, many other factors could cause a decline in the pace of investment, including the inability of our investment professionals to identify attractive investment opportunities, decreased availability of capital on attractive terms and our failure to consummate identified investment opportunities because of business, regulatory or legal complexities or uncertainty and adverse developments in the U.S. or global economy or financial markets. In addition, if we are unable to deploy capital at a pace that is sufficient to offset the pace of realizations that we return to our clients, our fee revenues could decrease.

The nature of closed-ended funds involves the perpetual return of capital to investors. This return of capital to investors in our funds reduces our FPAUM. Hence, we are perpetually seeking to raise investment commitments in order to replace the return of capital to clients from existing funds. Given the competitive nature of the alternative asset management business, following a return of capital to a client, we may lose them as a client as a result of client-specific changes such as a change in such client’s ownership, control or senior management, a client’s decision to transition to in-house asset management rather than partner with a third-party provider such as us, competition from other financial advisors and financial institutions and other causes. Moreover, a number of our contracts with state government-sponsored clients are secured through such government’s mandated procurement processes, which may include a broad and competitive bidding process for subsequent engagements. If multiple clients failed to renew their investment commitments with us and we were unable to secure new clients, our fee revenues would decline materially. Finally, we cannot assure you that we will be able to replace returned capital with investment commitments that generate the same revenues as the returned capital.

We could suffer losses if our reputation or the reputation of our industry is harmed.

Our business is highly competitive and we benefit from being highly regarded in our industry. Maintaining our reputation is critical to attracting and retaining fund investors and for maintaining our relationships with our regulators. Negative publicity regarding our company or our personnel could give rise to reputational risk which could significantly harm our existing business and business prospects.

In addition, events that damage the reputation of our industry generally, such as the insolvency or bankruptcy of large funds or a significant number of funds or highly publicized incidents of fraud or other scandals, could have a material adverse effect on our business, regardless of whether any of these events directly relate to our funds or the investments made by our funds.

We are subject to numerous conflicts of interest that are both inherent to our business and industry and particular to us. Our failure to deal appropriately with conflicts of interest could damage our reputation and have a material adverse effect on our business, financial condition and results of operations.

We currently provide or may in the future provide a broad spectrum of financial services, including investment advisory, broker-dealer, asset management, loan origination, capital markets, special purpose acquisition company sponsorship and idea generation. As we have expanded and as we continue to expand our business, we increasingly confront potential conflicts of interest relating to our funds’ investment activities. Investment manager conflicts of interest continue to be a significant area of focus for regulators and the media. Because of our size and the variety of investment strategies that we pursue for our funds, we may face a higher degree of scrutiny compared with investment managers that are smaller or focus on fewer asset classes.

The relationships among our funds and us are complex and dynamic, and our business may change over time. Therefore, we and our personnel will likely be subject, and our funds will likely be exposed, to new or additional conflicts of interest. In the ordinary course of business, and in particular in managing and making investment decisions for our funds, we engage in activities in which our interests or the interests of our funds may conflict with the interests of other funds and the investors in such funds. Such conflicts of interest could adversely affect one or more of our funds and/or the performance of our funds or returns to their investors.

Certain of our funds may have overlapping investment objectives, including funds that have different fee structures and/or investment strategies that are more narrowly focused, and potential conflicts may arise with respect to allocation of investment opportunities among those funds. We will, from time to time, be presented with investment opportunities that fall within the investment objectives of multiple funds. In such circumstances, we will seek to allocate such opportunities among our funds on a basis that we reasonably determine in good faith to be fair and equitable, and may take into account a variety of relevant factors in determining eligibility, including the investment team primarily responsible for sourcing or performing due diligence on the transaction, the nature of the investment focus of each fund, the relative amounts of capital available for investment, anticipated expenses to the applicable fund and/or to us with regard to investment by our various funds, the investment pacing and timing of our funds and other considerations deemed relevant by us. Allocating investment opportunities appropriately frequently involves significant and subjective judgments. The risk that fund investors could challenge allocation decisions as inconsistent with our obligations under applicable law, governing fund agreements or our own policies cannot be eliminated. In addition, the perception of non-compliance with such requirements or policies could harm our reputation with fund investors.

Our funds may invest in companies in which we or one or more or our other funds also invest, either directly or indirectly. Investments in a company by certain of our funds may be made prior to the investment by other funds, concurrently, including as part of the same financing plan or subsequent to the investments by such other funds. Any such investment by a fund may consist of securities or other instruments of a different class or type from those in which other of our funds are invested, and may entitle the holder of such securities and other instruments to greater control or to rights that otherwise differ from those to which such other funds are entitled. In connection with any such investments — including as they relate to acquisition, owning, and disposition of such investments — our funds may have conflicting interests and investment objectives, and any difference in the terms of the securities or other instruments held by such parties may raise additional conflicts of interest for our funds and us. Our failure to adequately mitigate these conflicts could give rise to regulatory and investor scrutiny.

In the ordinary course of our investment activities on behalf of our funds, we receive investment-related information. We do not generally establish information barriers between internal investment teams. To the extent permitted by law, investment professionals have access to and make use of such investment-related information in making investment decisions for our funds. Therefore, information related to investments made on behalf of a particular fund may inform investment decisions made in respect of another of our funds or otherwise be used and monetized by us. The access and use of this information may create conflicts between our funds and between our funds and us, and no fund, or any investor therein, is entitled to any compensation for any profits earned by another fund or us based on our use of investment-related information received in connection with managing such funds.

Certain persons employed by or otherwise associated with us are related to, or otherwise have business, personal, political, financial, or other relationships with, persons employed by or otherwise associated with service providers engaged for our funds, and third-party investment managers with whom we invest on behalf of our funds. These types of relationships may also influence us in deciding whether to select or recommend such a service provider to perform services for a particular fund or to make or redeem an investment on behalf of a fund.

Additionally, we permit employees, former employees and other parties associated with the firm to invest in or alongside our funds on a no-fee, no-carry basis. These arrangements may create a conflict in connection with investments we make on behalf of our funds. For example, we have an agreement with a retired founding partner that was originally entered into in 2005, in connection with the individual’s departure from our firm. While investments in and alongside our funds by the retired partner’s family office are subject to the same policies and procedures applicable to our current employees, such retired partner benefits from information he receives in respect of our funds and our funds’ investments and the right to invest on a no-fee and no-carry basis.

It is possible that actual, potential or perceived conflicts could give rise to investor dissatisfaction or litigation or regulatory enforcement actions. Appropriately dealing with conflicts of interest is complex and difficult and our reputation could be damaged if we fail, or appear to fail, to deal appropriately with one or more potential or actual conflicts of interest. Regulatory scrutiny of, or litigation in connection with, conflicts of interest could have a material adverse effect on our reputation, which could materially and adversely affect our business in a number of ways, including an inability to raise additional funds, attract new clients or retain existing clients.

Our funds may invest in companies in which we or one or more or our other funds also invest, either directly or indirectly. Investments in a company by certain of our funds may be made prior to the investment by other funds, concurrently, including as part of the same financing plan or subsequent to the investments by such other funds. Any

such investment by a fund may consist of securities or other instruments of a different class or type from those in which other of our funds are invested, and may entitle the holder of such securities or other instruments to greater control or to rights that otherwise differ from those to which such other funds are entitled. In connection with any such investments — including as they relate to acquisition, owning, and disposition of such investments — our funds may have conflicting interests and investment objectives, and any difference in the terms of the securities or other instruments held by such parties may raise additional conflicts of interest for our funds and us. Our failure to adequately mitigate these conflicts could give rise to regulatory and investor scrutiny.

In the ordinary course of our investment activities on behalf of our funds, we receive investment-related information. We do not generally establish information barriers between internal investment teams. To the extent permitted by law, investment professionals have access to and make use of such investment-related information in making investment decisions for our funds. Therefore, information related to investments made on behalf of a particular fund may inform investment decisions made in respect of another of our funds or otherwise be used and monetized by us. The access and use of this information may create conflicts between our funds and between our funds and us, and no fund, or any investor therein, is entitled to any compensation for any profits earned by another fund or us based on our use of investment-related information received in connection with managing such funds.

Certain persons employed by or otherwise associated with us are related to, or otherwise have business, personal, political, financial, or other relationships with, persons employed by or otherwise associated with service providers engaged for our funds, and third-party investment managers with whom we invest on behalf of our funds. These relationships may influence us in deciding whether to select or recommend such a service provider to perform services for a particular fund or to make or redeem an investment on behalf of a fund.

It is possible that actual, potential or perceived conflicts could give rise to investor dissatisfaction or litigation or regulatory enforcement actions. Appropriately dealing with conflicts of interest is complex and difficult and our reputation could be damaged if we fail, or appear to fail, to deal appropriately with one or more potential or actual conflicts of interest. Regulatory scrutiny of, or litigation in connection with, conflicts of interest could have a material adverse effect on our reputation, which could materially and adversely affect our business in a number of ways, including an inability to raise additional funds, attract new clients or retain existing clients.

Conflicts of interest may arise in our allocation of co-investment opportunities.

As a general matter, our allocation of co-investment opportunities is entirely within our discretion and there can be no assurance that co-investments of any particular type or amount will be allocated to any of our funds or investors. There can be no assurance that co-investments will become available and we will take into account a variety of factors and considerations we deem relevant in our sole discretion in allocating co-investment opportunities, including, without limitation, whether a potential co-investor has expressed an interest in evaluating co-investment opportunities, whether a potential co-investor has a history of participating in such opportunities with us, the size and interest of the opportunity, the economic terms applicable to such investment for such investor and us, whether allocating to a potential co-investor will help establish, recognize, strength and/or cultivate existing relationships with an existing or prospective investor and such other factors as we deem relevant under the circumstances. The allocation of co-investment opportunities by us sometimes involves a benefit to us including, without limitation, management fees, carried interest or incentive fees or allocations from a co-investment opportunity. In certain circumstances, we, our affiliates and our respective employees or any designee thereof and other companies, partnerships or vehicles affiliated with us may be permitted to be permitted to co-invest side-by-side with our funds and may consummate an investment in an investment opportunity otherwise suitable for a fund.

Potential conflicts will arise with respect to our decisions regarding how to allocate co-investment opportunities among our funds and investors and the terms of any such co-investments. Our fund documents typically do not mandate specific allocations with respect to co-investments. The investment advisers of our funds may have an incentive to provide co-investment opportunities to certain investors in lieu of others. Co-investment arrangements may be structured through one or more of our investment vehicles, and in such circumstances, co-investors will generally bear the costs and expenses thereof (which may lead to conflicts of interest regarding the allocation of costs and expenses between such coinvestors and investors in our other investment funds). The terms of any such existing and future co-investment vehicles may differ materially, and in some instances may be more favorable to us, than the terms of certain of our funds or prior co-investment vehicles, and such different terms may create an incentive for us to allocate a greater or lesser percentage of an investment opportunity to such funds or such co-investment vehicles, as the case may be. Such incentives will

from time to time give rise to conflicts of interest. Allocating investment opportunities appropriately frequently involves significant and subjective judgments. The risk that fund investors could challenge allocation decisions as inconsistent with our obligations under applicable law, governing fund agreements or our own policies cannot be eliminated. In addition, the perception of non-compliance with such requirements or policies could harm our reputation with fund investors.

Our entitlement to receive carried interest from many of our funds may create an incentive for us to make more speculative investments and determinations on behalf of a fund than would be the case in the absence of such arrangement.

We sometimes receive carried interest or other performance-based fees or allocations that may create an incentive for us to make more speculative investments and determinations, directly or indirectly on behalf of our funds, or otherwise take or refrain from taking certain actions than it would otherwise make in the absence of such carried interest or performance-based fees or allocations. In addition, we may have an incentive to make exit determinations based on factors that maximize economics in favor of us or our employees. Certain of our employees or related persons may receive a portion of our carried interest or performance-based fees or allocations with respect to one or more of our funds, which may similarly influence such employees’ or related persons’ judgments. In connection therewith, any clawback obligation may create an incentive for us to defer disposition of one or more investments if such disposition would result in a realized loss and/or the finalization of dissolution and liquidation of a fund where a clawback obligation would be owed. Our failure to appropriately deal with any actual, potential or perceived conflicts of interest resulting from our entitlement to receive carried interest from many of our funds could have a material adverse effect on our reputation, which could materially and adversely affect our business in a number of ways, including an inability to raise additional funds, attract new clients or retain existing clients.

Conflicts of interest may arise in our allocation of costs and expenses, and increased regulatory scrutiny and uncertainty with regard to expense allocation may increase the risk of harm.

We have a conflict of interest in determining whether certain costs and expenses are incurred in the course of operating our funds. For example, we have to determine whether the costs arising from newly imposed regulations and self-regulatory requirements should be paid by our funds or by us. Our funds generally pay or otherwise bear all legal, accounting, filing, and other expenses incurred in connection with organizing and establishing the funds and the offering of interests in the funds. In addition, our funds generally pay all expenses related to the operation of the funds and their investment activities. We also determine, in our sole discretion, the appropriate allocation of investment-related expenses, including broken deal expenses, incurred in respect of unconsummated investments and expenses more generally relating to a particular investment strategy, among our funds, vehicles and accounts participating or that would have participated in such investments or that otherwise participate in the relevant investment strategy, as applicable. This could result in one or more of our funds bearing more or less of these expenses than other investors or potential investors in the relevant investments or a fund paying a disproportionate share, including some or all, of the broken deal expenses or other expenses incurred by potential investors. Parties that seek to participate in a particular investment opportunity we offer on a co-investment basis may not share in any broken deal expenses in the event such opportunity is not consummated.

While we historically have and will continue to allocate the costs and expenses of our funds in a fair and equitable basis and in accordance with our policies and procedures, due to increased regulatory scrutiny of expense allocation policies in the private investment funds realm, there is no guarantee that our policies and procedures will not be challenged by our supervising regulatory bodies. If we or our supervising regulators were to determine that we have improperly allocated such expenses, we could be required to refund amounts to our funds and could be subject to regulatory censure, litigation from our clients and/or reputational harm, each of which could have a material adverse effect on our business, financial condition and results of operations.

Certain policies and procedures implemented to mitigate potential conflicts of interest and address certain regulatory requirements may reduce the synergies that may otherwise exist across our various businesses.

In an effort to mitigate potential conflicts of interest and address regulatory, legal and contractual requirements and contractual restrictions, we have implemented certain policies and procedures (for example, information sharing policies) that may reduce the positive synergies that would otherwise exist across our various businesses. For example, we may come into possession of material non-public information with respect to issuers in which we may be considering making an investment or issuers in which our affiliates may hold an interest. As a consequence of such policies and procedures,

we may be precluded from providing such information or other ideas to our other businesses that might be of benefit to them. Additionally, the terms of confidentiality or other agreements with or related to companies in which we have entered, either on our own behalf or on behalf of any of our clients, sometimes restrict or otherwise limit the ability of our funds to make investments or otherwise engage in businesses or activities competitive with such companies.

A significant portion of our combined financial statements include financial information, including net assets and revenues, that is attributable to noncontrolling interests holders and not attributable to us. As a result, the net assets and revenues presented in our financial statements may not represent our economic interests in those net assets and revenues.

While our historical combined financial statements include financial information, including assets and revenues of certain entities on a consolidated basis, such assets and revenues are attributable to the noncontrolling interest holders and not directly attributable to us as discussed in our combined financial statements included elsewhere in this proxy statement/prospectus.

Our international operations subject us to numerous risks.

We maintain operations in the United Kingdom, Hong Kong and Japan, among other places, and may grow our business into new regions with which we have less familiarity and experience, and this growth is important to our overall success. In addition, many of our clients are non-U.S. entities where we are expected to have a familiarity with the specific legal and regulatory requirements applicable to such clients. We rely upon stable and free international markets, not only in connection with seeking clients outside the U.S. but also in investing client capital in these markets.

Our international operations carry special financial and business risks, which could include the following:

•        greater difficulties in managing and staffing foreign operations;

•        differences between the U.S. and foreign capital markets, such as for accounting, auditing, financial reporting and legal standards, practices and disclosure requirements;

•        fluctuations in foreign currency exchange rates that could adversely affect our results;

•        additional costs of complying with, and exposure to liability under, foreign regulatory regimes;

•        unexpected changes in trading policies, regulatory requirements, tariffs and other barriers;

•        longer transaction cycles;

•        higher operating costs;

•        local labor conditions and regulations;

•        adverse consequences or restrictions on the repatriation of earnings;

•        potentially adverse tax consequences, such as trapped foreign losses;

•        less stable political and economic environments;

•        terrorism, political hostilities, war, public health crises and other civil disturbances or other catastrophic or pandemic events that reduce business activity;

•        cultural and language barriers and the need to adopt different business practices in different geographic areas; and

•        difficulty collecting fees and, if necessary, enforcing judgments.

As part of our day-to-day operations outside the United States, we are required to create compensation programs, employment policies, compliance policies and procedures and other administrative programs that comply with the laws of multiple countries. We also must communicate and monitor standards and directives across our global operations. Our failure to successfully manage and grow our geographically diverse operations could impair our ability to react quickly to changing business and market conditions and to enforce compliance with non-U.S. standards and procedures.

Any payment of distributions, loans or advances to and from our subsidiaries could be subject to restrictions on or taxation of dividends or repatriation of earnings under applicable local law, monetary transfer restrictions, foreign currency exchange regulations in the jurisdictions in which our subsidiaries operate or other restrictions imposed by current or future agreements, including debt instruments, to which our non-U.S. subsidiaries may be a party. Our business, financial condition and results of operations could be materially and adversely affected if we are unable to successfully manage these and other risks of international operations in a volatile environment. If our international business increases relative to our total business, these factors could have a more pronounced effect on our results of operations or growth prospects.

The U.K.’s withdrawal from the European Union could have a material adverse effect on our business, financial condition and results of operations.

In January 2020, the U.K. withdrew from the European Union (commonly referred to as “Brexit”), with a transition period currently expected to end in December 2020. It is currently uncertain whether the UK will be able to agree a trade deal with the EU that includes UK regulated firms’ ability to continue to passport their services into EU member states. In the event the UK does not secure such a trade deal or otherwise extend the transition period, the current transition period will end on December 31, 2020 (a “no-deal Brexit”). Until that deadline, despite the U.K. no longer being a member state of the EU, applicable EU rules and regulations will continue to apply in the UK. Our business may be adversely affected by Brexit due to, among other things, disruption of the free movement of goods, services, capital, and people between the U.K. and the EU as well as potential changes to the legal and regulatory environment in the region. Furthermore, as a result of Brexit, our subsidiaries that are authorized and regulated by the U.K. Financial Conduct Authority may no longer be able to avail themselves of passporting rights under certain EU directives (such as the AIFMD and MiFID II) to provide services and perform activities in the U.K. and other parts of Europe. This may have an adverse impact on our results including the cost of, risk to, manner of conducting, and location of, our European business and our ability to hire and retain key staff in Europe. This may also adversely impact the markets in which we operate; the funds we manage or advise; our clients and our ability to raise capital from them; and ultimately the returns that may be achieved. While we have taken measures designed to allow us to continue to conduct our business in both the U.K. and the EU, Brexit may increase our cost of conducting business, interfere with our ability to market our products and provide our services and generally make it more difficult for us to pursue our objectives in the region. In particular, it may be challenging for us to continue marketing EU-domiciled funds that are subject to AIFMD where we are not designated the alternative investment manager to such funds but are instead delegated portfolio management responsibility from a third-party firm.

Brexit could also lead to legal uncertainty and potentially divergent national laws and regulations as the U.K. determines which EU laws to replace or replicate. Compliance with any such new laws and regulations in the U.K. may be difficult and/or costly to implement and could adversely impact our ability to raise capital from investors in the U.K. and the EU, which could materially reduce our revenues, earnings and cash flow and adversely affect our financial prospects and condition.

Political parties in several other member states of the EU have similarly proposed that a referendum be held on their country’s membership in the EU. It is unclear whether any other member states of the EU will hold such referendums, but further disruption and legal uncertainty can be expected if there are.

Our business, financial condition and results of operations could be materially and adversely affected if we are unable to successfully manage these and other risks of international operations in a volatile environment. If our international business increases relative to our total business, these factors could have a more pronounced effect on our results of operations or growth prospects.

Our indebtedness may expose us to substantial risks.

As of June 30, 2020, we had $382.3 million in long-term debt outstanding. We expect to continue to utilize debt to finance our operations, which will expose us to the typical risks associated with the use of leverage. An increase in leverage could make it more difficult for us to withstand adverse economic conditions or business plan variances, to take advantage of new business opportunities, or to make necessary capital expenditures. Any portion of our cash flow required for debt service would not be available for our operations, distributions, dividends or other purposes. Any substantial decrease in net operating cash flows or any substantial increase in expenses could make it difficult for us to meet our debt service requirements or force us to modify our operations. Our level of indebtedness may make

us more vulnerable to economic downturns and reduce our flexibility in responding to changing business, regulatory and economic conditions, which could have a material adverse effect on our business, financial condition and results of operations.

We may be unable to remain in compliance with the financial or other covenants contained in our debt instruments.

Our debt instruments contain, and any future debt instruments may contain, financial and other covenants that impose requirements on us and limit our and our subsidiaries’ ability to engage in certain transactions or activities, such as:

•        making certain payments in respect of equity interests, including, among others, the payment of dividends and other distributions, redemptions and similar payments, payments in respect of warrants, options and other rights, and payments in respect of subordinated indebtedness;

•        incurring additional debt;

•        providing guarantees in respect of obligations of other persons;

•        making loans, advances and investments;

•        entering into transactions with investment funds and affiliates;

•        creating or incurring liens;

•        entering into negative pledges;

•        selling all or any part of the business, assets or property, or otherwise disposing of assets;

•        making acquisitions or consolidating or merging with other persons;

•        entering into sale-leaseback transactions;

•        changing the nature of our business;

•        changing our fiscal year;

•        making certain modifications to organizational documents or certain material contracts;

•        making certain modifications to certain other debt documents; and

•        entering into certain agreements with respect to the repayment of indebtedness, the making of loans or advances, or the transferring of assets.

There can be no assurance that we will be able to maintain leverage levels in compliance with the financial covenants included in our debt instruments. These restrictions may limit our flexibility in operating our business, and any failure to comply with these financial and other covenants, if not waived, would cause a default or event of default. Our obligations under our debt instruments are secured by substantially all of our assets. In the case of an event of default, creditors may exercise rights and remedies, including the rights and remedies of a secured party, under such agreements and applicable law, which could have a material adverse effect on our business, financial condition and results of operations.

The loss of experienced and senior personnel could have a material adverse effect on our business and financial condition.

While the success of our business is not tied to any particular person or group of “key persons,” the success of our business does depend on the efforts, judgment and reputations of our personnel generally, and in particular our experienced and senior personnel in investment, operational and executive functions. Our personnel’s reputation, expertise in investing and risk management, relationships with our clients and third parties on which our funds depend for investment opportunities are each critical elements in operating and expanding our business. However, we may not be successful in our efforts to retain our most valued employees, as the market for alternative asset management professionals is extremely competitive. The loss of one or more members of our senior team could harm our business

and jeopardize our relationships with our clients and members of the investing community. Accordingly, the retention of our personnel is crucial to our success. Nearly all of our managing directors and many of our executive directors are subject to long-term employment contracts that contain various incentives and restrictive covenants designed to retain these employees for the long-term success of our business, but none of them is obligated to remain actively involved with us. In addition, if any of our personnel were to join or form a competitor, following any required restrictive period set forth in their employment agreements, some of our clients could choose to invest with that competitor rather than in our funds. The loss of the services of one or more members of our senior team could have a material adverse effect on our business, financial condition and results of operations, including on the performance of our funds, our ability to retain and attract clients and highly qualified employees and our ability to raise new funds. Any change to our senior management team could have a material adverse effect on our business, financial condition and results of operations.

We do not carry any “key person” insurance that would provide us with proceeds in the event of the death or disability of any of our personnel. In addition, certain of our funds have key person provisions that are triggered upon the loss of services of one or more specified employees and could, upon the occurrence of such event, provide the investors in these funds with certain rights such as rights providing for the termination or suspension of the funds’ investment periods and/or wind-down of the funds. Accordingly, the loss of such personnel could result in significant disruption of certain funds’ investment activities, which could have a material adverse impact on our business, financial condition and results of operations, and could harm our ability to maintain or grow our assets under management in existing funds or raise additional funds in the future. Similarly, to the extent there is a perceived reliance in the market that one or more of our employees is critical to the success of a particular investment strategy, the loss of one or more such employees could lead investors to redeem from our funds or choose not to make further investments in existing or future funds that we manage, which would correspondingly reduce our management fees and potential to earn incentive fees.

We intend to expand our business and may enter into new lines of business or geographic markets, which may result in additional risks and uncertainties in our business.

We currently generate substantially all of our revenues from management fees and incentive fees. However, we intend to grow our business by offering additional products and services, by entering into new lines of business and by entering into, or expanding our presence in, new geographic markets. Introducing new types of investment structures, products and services could increase our operational costs and the complexities involved in managing such investments, including with respect to ensuring compliance with regulatory requirements and the terms of the investment. For example, we have recently launched certain funds that seek to capitalize on investment opportunities associated with projects undertaken by organized labor and investment opportunities accessed by investing with minority-owned investment firms, which in each case may be subject to greater levels of regulatory scrutiny. Also, we intend to serve as sponsor to one or more special purpose acquisition companies. To the extent we enter into new lines of business, we will face numerous risks and uncertainties, including risks associated with the possibility that we have insufficient expertise to engage in such activities profitably or without incurring inappropriate amounts of risk, the required investment of capital and other resources and the loss of clients due to the perception that we are no longer focusing on our core business. In addition, we may from time to time explore opportunities to grow our business via acquisitions, partnerships, investments or other strategic transactions. There can be no assurance that we will successfully identify, negotiate or complete such transactions, that any completed transactions will produce favorable financial results or that we will be able to successfully integrate an acquired business with ours.

Entry into certain lines of business or geographic markets or the introduction of new types of products or services may subject us to new laws and regulations with which we are not familiar, or from which we are currently exempt, and may lead to increased litigation and regulatory risk. If a new business generates insufficient revenues or if we are unable to efficiently manage our expanded operations, our business, financial condition and results of operations could be materially and adversely affected.

Restrictions on our ability to collect and analyze data regarding our clients’ investments could adversely affect our business.

We maintain detailed information regarding investments that we monitor and report on for our funds. We rely on our database of investment information to provide regular reports to our clients, to research developments and trends in the markets and to support our investment processes. We depend on the continuation of our relationships with the investment managers of the underlying funds and investments in order to maintain current data on these investments

and market activity. The termination of such relationships or the imposition of restrictions on our ability to use the investment-related information we obtain in connection with our investing, monitoring and reporting services could adversely affect our business, financial condition and results of operations.

Operational risks and data security breaches may disrupt our business, damage our reputation, result in financial losses or limit our growth.

We rely heavily on our financial, accounting, compliance, monitoring, reporting and other data processing systems. If any of these systems, or the systems of third-party service providers we utilize, do not operate properly or are disabled or fail, including the loss of data, whether caused by fire, other natural disaster, power or telecommunications failure, computer viruses, malicious actors, acts of terrorism or war or otherwise, we could suffer a disruption of our business, financial loss, liability to clients, regulatory intervention or reputational damage, which could have a material and adverse effect on our business, financial condition and results of operations.

In addition, we are dependent on the effectiveness of our information security policies, procedures and capabilities designed to protect our computer, network and telecommunications systems and the data such systems contain or transmit. Attacks on our information technology infrastructure could enable the attackers to gain access to and steal our proprietary information, destroy data or disable, degrade or sabotage our systems or divert or otherwise steal funds. Attacks could range from those common to businesses generally to those that are more advanced and persistent, which may target us because members of our senior management team may have public profiles or because, as an alternative asset management firm, we hold a significant amount of confidential and sensitive information about our clients and potential investments.

Although we take protective measures and endeavor to modify them as circumstances warrant, our computer systems, software and networks may be vulnerable to unauthorized access, theft, misuse, computer viruses or other malicious code, and other events that could have a security impact. We and our employees have been and expect to continue to be the target of “phishing” attacks, and the subject of impersonations and fraudulent requests for money, and other forms of activities. The costs related to cyber or other security threats or disruptions may not be fully insured or indemnified by other means. In addition, cybersecurity has become a top priority for regulators around the world. Many jurisdictions in which we operate have laws and regulations relating to data privacy, cybersecurity and protection of personal information, including the General Data Protection Regulation (“GDPR”) in the EU. Some jurisdictions have also enacted laws requiring companies to notify individuals of data security breaches involving certain types of personal data. Breaches in security could potentially jeopardize our, our employees’ or our clients’ or counterparties’ confidential, proprietary and other information processed and stored in, and transmitted through, our computer systems and networks, or otherwise cause interruptions or malfunctions in our, our employees’, our clients’, our counterparties’ or third parties’ operations, which could result in material financial losses, increased costs, disruption of our business, liability to clients and other counterparties, regulatory intervention or reputational damage, which, in turn, could cause a decline in our earnings and/or stock price. Furthermore, if we experience a cybersecurity incident, it could result in regulatory investigations and material penalties, which could lead to negative publicity and may cause our clients to lose confidence in the effectiveness of our security measures. In addition, insurance and other safeguards might only partially reimburse us for our losses, if at all.

Rapidly developing and changing privacy laws and regulations could increase compliance costs and subject us to enforcement risks and reputational damage.

We are subject to various risks and costs associated with the collection, processing, storage and transmission of personal data and other sensitive and confidential information. Personal data is information that can be used to identify a natural person, including names, photos, email addresses, or computer IP addresses. This data is wide ranging and relates to our clients, employees, counterparties and other third parties. Our compliance obligations include those relating to state laws, such as the California Consumer Privacy Act (“CCPA”), which provides for enhanced privacy protections for California residents, a private right of action for data breaches and statutory fines and damages for data breaches or other CCPA violations, as well as well as a requirement of “reasonable” cybersecurity. We are also required to comply with foreign data collection and privacy laws in various non-U.S. jurisdictions in which we have offices or conduct business, including the GDPR, which applies to all organizations processing or holding personal data of EU data subjects (regardless of the organization’s location) as well as to organizations outside the EU that offer goods or services in the EU, or that monitor the behavior of EU data subjects. Compliance with the GDPR requires us to analyze

and evaluate how we handle data in the ordinary course of business, from processes to technology. EU data subjects need to be given full disclosure about how their personal data will be used and stored. In that connection, consent must be explicit and companies must be in a position to delete information from their global systems permanently if consent were withdrawn. Financial regulators and data protection authorities throughout the EU have broad audit and investigatory powers under the GDPR to probe how personal data is being used and processed. In addition, some countries and states are considering or have passed legislation implementing data protection requirements or requiring local storage and processing of data or similar requirements that could increase the cost and complexity of delivering our services. There are currently a number of proposals pending before federal, state, and foreign legislative and regulatory bodies.

While we have taken various measures to help ensure that our policies, processes and systems are in compliance with our obligations, any inability, or perceived inability, to adequately address privacy concerns, or comply with applicable laws or other legal obligations, even if unfounded, could result in significant regulatory and third-party liability, increased costs, disruption of our business and operations, and a loss of client confidence and other reputational damage. Furthermore, as new privacy-related laws and regulations are implemented, the time and resources needed for us to seek compliance with such laws and regulations continues to increase.

Extensive government regulation, compliance failures and changes in law or regulation could adversely affect us.

Our business activities are subject to extensive and evolving laws, rules and regulations. Any changes or potential changes in the regulatory framework applicable to our business may impose additional expenses or capital requirements on us, limit our fundraising activities, have an adverse effect on our business, financial condition, results of operations, reputation or prospects, impair employee retention or recruitment and require substantial attention by senior management. It is impossible to determine the extent of the impact of any new laws, regulations, initiatives or regulatory guidance that may be proposed or may become law on our business or the markets in which we operate.

Governmental authorities around the world have implemented or are implementing financial system and participant regulatory reform in reaction to volatility and disruption in the global financial markets, financial institution failures and financial frauds. Such reform includes, among other things, additional regulation of investment funds, as well as their managers and activities, including compliance, risk management and anti-money laundering procedures; restrictions on specific types of investments and the provision and use of leverage; implementation of capital requirements; limitations on compensation to managers; and books and records, reporting and disclosure requirements. We cannot predict with certainty the impact on us, our funds, or on alternative investment funds generally, of any such reforms. Any of these regulatory reform measures could have an adverse effect on our funds’ investment strategies or our business model. We may incur significant expense in order to comply with such reform measures and may incur significant liabilities if regulatory authorities determine that we are not in compliance.

We could also be adversely affected by changes in applicable tax laws, regulations, or administrative interpretations thereof. For example, the U.S. federal tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”), enacted in December 2017, resulted in fundamental changes to the Code, including, among many other things, a reduction to the federal corporate income tax rate, a partial limitation on the deductibility of business interest expense, a limitation on the deductibility of certain director and officer compensation expense, limitations on net operating loss carrybacks and carryovers and changes relating to the scope and timing of U.S. taxation on earnings from international business operations. Subsequent legislation, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) enacted on March 27, 2020, relaxed certain of the limitations imposed by the Tax Act for certain taxable years, including the limitation on the use and carryback of net operating losses and the limitation on the deductibility of business interest expense. The exact impact of the Tax Act and the CARES Act for future years is difficult to quantify, but these changes could materially affect our investors, the companies in which our funds invest, or us. In addition, other changes could be enacted in the future to increase the corporate tax rate, limit further the deductibility of interest, subject carried interests to more onerous taxation or effect other changes that could have a material adverse effect on our business, results of operations and financial condition. Such changes could also include increases in state taxes and other changes to state tax laws to replenish state and local government finances depleted by costs attributable to the COVID-19 pandemic and the reduction in tax revenues due to the accompanying economic downturn.

In addition, our effective tax rate and tax liability are based on the application of current income tax laws, regulations and treaties. These laws, regulations and treaties are complex, and the manner which they apply to us and our funds and diverse set of business arrangements is often open to interpretation. Significant management judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities and any valuation

allowance recorded against our net deferred tax assets. The tax authorities could challenge our interpretation of laws, regulations and treaties, resulting in additional tax liability or adjustment to our income tax provision that could increase our effective tax rate. Changes to tax laws may also adversely affect our ability to attract and retain key personnel.

Our business is subject to regulation in the United States, including by the SEC, the Commodity Futures Trading Commission (the “CFTC”), the Internal Revenue Service (the “IRS”), the Financial Industry Regulatory Authority, Inc. (“FINRA”) and other regulatory agencies. Any change in such regulation or oversight could have a material adverse effect on our business, financial condition and results of operations. In addition, we regularly rely on exemptions from various requirements of these and other applicable laws. These exemptions are sometimes highly complex and may in certain circumstances depend on compliance by third parties whom we do not control. If, for any reason, these exemptions were to be revoked or challenged or otherwise become unavailable to us, we could be subject to regulatory action or third-party claims, and our business, financial condition and results of operations could be materially and adversely affected. Our failure to comply with applicable laws or regulations could result in fines, suspensions of personnel or other sanctions, including revocation of our registration as an investment adviser or the registration of our broker-dealer subsidiary. Even if a sanction imposed against us or our personnel is small in monetary amount, the adverse publicity arising from the imposition of sanctions against us by regulators could harm our reputation and cause us to lose existing clients or fail to gain new clients.

In the wake of highly publicized financial scandals, investors exhibited concerns over the integrity of the U.S. financial markets, and the regulatory environment in which we operate is subject to further regulation in addition to those rules already promulgated. For example, there are a significant number of regulations that affect our business under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”). The SEC in particular continues to increase its regulation of the asset management and private equity industries, focusing on the private equity industry’s fees, allocation of expenses to funds, marketing practices, allocation of fund investment opportunities, disclosures to fund investors, the allocation of broken-deal expenses and general conflicts of interest disclosures. The SEC has also heightened its focus on the valuation practices employed by investment advisers. The lack of readily ascertainable market prices for many of the investments made by our funds or the funds in which we invest could subject our valuation policies and processes to increased scrutiny by the SEC. We may be adversely affected as a result of new or revised legislation or regulations imposed by the SEC, other U.S. or foreign governmental regulatory authorities or self-regulatory organizations that supervise the financial markets. Brexit may result in our being subject to new and increased regulations if we can no longer rely on passporting privileges that allow U.K. financial institutions to access the EU single market without restrictions. We also may be adversely affected by changes in the interpretation or enforcement of existing laws and rules by these governmental authorities and self-regulatory organizations.

We are subject to the fiduciary responsibility provisions of the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and the prohibited transaction provisions of ERISA and Section 4975 of the Code in connection with the management of certain of our funds. With respect to these funds, this means that (1) the application of the fiduciary responsibility standards of ERISA to investments made by such funds, including the requirement of investment prudence and diversification, and (2) certain transactions that we enter into, or may have entered into, on behalf of these funds, in the ordinary course of business, are subject to the prohibited transactions rules under Section 406 of ERISA and Section 4975 of the Code. A non-exempt prohibited transaction, in addition to imposing potential liability upon fiduciaries of an ERISA plan, may also result in the imposition of an excise tax under the Code upon a “party in interest” (as defined in ERISA), or “disqualified person” (as defined in the Code), with whom we engaged in the transaction. In addition, a court could find that our funds that invest directly in operating companies have formed a partnership-in-fact conducting a trade or business with such operating companies and would therefore be jointly and severally liable for these companies’ unfunded pension liabilities.

Some of the other funds currently rely on an exception under the ERISA plan asset regulations promulgated by the Department of Labor (as modified by Section 3(42) of ERISA) (the “Plan Asset Regulations”), and therefore are not subject to the fiduciary responsibility requirements of ERISA or the prohibited transaction requirements of ERISA and Section 4975 of the Code. However, if these funds fail to satisfy an exception under the Plan Asset Regulations, such failure could materially interfere with our activities in relation to these funds and expose us to risks related to our failure to comply with such provisions of ERISA and the Code.

In addition, we are registered as an investment adviser with the SEC and are subject to the requirements and regulations of the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Such requirements relate to, among other things, restrictions on entering into transactions with clients, maintaining an effective compliance program, incentive fees, solicitation arrangements, allocation of investments, recordkeeping and reporting requirements, disclosure requirements, limitations on agency cross and principal transactions between an adviser and their advisory clients, as well as general anti-fraud prohibitions. As a registered investment adviser, we have fiduciary duties to our clients. Similarly, we are registered as a broker-dealer with the SEC and are a member of FINRA. As such, we are also subject to the requirements and regulations of the Exchange Act and FINRA rules. A failure to comply with the obligations imposed by the Advisers Act, the Exchange Act or FINRA rules, including recordkeeping, advertising and operating requirements, disclosure obligations and prohibitions on fraudulent activities, could result in examinations, investigations, sanctions and reputational damage, and could have a material adverse effect on our business, financial condition and results of operations.

The Foreign Investment Risk Review Modernization Act significantly increased the types of transactions that are subject to the jurisdiction of the Committee on Foreign Investment in the United States (“CFIUS”). Under the final regulations of the reform legislation, which became effective on February 13, 2020, CFIUS has the authority to review and potentially recommend that the President of the United States block or impose conditions on non-controlling investments in critical infrastructure and critical technology companies and in companies collecting or storing sensitive data of U.S. citizens, which may reduce the number of potential buyers and limit the ability of our funds to realize value from certain existing and future investments.

In the EU, MiFID II requires, among other things, all MiFID investment firms to comply with prescriptive disclosure, transparency, reporting and recordkeeping obligations and obligations in relation to the receipt of investment research, best execution, product governance and marketing communications. As we operate investment firms which are subject to MiFID II, we have implemented policies and procedures to comply with MiFID II where relevant, including where certain rules have an extraterritorial impact on us. Compliance with MiFID II has resulted in greater overall complexity, higher compliance, administration and operational costs, and less overall flexibility. The complexity, operational costs and reduction in flexibility may be further compounded as a result of Brexit. This is because the UK is both: (i) no longer generally required to transpose EU law in to UK law; and (ii) electing to transpose certain EU legislation into UK law subject to various amendments and subject to the FCA’s oversight rather than that of EU regulators. Taken together, (i) and (ii) could result in divergence between the UK and EU regulatory frameworks.

In addition, across the EU, we are subject to the AIFMD, under which we are subject to regulatory requirements regarding, among other things, registration for marketing activities, the structure of remuneration for certain of our personnel and reporting obligations. Individual member states of the EU have imposed additional requirements that may include internal arrangements with respect to risk management, liquidity risks, asset valuations, and the establishment and security of depository and custodial requirements. Because some EEA countries have not yet incorporated the AIFMD into their agreement with the EU, we may undertake marketing activities and provide services in those EEA countries only in compliance with applicable local laws. Outside the EEA, the regulations to which we are subject relate primarily to registration and reporting obligations. As described above, Brexit and the potential resulting divergence between the UK and EU regulatory frameworks may result in additional complexity and costs in complying with AIFMD across both the UK and EU.

The EU Securitization Regulation (the “Securitization Regulation”), which became effective on January 1, 2019, imposes due diligence and risk retention requirements on “institutional investors,” which includes managers of alternative investment funds assets, and constrains the ability of alternative investment funds to invest in securitization positions that do not comply with the prescribed risk retention requirements. The Securitization Regulation may impact or limit our funds’ ability to make certain investments that constitute “securitizations” and may impose additional reporting obligations on securitizations, which may increase the costs of managing such vehicles.

A new EU Regulation on the prudential requirements of investment firms (Regulation (EU) 2019/2033) and its accompanying Directive (Directive (EU) 2019/2034) (together, “IFR/IFD”) have now been finalized and are expected to take effect on June 26, 2021. IFR/IFD will introduce a bespoke prudential regime for most MiFID investment firms to replace the one that currently applies under the fourth Capital Requirements Directive and the Capital Requirements Regulation. IFR/IFD represents a complete overhaul of “prudential” regulation in the EU. As the application dates for IFR/IFD fall outside the end of the Brexit transition period, the UK is not required to

implement the legislation and will instead establish a new Investment Firms Prudential Regime which is intended to achieve similar outcomes to IFD/IFR. There is a risk that the new regime will result in higher regulatory capital requirements for affected firms and new, more onerous remuneration rules, as well as re-cut and extended internal governance, disclosure, reporting, liquidity, and group “prudential” consolidation requirements (among other things), each of which could have a material impact on our European operations, although there are transitional provisions allowing firms to increase their capital to the necessary level over three to five years.

It is expected that additional laws and regulations will come into force in the EEA, the EU, the UK and other countries in which we operate over the coming years. These laws and regulations may affect our costs and manner of conducting business in one or more markets, the risks of doing business, the assets that we manage or advise, and our ability to raise capital from investors. Any failure by us to comply with either existing or new laws or regulations could have a material adverse effect on our business, financial condition and results of operations.

Federal, state and foreign anti-corruption and sanctions laws create the potential for significant liabilities and penalties and reputational harm.

We are also subject to a number of laws and regulations governing payments and contributions to political persons or other third parties, including restrictions imposed by the Foreign Corrupt Practices Act (“FCPA”) as well as trade sanctions and export control laws administered by the Office of Foreign Assets Control (“OFAC”), the U.S. Department of Commerce and the U.S. Department of State. The FCPA is intended to prohibit bribery of foreign governments and their officials and political parties, and requires public companies in the United States to keep books and records that accurately and fairly reflect those companies’ transactions. OFAC, the U.S. Department of Commerce and the U.S. Department of State administer and enforce various export control laws and regulations, including economic and trade sanctions based on U.S. foreign policy and national security goals against targeted foreign states, organizations and individuals. These laws and regulations relate to a number of aspects of our business, including servicing existing fund investors, finding new fund investors, and sourcing new investments, as well as activities by the portfolio companies in our investment portfolio or other controlled investments.

Similar laws in non-U.S. jurisdictions, such as EU sanctions or the U.K. Bribery Act, as well as other applicable anti-bribery, anti-corruption, anti-money laundering, or sanction or other export control laws in the U.S. and abroad, may also impose stricter or more onerous requirements than the FCPA, OFAC, the U.S. Department of Commerce and the U.S. Department of State, and implementing them may disrupt our business or cause us to incur significantly more costs to comply with those laws. Different laws may also contain conflicting provisions, making compliance with all laws more difficult. If we fail to comply with these laws and regulations, we could be exposed to claims for damages, civil or criminal financial penalties, reputational harm, incarceration of our employees, restrictions on our operations and other liabilities, which could materially and adversely affect our business, results of operations and financial condition. In addition, we may be subject to successor liability for FCPA violations or other acts of bribery, or violations of applicable sanctions or other export control laws committed by companies in which we or our funds invest or which we or our funds acquire. While we have developed and implemented policies and procedures designed to ensure strict compliance by us and our personnel with the FCPA and other anti-corruption, sanctions and export control laws in jurisdictions in which we operate, such policies and procedures may not be effective in all instances to prevent violations. Any determination that we have violated the FCPA or other applicable anti-corruption, sanctions or export control laws could subject us to, among other things, civil and criminal penalties, material fines, profit disgorgement, injunctions on future conduct, securities litigation and a general loss of investor confidence, any one of which could adversely affect our business, financial condition and results of operations.

Misconduct by our employees, advisors or third-party service providers could harm us by impairing our ability to attract and retain clients and subjecting us to significant legal liability and reputational harm.

There is a risk that our employees, advisors or third-party service providers could engage in misconduct that adversely affects our business. We are subject to a number of obligations and standards arising from our business and our discretionary authority over the assets we manage. The violation of these obligations and standards by any of our employees, advisors or third-party service providers would adversely affect our clients and us. Our business often requires that we deal with confidential matters of great significance to companies and funds in which we may invest for our clients. If our employees, advisors or third-party service providers were to engage in fraudulent activity, violate regulatory standards or improperly use or disclose confidential information, we could be subject to legal or regulatory action and suffer serious harm to our reputation, financial position and current and future business relationships. It is

not always possible to detect or deter misconduct, and the extensive precautions we take that seek to detect and prevent undesirable activity may not be effective in all cases. If one of our employees, advisors or third-party service providers were to engage in misconduct or were to be accused of misconduct, our reputation and our business, financial condition and results of operations could be materially and adversely affected.

We may face damage to our professional reputation and legal liability if our services are not regarded as satisfactory or for other reasons.

As a financial services firm, we depend to a large extent on our relationships with our clients and our reputation for integrity and high-caliber professional services to attract and retain clients. As a result, if a client is not satisfied with our services, such dissatisfaction may be more damaging to our business than to other types of businesses.

In recent years, the volume of claims and amount of damages claimed in litigation and regulatory proceedings against financial advisors has been increasing. Our asset management and advisory activities may subject us to the risk of significant legal liabilities to our clients and third parties, including our clients’ stockholders or beneficiaries, under securities or other laws and regulations for materially false or misleading statements made in connection with securities and other transactions. We make investment decisions on behalf of our clients that could result in substantial losses. Any such losses also may subject us to the risk of legal and regulatory liabilities or actions alleging negligent misconduct, breach of fiduciary duty or breach of contract. These risks often may be difficult to assess or quantify and their existence and magnitude often remain unknown for substantial periods of time. We may incur significant legal expenses in defending litigation. In addition, negative publicity and press speculation about us, our investment activities or the private markets in general, whether or not based in truth, or litigation or regulatory action against us or any third-party managers recommended by us or involving us may tarnish our reputation and harm our ability to attract and retain clients. Substantial legal or regulatory liability could have a material adverse effect on our business, financial condition and results of operations or cause significant reputational harm to us, which could seriously harm our business.

Our inability to obtain adequate insurance could subject us to additional risk of loss or additional expenses.

We may not be able to obtain or maintain sufficient insurance on commercially reasonable terms or with adequate coverage levels against potential liabilities we may face, which could have a material adverse effect on our business. We may face a risk of loss from a variety of claims, including those related to contracts, fraud, compliance with laws and various other issues, whether or not such claims are valid. Insurance and other safeguards might only partially reimburse us for our losses, if at all, and if a claim is successful and exceeds or is not covered by our insurance policies, we may be required to pay a substantial amount in respect of such successful claim. Certain losses of a catastrophic nature, such as public health crises, wars, earthquakes, typhoons, terrorist attacks or other similar events, may be uninsurable or may only be insurable at rates that are so high that maintaining coverage would cause an adverse impact on our business, in which case we may choose not to maintain such coverage.

Risks Related to Our Funds

Difficult market, geopolitical and economic conditions can adversely affect our business in many ways, including by reducing the value or performance of the investments made by our funds, reducing the number of high-quality investment managers with whom we may invest, and reducing the ability of our funds to raise or deploy capital, each of which could materially reduce our revenues, earnings and cash flow and materially and adversely affect our business, financial condition and results of operations.

Our business can be materially affected by difficult financial market and economic conditions and events throughout the world that are outside our control, including rising interest rates, inflation, the availability of credit, changes in laws, trade barriers, commodity prices, currency exchange rates, public health crises, terrorism or political uncertainty. These factors may affect the level and volatility of securities prices and the liquidity and value of investments, and we may not be able to or may choose not to manage our exposure to them. The global financial markets are currently experiencing volatility and disruption due to the COVID-19 pandemic, and investments in many industries have experienced significant volatility over the last several years.

Our funds may be affected by reduced opportunities to exit and realize value from their investments and by the fact that they may not be able to find suitable investments in which to effectively deploy capital. During periods of difficult market conditions or slowdowns in a particular sector, companies in which our funds invest may experience decreased revenues, financial losses, difficulty in obtaining access to financing and increased funding costs. During

such periods, these companies may also have difficulty in expanding their businesses and operations and be unable to meet their debt service obligations or other expenses as they become due. In addition, during periods of adverse economic conditions, our funds may have difficulty accessing financial markets, which could make it more difficult or impossible for them to obtain funding for additional investments and harm their assets under management and results of operations. A general market downturn, or a specific market dislocation, may result in lower investment returns for our funds, which would adversely affect our revenues. Furthermore, such conditions could also increase the risk of default with respect to investments held by our funds that have significant debt investments.

In addition, our ability to find high-quality investment managers with whom we may invest could become exacerbated in deteriorating or difficult market environments. Any such occurrence could delay our ability to invest capital, lead to lower returns on invested capital and have a material adverse effect on our business, financial condition and results of operations.

Market deterioration could cause us, our funds or the investments made by our funds to experience tightening of liquidity, reduced earnings and cash flow, and impairment charges, as well as challenges in raising and deploying capital, obtaining investment financing and making investments on attractive terms. These market conditions can also have an impact on our ability and the ability of our funds and the investments made by our funds to liquidate positions in a timely and efficient manner.

Our business could generate lower revenues in a general economic downturn or a tightening of global credit markets. A general economic downturn or tightening of global credit markets may result in reduced opportunities to find suitable investments and make it more difficult for us, or for the funds in which we and our clients invest, to exit and realize value from existing investments, potentially resulting in a decline in the value of the investments held in our clients’ portfolios, leading to a decrease in incentive fee revenue. Any reduction in the market value of the assets we manage will not likely be reported until one or more quarters after the end of the applicable performance period due to an inherent lag in the valuation process of private markets investments. This can result in a mismatch between stated valuation and current market conditions and can lead to delayed revelations of changes in performance and, therefore, delayed effects on our clients’ portfolios. If our clients reduce their commitments to make investments in private markets in favor of investments they perceive as offering greater opportunity or lower risk, our revenues or earnings could decline as a result of lower fees being paid to us. Further, if, due to the lag in reporting, their decision to do so is made after the initial effects of a market downturn are felt by the rest of the economy, the adverse effect we experience as a result of that decision could likewise adversely affect our business, financial condition and results of operations on a delayed basis.

Our profitability may also be adversely affected by our fixed costs and the possibility that we would be unable to scale back other costs within a time frame sufficient to match any decreases in revenues relating to changes in market and economic conditions. If our revenues decline without a commensurate reduction in our expenses, our earnings will be reduced. Accordingly, difficult market conditions could have a material adverse effect on our business, financial condition and results of operations.

If the investments we make on behalf of our funds perform poorly, we may suffer a decline in our revenues and earnings, and our ability to raise capital for future funds may be materially and adversely affected.

Our revenues are derived from fees earned for our management of our funds, incentive fees, or carried interest, with respect to certain of our funds, and monitoring and reporting fees. In the event that our funds perform poorly, our revenues and earnings derived from incentive fees and carried interest will decline, and it will be more difficult for us to raise capital for new funds or gain new clients in the future. In addition, if carried interest that was previously distributed to us exceeds the amounts to which we are ultimately entitled, we may be required to repay that amount under a “clawback” obligation. If we are unable to repay the amount of the clawback, we would be subject to liability for a breach of our contractual obligations. If we are unable to raise or are required to repay capital, our business, financial condition and results of operations would be materially and adversely affected.

The historical performance of our funds should not be considered indicative of the future performance of these funds or of any future funds we may raise, in part because:

•        market conditions and investment opportunities during previous periods may have been significantly more favorable for generating positive performance than those we may experience in the future;

•        the performance of our funds that distribute carried interest is generally calculated on the basis of the net asset value of the funds’ investments, including unrealized gains, which may never be realized and therefore never generate carried interest;

•        our historical returns derive largely from the performance of our earlier funds, whereas future fund returns will depend increasingly on the performance of our newer funds or funds not yet formed;

•        our newly established closed-ended funds may generate lower returns during the period that they initially deploy their capital;

•        competition continues to increase for investment opportunities, which may reduce our returns in the future;

•        the performance of particular funds also will be affected by risks of the industries and businesses in which they invest; and

•        we may create new funds that reflect a different asset mix and new investment strategies, as well as a varied geographic and industry exposure, compared to our historical funds, and any such new funds could have different returns from our previous funds.

The success of our business depends on the identification and availability of suitable investment opportunities for our clients.

Our success largely depends on the identification and availability of suitable investment opportunities for our clients, and in particular the success of underlying funds in which our funds invest. The availability of investment opportunities will be subject to market conditions and other factors outside of our control and the control of the investment managers with which we invest for our funds. Past returns of our funds have benefited from investment opportunities and general market conditions that may not continue or reoccur, including favorable borrowing conditions in the debt markets, and there can be no assurance that our funds or the underlying funds in which we invest for our funds will be able to avail themselves of comparable opportunities and conditions. There can also be no assurance that the underlying funds we select will be able to identify sufficient attractive investment opportunities to meet their investment objectives.

Competition for access to investment funds and other investments we make for our clients is intense.

We seek to maintain excellent relationships with investment managers of investment funds, including those in which we have previously made investments for our clients and those in which we may in the future invest, as well as sponsors of investments that might provide co-investment opportunities in portfolio companies alongside the sponsoring fund manager. However, because of the number of investors seeking to gain access to investment funds and co-investment opportunities managed or sponsored by the top performing fund managers, there can be no assurance that we will be able to secure the opportunity to invest on behalf of our clients in all or a substantial portion of the investments we select, or that the size of the investment opportunities available to us will be as large as we would desire. Access to secondary investment opportunities is also highly competitive and is often controlled by a limited number of general partners, fund managers and intermediaries.

The due diligence process that we undertake in connection with investments may not reveal all facts that may be relevant in connection with an investment.

Before investing the assets of our funds, we conduct due diligence that we deem reasonable and appropriate based on the facts and circumstances applicable to each investment. When conducting due diligence, we may be required to evaluate important and complex business, financial, tax, accounting, technological, environmental, social, governance and legal and regulatory issues. Outside consultants, legal advisors and accountants may be involved in the due diligence process in varying degrees depending on the type of investment and the parties involved. Nevertheless, when conducting due diligence and making an assessment regarding an investment, we rely on the resources available to us, including information provided by the target of the investment and, in some circumstances, third-party investigations, and such an investigation will not necessarily result in the investment ultimately being successful. Moreover, the due diligence investigation that we will carry out with respect to any investment opportunity may not reveal or highlight all relevant facts or risks that are necessary or helpful in evaluating such investment opportunity. For example, instances of bribery, fraud, accounting irregularities and other improper, illegal or corrupt practices can be difficult to detect and may be more widespread in certain jurisdictions.

In addition, a substantial portion of our funds invest in underlying funds, and therefore we are dependent on the due diligence investigation of the underlying investment manager of such funds. We have little or no control over their due diligence process, and any shortcomings in their due diligence could be reflected in the performance of the investment we make with them on behalf of our clients. Poor investment performance could lead clients to terminate their agreements with us and/or result in negative reputational effects, either of which could have a material adverse effect on our business, financial condition and results of operations.

Dependence on leverage by certain funds, underlying investment funds and portfolio companies subjects us to volatility and contractions in the debt financing markets and could adversely affect the ability of our funds to achieve attractive rates of return on their investments.

Many of the funds we manage, the funds in which we invest and portfolio companies within our funds and customized separate accounts currently rely on credit facilities either to facilitate efficient investing or for speculative purposes. If our funds are unable to obtain financing, or the underlying funds or the companies in which our funds invest are unable to access the structured credit, leveraged loan and high yield bond markets (or do so only at increased cost), the results of their operations may suffer if such markets experience dislocations, contractions or volatility. Any such events could adversely impact our funds’ ability to invest efficiently, and may impact the returns of our funds’ investments.

The absence of available sources of sufficient debt financing for extended periods of time or an increase in either the general levels of interest rates or in the risk spread demanded by sources of indebtedness would make it more expensive to finance those investments, and, in the case of rising interest rates, decrease the value of fixed-rate debt investments made by our funds. Certain investments may also be financed through fund-level debt facilities, which may or may not be available for refinancing at the end of their respective terms. Finally, limitations on the deductibility of interest expense on indebtedness used to finance our funds’ investments reduce the after-tax rates of return on the affected investments and make it more costly to use debt financing. Any of these factors may have an adverse impact on our business, results of operations and financial condition.

Similarly, private markets fund portfolio companies regularly utilize the corporate debt markets to obtain additional financing for their operations. The leveraged capital structure of such businesses increases the exposure of the funds’ portfolio companies to adverse economic factors such as rising interest rates, downturns in the economy or deterioration in the condition of such business or its industry. Any adverse impact caused by the use of leverage by portfolio companies in which we directly or indirectly invest could in turn adversely affect the returns of our funds.

Defaults by clients and third-party investors in certain of our funds could adversely affect that fund’s operations and performance.

Our business is exposed to the risk that clients that owe us money for our services may not pay us. We believe that this risk could potentially increase due to the current COVID-19 pandemic. Also, if investors in our funds default on their obligations to fund commitments, there may be adverse consequences on the investment process, and we could incur losses and be unable to meet underlying capital calls. For example, investors in our closed-ended funds make capital commitments to those funds that we are entitled to call from those investors at any time during prescribed periods. We depend on investors fulfilling and honoring their commitments when we call capital from them for those funds to consummate investments and otherwise pay their obligations when due. In addition, certain of our funds may utilize lines of credit to fund investments. Because interest expense and other costs of borrowings under lines of credit are an expense of the fund, the fund’s net multiple of invested capital may be reduced, as well as the amount of carried interest generated by the fund. Any material reduction in the amount of carried interest generated by a fund may adversely affect our revenues.

Any investor that did not fund a capital call would be subject to several possible penalties, including having a meaningful amount of its existing investment forfeited in that fund. However, the impact of the penalty is directly correlated to the amount of capital previously invested by the investor in the fund. For instance, if an investor has invested little or no capital early in the life of the fund, then the forfeiture penalty may not be as meaningful. A failure of investors to honor a significant amount of capital calls could have a material adverse effect on our business, financial condition and results of operations.

Our failure to comply with investment guidelines set by our clients could result in damage awards against us or a reduction in AUM, either of which would cause our earnings to decline and adversely affect our business.

Each of our funds is operated pursuant to specific investment guidelines, which, with respect to our customized separate accounts, are often established collaboratively between us and the investor in such fund. Our failure to comply with these guidelines and other limitations could result in clients terminating their relationships with us or deciding not to commit further capital to us in respect of new or different funds. In some cases, these investors could also sue us for breach of contract and seek to recover damages from us. In addition, such guidelines may restrict our ability to pursue certain allocations and strategies on behalf of our clients that we believe are economically desirable, which could similarly result in losses to a fund or termination of the fund and a corresponding reduction in AUM. Even if we comply with all applicable investment guidelines, our clients may nonetheless be dissatisfied with our investment performance or our services or fees, and may terminate their investment with us or be unwilling to commit new capital to our funds. Any of these events could cause our earnings to decline and have a material adverse effect on our business, financial condition and results of operations.

Valuation methodologies for certain assets in our funds can be significantly subjective, and the values of assets established pursuant to such methodologies may never be realized, which could result in significant losses for our funds.

For our closed-ended funds, there are no readily ascertainable market prices for a large number of the investments in these funds or the underlying funds in which these funds invest. The value of the fund investments of our funds is determined periodically by us based in general on the fair value of such investments as reported by the underlying fund managers. Our valuation of the funds in which we invest is largely dependent upon the processes employed by the managers of those funds. The fair value of investments is determined using a number of methodologies described in the particular funds’ valuation policies. These policies are based on a number of factors, including the nature of the investment, the expected cash flows from the investment, the length of time the investment has been held, restrictions on transfer and other generally accepted valuation methodologies. The value of the co/direct-equity and credit investments of our funds is determined periodically by us based on reporting provided by the relevant co/direct-equity sponsor and/or using independent third-party valuation firms to aid us in determining the fair value of these investments using generally accepted valuation methodologies. These may include references to market multiples, valuations for comparable companies, public or private market transactions, subsequent developments concerning the companies to which the securities relate, results of operations, financial condition, cash flows, and projections of such companies provided to the general partner and such other factors that we may deem relevant. The methodologies we use in valuing individual investments are based on a variety of estimates and assumptions specific to the particular investments, and actual results related to the investment may vary materially as a result of the inaccuracy of such assumptions or estimates. In addition, because the illiquid investments held by our funds, and the underlying funds in which we invest may be in industries or sectors that are unstable, in distress, or undergoing some uncertainty, such investments are subject to rapid changes in value caused by sudden company-specific or industry-wide developments.

Because there is significant uncertainty in the valuation of, or in the stability of the value of, illiquid investments, the fair values of such investments as reflected in a fund’s net asset value do not necessarily reflect the prices that would actually be obtained if such investments were sold. Realizations at values significantly lower than the values at which investments have been reflected in fund net asset values could result in losses for the applicable fund and the loss of potential incentive fees by the fund’s manager and us. Also, a situation in which asset values turn out to be materially different from values reflected in fund net asset values, whether due to misinformation or otherwise, could cause investors to lose confidence in us and may, in turn, result in difficulties in our ability to raise additional capital, retain clients or attract new clients. Further, we often engage third-party valuation agents to assist us with the valuations. It is possible that a material fact related to the target of the valuation might be inadvertently omitted from our communications with them, resulting in an inaccurate valuation.

Further, the SEC has highlighted valuation practices as one of its areas of focus in investment advisor examinations and has instituted enforcement actions against advisors for misleading investors about valuation. If the SEC were to investigate and find errors in our methodologies or procedures, we and/or members of our management could be subject to penalties and fines, which could harm our reputation and have a material adverse effect on our business, financial condition and results of operations.

•        certain economic, social and political risks, including exchange control regulations and restrictions on foreign investments and repatriation of capital, the risks of political, economic or social instability; and

•        the possible imposition of foreign taxes with respect to such investments or confiscatory taxation.

These risks could adversely affect the performance of our funds that are invested in securities of non-U.S. companies, which would adversely affect our business, financial condition and results of operations.

Our funds may face risks relating to undiversified investments.

We cannot give assurance as to the degree of diversification that will be achieved in any of our funds. Difficult market conditions or slowdowns affecting a particular asset class, geographic region or other category of investment could have a significant adverse impact on a given fund if its investments are concentrated in that area, which would result in lower investment returns. Accordingly, a lack of diversification on the part of a fund could adversely affect its investment performance and, as a result, our business, financial condition and results of operations.

Our funds make investments in underlying funds and companies that we do not control.

Investments by most of our funds will include debt instruments and equity securities of companies that we do not control. Our funds may invest through co-investment arrangements or acquire minority equity interests and may also dispose of a portion of their equity investments in portfolio companies over time in a manner that results in their retaining a minority investment. Consequently, the performance of our funds will depend significantly on the investment and other decisions made by third parties, which could have a material adverse effect on the returns achieved by our funds. Portfolio companies in which the investment is made may make business, financial or management decisions with which we do not agree. In addition, the majority stakeholders or our management may take risks or otherwise act in a manner that does not serve our interests. If any of the foregoing were to occur, the values of our investments and the investments we have made on behalf of clients could decrease and our financial condition, results of operations and cash flow could suffer as a result.

Investments by our funds may in many cases rank junior to investments made by other investors.

In many cases, the companies in which our funds invest have indebtedness or equity securities, or may be permitted to incur indebtedness or to issue equity securities, that rank senior to our clients’ investments in our funds. By their terms, these instruments may provide that their holders are entitled to receive payments of dividends, interest or principal on or before the dates on which payments are to be made in respect of our clients’ investments. Also, in the event of insolvency, liquidation, dissolution, reorganization or bankruptcy of a company in which one or more of our funds hold an investment, holders of securities ranking senior to our clients’ investments would typically be entitled to receive payment in full before distributions could be made in respect of our clients’ investments. After repaying senior security holders, the company may not have any remaining assets to use for repaying amounts owed in respect of our clients’ investments. To the extent that any assets remain, holders of claims that rank equally with our clients’ investments would be entitled to share on an equal and ratable basis in distributions that are made out of those assets. Also, during periods of financial distress or following an insolvency, our ability to influence a company’s affairs and to take actions to protect investments by our funds may be substantially less than that of those holding senior interests.

Our risk management strategies and procedures may leave us exposed to unidentified or unanticipated risks.

Risk management applies to our investment management operations as well as to the investments we make for our funds. We have developed and continue to update strategies and procedures specific to our business for managing risks, which include market risk, liquidity risk, operational risk and reputational risk. Management of these risks can be very complex. These strategies and procedures may fail under some circumstances, particularly if we are confronted with risks that we have underestimated or not identified, including those related to the COVID-19 pandemic. In addition, some of our methods for managing the risks related to our clients’ investments are based upon our analysis of historical private markets behavior. Statistical techniques are applied to these observations in order to arrive at quantifications of some of our risk exposures. Historical analysis of private markets returns requires reliance on valuations performed by fund managers, which may not be reliable measures of current valuations. These statistical

methods may not accurately quantify our risk exposure if circumstances arise that were not observed in our historical data. In particular, as we enter new lines of business or offer new products, our historical data may be incomplete. Failure of our risk management techniques could have a material adverse effect on our business, financial condition and results of operations, including our right to receive incentive fees.

We are subject to increasing scrutiny from certain investors with respect to the societal and environmental impact of investments made by our funds, which may adversely impact our ability to raise capital from such investors.

In recent years, certain investors, including U.S. public pension funds and certain non-U.S. investors, have placed increasing importance on the negative impacts of investments made by the funds to which they invest or commit capital, including with respect to environmental, social and governance (“ESG”) matters. Our clients for whom ESG matters are a priority may decide to redeem or withdraw previously committed capital from our funds (where such withdrawal is permitted) or to not invest or commit capital to future funds as a result of their assessment of our approach to and consideration of the social cost of investments made by our funds. To the extent our access to capital from investors, including public pension funds, is impaired, we may not be able to maintain or increase the size of our funds or raise sufficient capital for new funds, which may adversely impact our revenues.

The transition to sustainable finance accelerates existing risks and raises new risks for our business that may impact our profitability and success. In particular, ESG matters have been the subject of increased focus by certain regulators, including in the US and the EU. A lack of harmonization globally in relation to ESG legal and regulatory reform leads to a risk of fragmentation in group level priorities as a result of the different pace of sustainability transition across global jurisdictions. This may create conflicts across our global business which could risk inhibiting our future implementation of, and compliance with, rapidly developing ESG standards and requirements. Failure to keep pace with sustainability transition could impact our competitiveness in the market and damage our reputation resulting in a material adverse effect on our business. In addition, failure to comply with applicable legal and regulatory changes in relation to ESG matters may attract increased regulatory scrutiny of our business, and could result in fines and/or other sanctions being levied against us.

The European Commission has proposed legislative reforms, which include, without limitation: (a) Regulation 2019/2088 regarding the introduction of transparency and disclosure obligations for investors, funds and asset managers in relation to ESG factors, for which most rules are proposed to take effect beginning on March 10, 2021; (b) a proposed regulation regarding the introduction of an EU-wide taxonomy of environmentally sustainable activities, which is proposed to take effect in a staggered approach beginning on January 1, 2022; and (c) amendments to existing regulations including MiFID II and AIFMD to embed ESG requirements. As a result of these legislative initiatives, we may be required to provide additional disclosure to investors in our funds with respect to ESG matters. This exposes us to increased disclosure risks, for example due to a lack of available or credible data, and the potential for conflicting disclosures may also expose us to an increased risk of misstatement litigation or miss-selling allegations. Failure to manage these risks could result in a material adverse effect on our business in a number of ways.

In the U.S., on June 23, 2020, the Department of Labor proposed a new rule intended to clarify the fiduciary requirements for investment managers of “plan assets” considering recent trends involving ESG investing. The proposed rule, if adopted, could cause a chilling effect on U.S. multi-investor pension plans investing in funds that have an ESG component, which includes some of our funds. Should these plan investors decide not to invest in our funds that have an ESG component, we may not be able to maintain or increase the size of these funds or raise sufficient capital for new funds that have an ESG component, which may adversely impact our revenues.

The short-term and long-term impact of the Basel III capital standards on our clients is uncertain.

In June 2011, the Basel Committee on Banking Supervision (“Basel Committee”), an international body comprised of senior representatives of bank supervisory authorities and central banks from 27 countries, including the United States, announced the final framework for a comprehensive set of capital and liquidity standards, commonly referred to as “Basel III,” for internationally active banking organizations and certain other types of financial institutions, which were revised in 2017. These standards generally require banks to hold more capital, predominantly in the form of common equity, than under the previous capital framework, reduce leverage and improve liquidity standards. U.S. federal banking regulators have adopted, and continue to adopt, final regulations to implement Basel III for U.S. banking organizations.

Some of our clients are subject to the Basel III standards. The ongoing adoption of rules related to Basel III and related standards could restrict the ability of these clients to maintain or increase their investments in our funds to the extent that such investments adversely impact their risk-weighted asset ratios. Our loss of these clients, or inability to raise additional investment amounts from these clients, may adversely impact our revenues.

Hedge fund investments are subject to numerous additional risks.

Investments by our funds in other hedge funds, as well as investments by our credit-focused, opportunistic and other hedge funds and similar products, are subject to numerous additional risks, including the following:

•        Certain of the underlying funds in which we invest are newly established funds without any operating history or are managed by management companies or general partners who may not have as significant track records as an independent manager.

•        Generally, the execution of these hedge funds’ investment strategies is subject to the sole discretion of the management company or the general partner of such funds.

•        Hedge funds may engage in speculative trading strategies, including short selling.

•        Hedge funds are exposed to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem or otherwise, thus causing the fund to suffer a loss.

•        Credit risk may arise through a default by one of several large institutions that are dependent on one another to meet their liquidity or operational needs, so that a default by one institution causes a series of defaults by the other institutions.

•        The efficacy of investment and trading strategies depend largely on the ability to establish and maintain an overall market position in a combination of financial instruments. A hedge fund’s trading orders may not be executed in a timely and efficient manner due to various circumstances, including systems failures or human error. In such event, the funds might only be able to acquire some but not all of the components of the position, or if the overall position were to need adjustment, the funds might not be able to make such adjustment.

•        Hedge funds may make investments or hold trading positions in markets that are volatile and which may become illiquid. Timely divestiture or sale of trading positions can be impaired by decreased trading volume, increased price volatility, concentrated trading positions, limitations on the ability to transfer positions in highly specialized or structured transactions to which they may be a party, and changes in industry and government regulations. It may be impossible or costly for hedge funds to liquidate positions rapidly in order to meet margin calls, withdrawal requests or otherwise, particularly if there are other market participants seeking to dispose of similar assets at the same time or the relevant market is otherwise moving against a position or in the event of trading halts or daily price movement limits on the market or otherwise. For example, in 2008 many hedge funds, including some of our funds, experienced significant declines in value. In many cases, these declines in value were both provoked and exacerbated by margin calls and forced selling of assets. Moreover, certain of our funds of hedge funds were invested in third-party hedge funds that halted redemptions in the face of illiquidity and other issues, which precluded those funds of hedge funds from receiving their capital back on request.

•        Hedge fund investments are subject to risks relating to investments in commodities, futures, options and other derivatives, the prices of which are highly volatile and may be subject to the theoretically unlimited risk of loss in certain circumstances, including if the fund writes a call option.

As a result of their affiliation with us, our funds may from time to time be restricted from trading in certain securities (e.g., publicly traded securities issued by our current or potential portfolio companies). This may limit their ability to acquire and/or subsequently dispose of investments in connection with transactions that would otherwise generally be permitted in the absence of such affiliation.

Our fund investments in infrastructure assets may expose our funds to increased risks that are inherent in the ownership of real assets.

Investments in infrastructure assets may expose us to increased risks that are inherent in the ownership of real assets. For example:

•        Ownership of infrastructure assets may present risk of liability for personal and property injury or impose significant operating challenges and costs with respect to, for example, compliance with zoning, environmental or other applicable laws.

•        Infrastructure asset investments may face construction risks including shortages of suitable labor and equipment, adverse construction conditions and challenges in coordinating with public utilities, all of which could result in substantial unanticipated delays or expenses and, under certain circumstances, could prevent completion of construction activities once undertaken. Certain infrastructure asset investments may remain in construction phases for a prolonged period and, accordingly, may not be cash generative for a prolonged period. Recourse against the contractor may be subject to liability caps or may be subject to default or insolvency on the part of the contractor.

•        The management of the business or operations of an infrastructure asset may be contracted to a third-party management company unaffiliated with us. Although it would be possible to replace any such operator, the failure of such an operator to adequately perform its duties or to act in ways that are in our best interest, or the breach by an operator of applicable agreements or laws, rules and regulations, could have an adverse effect on the investment’s financial condition and results of operations.

Infrastructure investments often involve an ongoing commitment to a municipal, state, federal or foreign government or regulatory agencies. The nature of these obligations expose us to a higher level of regulatory control than typically imposed on other businesses and may require us to rely on complex government licenses, concessions, leases or contracts, which may be difficult to obtain or maintain. Infrastructure investments may require operators to manage such investments and such operators’ failure to comply with laws, including prohibitions against bribing of government officials, may adversely affect the value of such investments and cause us serious reputational and legal harm. Revenues for such investments may rely on contractual agreements for the provision of services with a limited number of counterparties, and are consequently subject to counterparty default risk. The operations and cash flow of infrastructure investments are also more sensitive to inflation and, in certain cases, commodity price risk. Furthermore, services provided by infrastructure investments may be subject to rate regulations by government entities that determine or limit prices that may be charged. Similarly, users of applicable services or government entities in response to such users may react negatively to any adjustments in rates and thus reduce the profitability of such infrastructure investments.

Risks Related to the Business Combination and CFAC

The Sponsor and each of CFAC’s officers and directors have agreed to vote in favor of the business combination and the other proposals described herein to be presented at the special meeting of stockholders, regardless of how CFAC’s public stockholders vote.

The Sponsor and each of CFAC’s officers and directors have agreed to, among other things, vote in favor of the Business Combination Proposal and the other proposals described herein to be presented at the special meeting of stockholders. As of the date of this proxy statement/prospectus, the Sponsor and CFAC’s directors and officers own approximately 26.7% of the outstanding shares of CFAC common stock. Accordingly, it is more likely that the necessary stockholder approval will be received than would be the case if the Sponsor and CFAC’s directors and officers agreed to vote their founder shares and other shares in accordance with the majority of the votes cast by CFAC’s public stockholders.

Neither the CFAC board of directors nor any committee thereof obtained a third-party valuation in determining whether or not to pursue the business combination.

Neither the CFAC board of directors nor any committee thereof is required to obtain an opinion from an independent investment banking or accounting firm that the price that CFAC is paying for GCM Grosvenor is fair to CFAC from a financial point of view. Neither the CFAC board of directors nor any committee thereof obtained a third-party valuation in connection with the business combination. In analyzing the business combination, the CFAC board of directors conducted due diligence on GCM Grosvenor. The CFAC board of directors also consulted with its management and legal counsel, financial advisors and other advisors and considered a number of factors, uncertainty and risks, including, but not limited to, those discussed under “Proposal No. 1 — Approval of the Business Combination — CFAC’s Board of Directors’ Reasons for the Approval of the Business Combination,” and concluded that the business combination was in the best interest of CFAC’s stockholders. Accordingly, investors will be relying solely on the judgment of the CFAC board of directors in valuing GCM Grosvenor, and the CFAC board of directors may not have properly valued such businesses. The lack of a third-party valuation may also lead an increased number of stockholders to vote against the business combination or demand redemption of their shares, which could potentially impact CFAC’s ability to consummate the business combination.

Since the Sponsor and the members of CFAC’s management team have interests that are different, or in addition to (and which may conflict with), the interests of CFAC’s stockholders, a conflict of interest may have existed in determining whether the business combination is appropriate as CFAC’s initial business combination. Such interests include that the Sponsor will lose its entire investment in CFAC if a business combination is not completed.

When you consider the recommendation of CFAC’s board of directors in favor of approval of the Business Combination Proposal and the other proposals included herein, you should keep in mind that the Sponsor and CFAC’s directors have interests in such proposal that are different from, or in addition to, those of CFAC stockholders and warrant holders generally. CFAC’s board of directors was aware of and considered these interests, among other matters, in evaluating and negotiating the business combination and transaction agreements and in recommending to CFAC’s stockholders that they vote in favor of the proposals presented at the special meeting of stockholders, including the Business Combination Proposal. CFAC stockholders should take these interests into account in deciding whether to approve the Proposals, including the Business Combination Proposal. These interests include, among other things:

•        if CFAC does not consummate a business combination by December 17, 2020 (or if such date is extended at a duly called meeting of stockholders, such later date), CFAC would (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of CFAC’s remaining stockholders and CFAC’s board of directors, dissolve and liquidate, subject in each case to CFAC’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such event, the 7,064,603 shares of CFAC Class B common stock owned by the initial stockholders, including the Sponsor, would be worthless because following the redemption of the public shares, CFAC would likely have few, if any, net assets and because the Sponsor and each of CFAC’s officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to such shares if CFAC fails to complete a business combination within the required period. Additionally, the 7,064,603 shares of GCM Class A common stock that the initial stockholders will hold following the business combination, if unrestricted and freely tradable, would have had aggregate market value of approximately $             million based upon the closing price of $             per share of CFAC Class A common stock on Nasdaq on             , 2020, the most recent practicable date prior to the date of this proxy statement/prospectus. Given such shares of GCM Class A common stock will be subject to certain restrictions, CFAC believes such shares have less value. The 600,000 shares of GCM Class A common stock and the 450,000 GCM PubCo warrants that the Sponsor will hold following the business combination, if unrestricted and freely tradable, would have had an aggregate market value of approximately $             million based upon the closing price of $             per share of CFAC Class A Common Stock and $             per CFAC warrant on Nasdaq on             , 2020, the most recent practicable date prior to the date of this proxy statement/prospectus.

•        the Sponsor and CFAC’s officers and directors have agreed not to redeem any of the founder shares or shares of CFAC Class A common stock (including private placement shares) held by them in connection with a stockholder vote to approve the business combination.

•        the Sponsor paid an aggregate of $50,383 for its founder shares and such securities will have a significantly higher value at the time of the business combination, which if unrestricted and freely tradable would be valued at approximately $            , based on the closing price of CFAC Class A common stock on             , 2020.

•        the Sponsor is obligated to purchase an aggregate of 1,500,000 GCM PubCo private placement warrants and 3,500,000 shares of GCM Class A common stock for an aggregate purchase price of $30,000,000 in a private placement to close concurrently with the business combination.

•        upon completion of the business combination, an aggregate amount of approximately $17.7 million in advisory fees and placement agent fees will be payable to Cantor Fitzgerald & Co., an affiliate of CFAC and the Sponsor. Additionally, Howard W. Lutnick, CFAC’s Chairman and Chief Executive Officer, serves as Chairman and Chief Executive Officer of Cantor Fitzgerald, L.P., an affiliate of CFAC, Cantor Fitzgerald & Co. and the Sponsor, Anshu Jain, CFAC’s President, serves as President of Cantor Fitzgerald, L.P., Paul Pion, CFAC’s Chief Financial Officer and director, serves as U.S. Chief Administrative Officer and Senior Managing Director of Cantor Fitzgerald & Co. and Stephen M. Merkel, CFAC’s Executive Vice President, General Counsel and Secretary, serves as Executive Managing Director, General Counsel and Secretary of Cantor Fitzgerald, L.P. and Cantor Fitzgerald & Co.

•        if the Trust Account is liquidated, including in the event CFAC is unable to complete an initial business combination within the required time period, the Sponsor has agreed to indemnify CFAC to ensure that the proceeds in the Trust Account are not reduced below $10.10 per public share, or such lesser amount per public share as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which CFAC has entered into an acquisition agreement or claims of any third-party for services rendered or products sold to CFAC, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account.

•        one of CFAC’s independent directors owns 10,000 founder shares that were purchased from the Sponsor at its original purchase price, which if unrestricted and freely tradeable would be valued at approximately $            , based on the closing price of CFAC Class A common stock on             , 2020.

•        the Sponsor and CFAC’s officers and directors will lose their entire investment in CFAC, including loans in the aggregate amount of approximately $6.1 million as of September 15, 2020, if an initial business combination is not completed.

•        CFAC’s existing officers and directors will be eligible for continued indemnification and continued coverage under a directors’ and officers’ liability insurance policy after the business combination and pursuant to the Transaction Agreement.

•        GCM PubCo will enter into an Amended and Restated Registration Rights Agreement with the Sponsor, the GCMH Equityholders and the PIPE Investors, which provides for registration rights to such parties.

The existence of financial and personal interests of one or more of CFAC’s directors may result in a conflict of interest on the part of such director(s) between what he or they may believe is in the best interests of CFAC and its stockholders and what he or they may believe is best for himself or themselves in determining to recommend that stockholders vote for the proposals. See the section entitled “Proposal No.1 — Interests of CFAC’s Management Team in the Business Combination” for a further discussion of these considerations.

The financial and personal interests of the Sponsor and CFAC’s directors may have influenced their motivation in identifying and selecting GCM Grosvenor as a business combination target, completing an initial business combination with GCM Grosvenor and influencing the operation of the business following the initial business combination. In considering the recommendations of CFAC’s board of directors to vote for the proposals, its stockholders should consider these interests.

The exercise of the CFAC board of directors’ discretion in agreeing to changes or waivers in the terms of the Transaction Agreement, including closing conditions, may result in a conflict of interest when determining whether such changes to the terms or waivers of conditions are appropriate and in CFAC’s stockholders’ best interest.

In the period leading up to the Closing, events may occur that, pursuant to the Transaction Agreement, would require CFAC to agree to amend the Transaction Agreement, to consent to certain actions taken by GCM Grosvenor or to waive rights that CFAC is entitled to under the Transaction Agreement, including those related to closing conditions. Such events could arise because of changes in the course of GCM Grosvenor’s businesses or a request by GCM Grosvenor to undertake actions that would otherwise be prohibited by the terms of the Transaction Agreement or the occurrence of other events that would have a material adverse effect on GCM Grosvenor’s businesses and would entitle CFAC to terminate the Transaction Agreement. In any of such circumstances, it would be at CFAC’s discretion, acting through its board of directors, to grant its consent or waive those rights. The existence of financial and personal interests of one or more of the directors described in the preceding risk factors (and described elsewhere in this proxy statement/prospectus) may result in a conflict of interest on the part of such director(s) between what he or they may believe is best for CFAC and its stockholders and what he or they may believe is best for himself or themselves in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, CFAC does not believe there will be any changes or waivers that CFAC’s board of directors would be likely to make after stockholder approval of the Business Combination Proposal has been obtained. While certain changes could be made without further stockholder approval, CFAC will circulate a new or amended proxy statement/prospectus and resolicit CFAC’s stockholders if changes to the terms of the transaction that would have a material impact on its stockholders are required prior to the vote on the Business Combination Proposal.

The announcement of the proposed business combination could disrupt GCM Grosvenor’s relationships with its clients, counterparties, vendors and other business partners and others, as well as its operating results and business generally.

Whether or not the business combination and related transactions are ultimately consummated, as a result of uncertainty related to the proposed transactions, risks relating to the impact of the announcement of the business combination on GCM Grosvenor’s business include the following:

•        its employees may experience uncertainty about their future roles, which might adversely affect GCM Grosvenor’s ability to retain and hire key personnel and other employees;

•        customers, suppliers, joint venture partners and other parties with which GCM Grosvenor maintains business relationships may experience uncertainty about its future and rescind their deposits, seek alternative relationships with third parties, seek to alter their business relationships with GCM Grosvenor or fail to extend an existing relationship with GCM Grosvenor; and

•        GCM Grosvenor has expended and will continue to expend significant costs, fees and expenses for professional services and transaction costs in connection with the proposed business combination.

If any of the aforementioned risks were to materialize, they could lead to significant costs which may impact GCM Grosvenor’s results of operations and cash available to fund its businesses.

Subsequent to consummation of the business combination, GCM PubCo may be exposed to unknown or contingent liabilities and may be required to subsequently take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on GCM PubCo’s financial condition, results of operations and the price of its securities, which could cause you to lose some or all of your investment.

CFAC cannot assure you that the due diligence conducted in relation to GCM Grosvenor has identified all material issues or risks associated with GCM Grosvenor, its business or the industry in which it competes. Furthermore, CFAC cannot assure you that factors outside of GCM Grosvenor’s and CFAC’s control will not later arise. As a result of these factors, GCM PubCo may be exposed to liabilities and incur additional costs and expenses and it may be forced to later write down or write off assets, restructure its operations, or incur impairment or other charges that could result in GCM PubCo reporting losses. Even if CFAC’s due diligence has identified certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with its preliminary risk analysis. If any of these risks materialize, this could have a material adverse effect on GCM PubCo’s financial condition and results of operations and could contribute to negative market perceptions about its securities or GCM PubCo. Additionally,

CFAC has no indemnification rights against the GCMH Equityholders under the Transaction Agreement and all of the purchase price consideration will be delivered to the GCMH Equityholders at the closing of the business combination. Accordingly, any stockholders or warrant holders of CFAC who choose to remain GCM PubCo’s stockholders or warrant holders following the business combination could suffer a reduction in the value of their shares or warrants. Such stockholders or warrant holders are unlikely to have a remedy for such reduction in value.

The historical financial results of GCM Grosvenor and unaudited pro forma financial information included elsewhere in this proxy statement/prospectus may not be indicative of what GCM Grosvenor’s actual financial position or results of operations would have been if it were a public company.

The historical financial results of GCM Grosvenor included in this proxy statement/prospectus do not reflect the financial condition, results of operations or cash flows it would have achieved as a public company during the periods presented or those GCM PubCo will achieve in the future. GCM PubCo’s financial condition and future results of operations could be materially different from amounts reflected in GCM Grosvenor’s historical financial statements included elsewhere in this proxy statement/prospectus, so it may be difficult for investors to compare GCM PubCo’s future results to historical results or to evaluate its relative performance or trends in its business.

Similarly, the unaudited pro forma financial information in this proxy statement/prospectus is presented for illustrative purposes only and has been prepared based on a number of assumptions including, but not limited to, GCM PubCo being treated as the “acquired” company for financial reporting purposes in the business combination, the total debt obligations and the cash and cash equivalents of GCM Grosvenor on the date the business combination closes and the number of CFAC’s public shares that are redeemed in connection with the business combination. Accordingly, such pro forma financial information may not be indicative of GCM PubCo’s future operating or financial performance and GCM PubCo’s actual financial condition and results of operations may vary materially from the pro forma results of operations and balance sheet contained elsewhere in this proxy statement/prospectus, including as a result of such assumptions not being accurate. See “Unaudited Pro Forma Condensed Combined Financial Information.”

Financial projections with respect to GCM Grosvenor may not prove to be reflective of actual financial results.

In connection with the business combination, CFAC’s board of directors considered, among other things, internal financial forecasts prepared by, or at the direction of, the management of GCM Grosvenor, the key elements of which are set forth in the section entitled “Proposal No. 1 — The Business Combination Proposal — CFAC’s Board of Directors’ Reasons for the Approval of the Business Combination.” GCM Grosvenor does not, as a matter of general practice, publicly disclose long-term forecasts or internal projections of its future performance, revenue, financial condition or other results. None of these projections or forecasts were prepared with a view towards public disclosure or compliance with the published guidelines of the SEC, GAAP or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial forecasts. These projections and forecasts are inherently based on various estimates and assumptions that are subject to the judgment of those preparing them. These projections and forecasts are also subject to significant economic, competitive, industry and other uncertainties and contingencies, all of which are difficult or impossible to predict and many of which are beyond the control of GCM Grosvenor. There can be no assurance that GCM PubCo’s financial condition, including its cash flows or results of operations, will be consistent with those set forth in such projections and forecasts, which could have an adverse impact on the market price of GCM Class A common stock or the business, financial condition and results of operations of GCM PubCo following the Closing.

CFAC has a minimum cash requirement. This requirement may make it more difficult for CFAC to complete the business combination as contemplated.

The Transaction Agreement provides that the GCMH Equityholders’ obligation to consummate the business combination is conditioned on, among other things, a minimum cash requirement, which requires that, as of immediately prior to the Closing, the aggregate amount of cash contained in the Trust Account be no less than (i) the Minimum Available CFAC Cash Amount, after deducting the aggregate amount of all payments required to be made by CFAC in connection with redemptions (but taking into account the Private Placement and Sponsor Subscriptions but excluding the other Transactions) and (ii) $75,000,000, after deducting the aggregate amount of all payments required to be made by CFAC in connection with redemptions but excluding the proceeds paid to CFAC upon consummation of the Private Placement, Sponsor Subscriptions and the other Transactions.

In addition, pursuant to CFAC’s amended and restated certificate of incorporation, in no event will CFAC redeem public shares in an amount that would cause its net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001. If such conditions are not met, and such conditions are not or cannot be waived under the terms of the Transaction Agreement, then the Transaction Agreement could terminate and the proposed business combination may not be consummated.

If such conditions are waived and the business combination is consummated, the cash held by GCM PubCo and its subsidiaries in the aggregate, after the Closing may not be sufficient to allow them to operate and pay their bills as they become due. Furthermore, GCM PubCo’s affiliates are not obligated to make loans to it or invest in it in the future after the business combination. The additional exercise of redemption rights with respect to a large number of CFAC’s public stockholders may make GCM PubCo unable to take such actions as may be desirable in order to optimize its capital structure after the Closing and it may not be able to raise additional financing from unaffiliated parties necessary to fund its expenses and liabilities after the Closing.

The Sponsor, the GCMH Equityholders, GCM Grosvenor or CFAC’s or GCM Grosvenor’s respective directors, officers, advisors or respective affiliates may elect to purchase shares from public stockholders prior to the consummation of the business combination, which may influence the vote on the business combination and reduce the public “float” of CFAC Class A common stock.

At any time at or prior to the business combination, subject to applicable securities laws (including with respect to material on-payment information), the Sponsor, the GCMH Equityholders or CFAC’s or GCM Grosvenor’s respective directors, officers, advisors or respective affiliates may (1) purchase public shares from institutional and other investors who vote, or indicate an intention to vote, against any of the Proposals, or elect to redeem, or indicate an intention to redeem, public shares, (2) execute agreements to purchase such shares from such investors in the future, or (3) enter into transactions with such investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of the Proposals or not redeem their public shares. Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of CFAC’s shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor, the GCMH Equityholders or CFAC’s or GCM Grosvenor’s respective directors, officers, advisors or respective affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholder would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to (1) increase the likelihood of approving the Proposals and (2) limit the number of public shares electing to redeem, including to satisfy any redemption threshold.

Entering into any such arrangements may have a depressive effect on CFAC Class A common stock (e.g., by giving an investor or holder the ability to effectively purchase shares at a price lower than market, such investor or holder may therefore become more likely to sell the shares he or she owns, either at or prior to the business combination). If such transactions are effected, the consequence could be to cause the business combination to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the Proposals and would likely increase the chances that the Proposals would be approved. In addition, if such purchases are made, the public “float” of CFAC’s public shares and the number of beneficial holders of CFAC’s securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of CFAC’s securities on a national securities exchange.

If third parties bring claims against CFAC, the proceeds held in the Trust Account could be reduced and the per share redemption amount received by holders of CFAC Class A common stock may be less than $10.19 per share.

CFAC’s placing of funds in the Trust Account may not protect those funds from third-party claims against CFAC. Although CFAC seeks to have all vendors, service providers (other than its independent registered public accounting firm), prospective target businesses or other entities with which CFAC does business execute agreements with CFAC waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against CFAC’s assets, including the funds held in the Trust Account. If any third-party refuses to execute an agreement waiving such claims to the monies held in the Trust Account,

CFAC’s management will perform an analysis of the alternatives available to it and will enter into an agreement with a third-party that has not executed a waiver only if management believes that such third-party’s engagement would be significantly more beneficial to CFAC than any alternative.

Examples of possible instances where CFAC may engage a third-party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where CFAC is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with CFAC and will not seek recourse against the Trust Account for any reason. Upon redemption of the public shares, if CFAC is unable to complete an initial business combination within the prescribed time frame, or upon the exercise of a redemption right in connection with its initial business combination, CFAC will be required to provide for payment of claims of creditors that were not waived that may be brought against CFAC within the 10 years following redemption. Accordingly, the per share redemption amount received by public stockholders could be less than the $10.19 per share initially held in the Trust Account, due to claims of such creditors.

The Sponsor has agreed that it will be liable to CFAC if and to the extent any claims by a third-party (other than CFAC’s independent registered public accounting firm) for services rendered or products sold to CFAC, or a prospective target business with which CFAC has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.10 per public share or (2) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third-party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under CFAC’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third-party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. CFAC has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and CFAC has not asked the Sponsor to reserve for such indemnification obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for CFAC’s initial business combination and redemptions could be reduced to less than $10.19 per public share. In such event, CFAC may not be able to complete its initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. No member of CFAC’s management team will indemnify CFAC for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

If, after CFAC distributes the proceeds in the Trust Account to CFAC’s public stockholders, it files a bankruptcy petition or an involuntary bankruptcy petition is filed against CFAC that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of CFAC’s board of directors may be viewed as having breached their fiduciary duties to CFAC’s creditors, thereby exposing the members of CFAC’s board of directors and CFAC to claims of punitive damages.

If, after CFAC distributes the proceeds in the Trust Account to CFAC’s public stockholders, CFAC files a bankruptcy petition or an involuntary bankruptcy petition is filed against CFAC that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received by CFAC’s stockholders. In addition, CFAC’s board of directors may be viewed as having breached its fiduciary duty to CFAC’s creditors and/or having acted in bad faith by paying public stockholders from the Trust Account prior to addressing the claims of creditors, thereby exposing itself and CFAC to claims of punitive damages.

If, before distributing the proceeds in the Trust Account to CFAC’s public stockholders, CFAC files a bankruptcy petition or an involuntary bankruptcy petition is filed against CFAC that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of CFAC’s stockholders and the per-share amount that would otherwise be received by CFAC stockholders in connection with CFAC’s liquidation may be reduced.

If, before distributing the proceeds in the Trust Account to CFAC’s public stockholders, CFAC files a bankruptcy petition or an involuntary bankruptcy petition is filed against CFAC that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in CFAC’s bankruptcy estate and subject to the claims of third parties with priority over the claims of CFAC’s stockholders. To the extent any bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise be received by CFAC’s public stockholders in connection with its liquidation would be reduced.

CFAC’s stockholders may be held liable for claims by third parties against CFAC to the extent of distributions received by them upon redemption of their shares.

Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of the Trust Account distributed to CFAC’s public stockholders upon the redemption of the public shares in the event CFAC does not complete an initial business combination within the required time period may be considered a liquidating distribution under Delaware law. If a corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. However, it is CFAC’s intention to redeem the public shares as soon as reasonably possible following the required time period in the event CFAC does not complete an initial business combination and, therefore, it does not intend to comply with the foregoing procedures.

Because CFAC does not intend to comply with Section 280 of the DGCL, Section 281(b) of the DGCL requires it to adopt a plan, based on facts known to it at such time that will provide for its payment of all existing and pending claims or claims that may be potentially brought against it within the 10 years following its dissolution. However, because CFAC is a blank check company, rather than an operating company, and CFAC’s operations are limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from CFAC’s vendors (such as lawyers, investment bankers, consultants, etc.) or prospective target businesses. If CFAC’s plan of distribution complies with Section 281(b) of the DGCL, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would likely be barred after the third anniversary of the dissolution. CFAC cannot assure you that it will properly assess all claims that may be potentially brought against it. As such, CFAC’s stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of CFAC’s stockholders may extend beyond the third anniversary of such date. Furthermore, if the pro rata portion of the Trust Account distributed to CFAC’s public stockholders upon the redemption of the public shares in the event CFAC does not complete an initial business combination within the required time period is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution.

The public stockholders will experience dilution as a consequence of, among other transactions, the issuance of GCM Class A common stock as consideration in the business combination and the Private Placement as well as future issuances pursuant to the 2020 Plan. Having a minority share position may reduce the influence that CFAC’s current stockholders have on the management of GCM PubCo.

The issuance of a significant number of shares of GCM Class A common stock in the business combination and in the Private Placement will dilute the equity interest of existing CFAC stockholders in GCM PubCo and may adversely affect prevailing market prices for its public shares and/or public warrants.

It is anticipated that, upon completion of the Transactions and assuming no redemptions of shares of CFAC Class A common stock in connection with the business combination, GCM PubCo’s ownership will be as follows: (1) CFAC’s public stockholders will own approximately 11.1% of GCM PubCo’s outstanding common stock (which will be in the form of shares of GCM Class A common stock), representing approximately 10.7% of the voting power of GCM PubCo; (2) the PIPE Investors will own approximately 10.3% of GCM PubCo’s outstanding common stock (which will be in the form of shares of GCM Class A common stock), representing approximately 9.9% of the voting power of GCM PubCo; (3) the Sponsor and the holders of founder shares will own approximately 4.7% of GCM PubCo’s outstanding common stock (which will be in the form of shares of GCM Class A common stock), representing approximately 4.4% of the voting power of GCM PubCo; and (4) GCM V will own approximately 73.9% of GCM PubCo’s outstanding common stock (which will be in the form of shares of GCM Class C common stock), representing approximately 75.0% of the voting power of GCM PubCo. In turn, GCM PubCo will indirectly hold approximately 26.1% of the Grosvenor common units and the GCMH Equityholders will hold approximately 73.9% of the Grosvenor common units. The PIPE Investors have agreed to purchase in the aggregate 19,500,000 shares of

GCM Class A common stock, for approximately $195 million of gross proceeds, in the Private Placement. In this proxy statement/prospectus, we assume that approximately $443.7 million of the gross proceeds from the Private Placement, approximately $30 million of the gross proceeds from the Sponsor Subscription and funds held in the Trust Account will be used to fund the business combination, the repayment of indebtedness to a net debt level of $114 million under the no redemption scenario and $258 million under the maximum redemption scenario and the payment of certain transaction expenses. The ownership percentage with respect to GCM PubCo (a) does not take into account (1) warrants to purchase GCM Class A common stock that will remain outstanding immediately following the business combination or (2) the issuance of any shares upon completion of the business combination under the 2020 Plan, but (b) does include founder shares, which will automatically convert into shares of GCM Class A common stock on a one-for-one basis upon the consummation of the business combination (such shares of GCM Class A common stock will be subject to transfer restrictions). If the actual facts are different from these assumptions, the above levels of ownership interest will be different.

Future issuances of shares of GCM Class A common stock, including pursuant to the 2020 Plan, may significantly dilute the equity interests of existing holders of CFAC’s securities and may adversely affect prevailing market prices for GCM PubCo’s securities.

There is a risk that a holder of public shares and/or public warrants that is a U.S. taxpayer may recognize taxable gain with respect to such public shares and/or public warrants at the Effective Time.

The Merger should qualify as a reorganization within the meaning of Section 368(a) of the Code for U.S. federal income tax purposes. However, due to the absence of guidance directly on point as to how the provisions of Section 368(a) of the Code apply in the case of a corporation with no active business and only investment-type assets, such as CFAC, this result is subject to some uncertainty. Accordingly, due to the absence of such guidance, it is not possible to predict whether the IRS or a court considering the issue would take a contrary position. If the Merger should fail to qualify as a reorganization under Section 368(a) of the Code, a U.S. Holder (as that term is defined in the section entitled “Proposal No. 1 — Approval of the Business Combination — Certain United States Federal Income Tax Considerations”) of public shares and/or public warrants generally would recognize a gain or loss with respect to such public shares and/or public warrants (as the case may be) in an amount equal to the difference, if any, between the fair market value of the corresponding GCM Class A common stock or GCM PubCo private placement warrants (as the case may be) received in the Merger and the U.S. Holder’s adjusted tax basis in its public shares and/or public warrants.

Risks Related to the Redemption

Public stockholders who wish to redeem their public shares for a pro rata portion of the Trust Account must comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline. If stockholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their public shares for a pro rata portion of the funds held in the Trust Account.

A public stockholder will be entitled to receive cash for any public shares to be redeemed only if such public stockholder: (1)(a) holds public shares, or (b) if the public stockholder holds public shares through units, the public stockholder elects to separate its units into the underlying public shares and warrants prior to exercising its redemption rights with respect to the public shares; (2) prior to 5:00 p.m. Eastern Time on             , 2020 (two business days before the scheduled date of the Special Meeting) submits a written request to Continental Stock Transfer & Trust Company, CFAC’s transfer agent, that CFAC redeems all or a portion of your public shares for cash, affirmatively certifying in your request if you “ARE” or “ARE NOT” acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) with any other stockholder with respect to shares of CFAC’s common stock; and (3) delivers its public shares to CFAC’s transfer agent physically or electronically through DTC. In order to obtain a physical share certificate, a stockholder’s broker or clearing broker, DTC and CFAC’s transfer agent will need to act to facilitate this request. It is CFAC’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from CFAC’s transfer agent. However, because CFAC does not have any control over this process or over DTC, it may take significantly longer than two weeks to obtain a physical stock certificate. If it takes longer than anticipated to obtain a physical certificate, public stockholders who wish to redeem their public shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.

If the business combination is consummated, and if a public stockholder properly exercises its right to redeem all or a portion of the public shares that it holds, including timely delivering its shares to CFAC’s transfer agent, CFAC will redeem such public shares for a per-share price, payable in cash calculated as of two business days prior to the consummation of the business combination, including interest (net of taxes payable). Please see the section entitled “Special Meeting of CFAC Stockholders — Redemption Rights” for additional information on how to exercise your redemption rights.

If a public stockholder fails to receive notice of CFAC’s offer to redeem public shares in connection with the business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

If, despite CFAC’s compliance with the proxy rules, a public stockholder fails to receive CFAC’s proxy materials, such public stockholder may not become aware of the opportunity to redeem his, her or its public shares. In addition, the proxy materials that CFAC is furnishing to holders of public shares in connection with the business combination describe the various procedures that must be complied with in order to validly redeem the public shares. In the event that a public stockholder fails to comply with these procedures, its public shares may not be redeemed. Please see the section entitled “Special Meeting of CFAC Stockholders — Redemption Rights” for additional information on how to exercise your redemption rights.

If you or a “group” of stockholders of which you are a part are deemed to hold an aggregate of more than 20% of the public shares, you (or, if a member of such a group, all of the members of such group in the aggregate) will lose the ability to redeem all such shares in excess of 20% of the public shares.

A public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 20% of the public shares. In order to determine whether a stockholder is acting in concert or as a group with another stockholder, CFAC will require each public stockholder seeking to exercise redemption rights to certify to it whether such stockholder is acting in concert or as a group with any other stockholder. Such certifications, together with other public information relating to stock ownership available to CFAC at that time, such as Section 13D, Section 13G and Section 16 filings under the Exchange Act, will be the sole basis on which CFAC makes the above-referenced determination. Your inability to redeem any such excess shares will reduce your influence over CFAC’s ability to consummate the business combination and you could suffer a material loss on your investment in CFAC if you sell such excess shares in open market transactions. Additionally, you will not receive redemption distributions with respect to such excess shares if CFAC consummates the business combination. As a result, you will continue to hold that number of shares aggregating to more than 20% of the public shares and, in order to dispose of such excess shares, would be required to sell your stock in open market transactions, potentially at a loss. CFAC cannot assure you that the value of such excess shares will appreciate over time following the business combination or that the market price of the public shares will exceed the per-share redemption price. Notwithstanding the foregoing, stockholders may challenge CFAC’s determination as to whether a stockholder is acting in concert or as a group with another stockholder in a court of competent jurisdiction.

However, CFAC’s stockholders’ ability to vote all of their shares (including such excess shares) for or against the business combination is not restricted by this limitation on redemption.

There is no guarantee that a stockholder’s decision whether to redeem its shares for a pro rata portion of the Trust Account will put the stockholder in a better future economic position.

CFAC can give no assurance as to the price at which a stockholder may be able to sell its public shares in the future following the completion of the business combination or any alternative business combination. Certain events following the consummation of any initial business combination, including the business combination, may cause an increase in CFAC’s share price, and may result in a lower value realized now than a stockholder of CFAC might realize in the future had the stockholder not redeemed its shares. Similarly, if a stockholder does not redeem its shares, the stockholder will bear the risk of ownership of the public shares after the consummation of any initial business combination, and there can be no assurance that a stockholder can sell its shares in the future for a greater amount than the redemption price set forth in this proxy statement. A stockholder should consult the stockholder’s own tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.

Risks if the Business Combination is not Consummated

If CFAC is not able to complete the business combination with GCM Grosvenor by December 17, 2020 (or if such date is extended at a duly called meeting of stockholders, such later date) nor able to complete another initial business combination by such date, CFAC would cease all operations except for the purpose of winding up and it would redeem its public shares and liquidate, in which case CFAC’s public stockholders may receive only $10.19 per share, or less than such amount in certain circumstances, and CFAC’s warrants will expire worthless.

If CFAC is not able to complete the business combination with GCM Grosvenor by December 17, 2020 (or if such date is extended at a duly called meeting of stockholders, such later date) nor able to complete another initial business combination by such date, CFAC will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of CFAC’s remaining stockholders and its board of directors, dissolve and liquidate, subject in each case to CFAC’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such case, CFAC’s public stockholders may receive only $10.19 per share, or less than $10.19 per share, on the redemption of their shares, and CFAC’s warrants will expire worthless.

You will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares or public warrants, potentially at a loss.

CFAC’s public stockholders will be entitled to receive funds from the Trust Account only upon the earlier to occur of: (1) the completion of CFAC’s initial business combination, and then only in connection with those shares of Class A common stock that such stockholder properly elected to redeem, subject to the limitations described herein; (2) the redemption of any public shares properly tendered in connection with a stockholder vote to amend CFAC’s amended and restated certificate of incorporation to modify the substance or timing of its obligation to redeem 100% of its public shares if CFAC does not complete its initial business combination within the required time period; and (3) the redemption of all of CFAC’s public shares if CFAC is unable to complete its initial business combination by December 17, 2020 (or if such date is extended at a duly called meeting of stockholders, such later date), subject to applicable law and as further described herein. In addition, if CFAC is unable to complete an initial business combination within the required time period for any reason, compliance with Delaware law may require that CFAC submits a plan of dissolution to CFAC’s then-existing stockholders for approval prior to the distribution of the proceeds held in the Trust Account. In that case, public stockholders may be forced to wait beyond the end of the required time period before they receive funds from the Trust Account. In no other circumstances will a public stockholder have any right or interest of any kind in the Trust Account. Holders of warrants will not have any right to the proceeds held in the Trust Account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares or public warrants, potentially at a loss.

If the funds not being held in the Trust Account are insufficient to allow CFAC to operate until at least December 17, 2020 (or if such date is extended at a duly called meeting of CFAC’s stockholders, such later date), CFAC may be unable to complete its initial business combination.

The funds available to CFAC outside of the Trust Account may not be sufficient to allow it to operate until December 17, 2020 (or if such date is extended at a duly called meeting of CFAC’s stockholders, such later date), assuming that CFAC’s initial business combination is not completed during that time. CFAC expects to incur significant costs in pursuit of its acquisition plans. However, its affiliates are not obligated to make loans to CFAC or invest in it in the future (other than investments required pursuant to the Forward Purchase Contract), and CFAC may not be able to raise additional financing from unaffiliated parties necessary to fund its expenses. Any such event in the future may negatively impact the analysis regarding CFAC’s ability to continue as a going concern at such time.

Of the funds available to CFAC, CFAC could use a portion of the funds to pay fees to consultants to assist CFAC with its search for a target business. CFAC could also use a portion of the funds as a down payment or to fund

a “no-shop” provision (a provision in letters of intent or Transaction Agreements designed to keep target businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed business combination, although CFAC does not have any current intention to do so. If CFAC entered into a letter of intent or transaction agreement where CFAC paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of CFAC’s breach or otherwise), CFAC might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business. If CFAC is unable to complete its initial business combination, its public stockholders may receive only approximately $10.19 per share, or less in certain circumstances, on the liquidation of the Trust Account and CFAC’s warrants will expire worthless. See “— If third parties bring claims against CFAC, the proceeds held in the Trust Account could be reduced and the per share redemption amount received by stockholders may be less than $10.19 per share” and other risk factors herein.

Risks Related to Our Organizational Structure After the Business Combination

Following the Closing, we will be a “controlled company” within the meaning of the Nasdaq listing standards and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to stockholders of companies that are subject to such requirements.

Following the Closing, the Key Holders will hold all of the GCM Class C common stock, which prior to the Sunset Date will entitle such holders to cast the lesser of 10 votes per share and the Class C Share Voting Amount, the latter of which is generally a number of votes per share equal to (1) (x) an amount of votes equal to 75% of the aggregate voting power of GCM PubCo’s capital stock (including for this purpose any Includible Shares), minus (y) the total voting power of GCM PubCo’s capital stock (other than the GCM Class C common stock) owned or controlled, directly or indirectly, by the Key Holders (including, any Includible Shares), divided by (2) the number of shares of GCM Class C common stock then outstanding. As a result, following the Closing, the Key Holders will control approximately 75% of the combined voting power of GCM PubCo’s common stock, and will control a majority of the voting power of GCM Pubco so long as the GCM Class C common stock represents at least 9.1% of GCM PubCo’s total common stock. As a result of the Key Holders’ holdings after the Closing, we will qualify as a “controlled company” within the meaning of the corporate governance standards of Nasdaq. Under these rules, a listed company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirement that (i) a majority of our board of directors consist of independent directors, (ii) we have a compensation committee that is composed entirely of independent directors and (iii) director nominees be selected or recommended to the board by independent directors.

We expect to rely on these exemptions after the Closing. As a result, we will not have a majority of independent directors, we will not have a compensation committee consisting entirely of independent directors and our directors will not be nominated or selected solely by independent directors. Accordingly, holders of GCM Class A common stock will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of Nasdaq.

The multi-class structure of GCM PubCo’s common stock will have the effect of concentrating voting power with GCM PubCo’s Chief Executive Officer, which will limit an investor’s ability to influence the outcome of important transactions, including a change of control.

Following the Transactions, holders of shares of GCM Class A common stock will be entitled to cast one vote per share of GCM Class A common stock while holders of shares of GCM Class C common stock will, (1) prior to the Sunset Date, be entitled to cast the lesser of (x) 10 votes per share and (y) the Class C Share Voting Amount and (2) from and after the Sunset Date, be entitled to cast one vote per share. Following the Closing, the Key Holders will control approximately 75% of the combined voting power of GCM PubCo’s common stock as a result of their ownership of all of the GCM Class C common stock. Accordingly, while GCM PubCo does not intend to issue additional GCM Class C common stock in the future following the Transactions, Mr. Sacks, through his control of GCM V, will be able to exercise control over all matters requiring our stockholders’ approval, including the election of our directors, amendments of our organizational documents and any merger, consolidation, sale of all or substantially all of our assets or other major corporate transactions. Mr. Sacks may have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests. This concentrated control may have the effect of delaying, preventing or deterring a change in control of GCM PubCo, could deprive our stockholders of

an opportunity to receive a premium for their capital stock as part of a sale of GCM PubCo, and might ultimately affect the market price of shares of GCM Class A common stock. For information about our multi-class class structure, see the section titled “Description of GCM PubCo Securities.”

We cannot predict the impact GCM PubCo’s multi-class structure may have on the stock price of GCM Class A common stock.

We cannot predict whether GCM PubCo’s multi-class structure will result in a lower or more volatile market price of GCM Class A common stock or in adverse publicity or other adverse consequences. For example, certain index providers have announced restrictions on including companies with multiple-class share structures in certain of their indices. In July 2017, FTSE Russell and S&P Dow Jones announced that they would cease to allow most newly public companies utilizing dual or multi-class capital structures to be included in their indices. Affected indices include the Russell 2000 and the S&P 500, S&P MidCap 400 and S&P SmallCap 600, which together make up the S&P Composite 1500. Beginning in 2017, MSCI, a leading stock index provider, opened public consultations on their treatment of no-vote and multi-class structures and temporarily barred new multi-class listings from certain of its indices; however, in October 2018, MSCI announced its decision to include equity securities “with unequal voting structures” in its indices and to launch a new index that specifically includes voting rights in its eligibility criteria. Under the announced policies, our multi-class capital structure would make us ineligible for inclusion in certain indices, and as a result, mutual funds, exchange-traded funds and other investment vehicles that attempt to passively track those indices will not be investing in our stock. These policies are still fairly new and it is as of yet unclear what effect, if any, they will have on the valuations of publicly traded companies excluded from the indices, but it is possible that they may depress these valuations compared to those of other similar companies that are included. Because of our multi-class structure, we will likely be excluded from certain of these indices and we cannot assure you that other stock indices will not take similar actions. Given the sustained flow of investment funds into passive strategies that seek to track certain indices, exclusion from stock indices would likely preclude investment by many of these funds and could make shares of GCM Class A common stock less attractive to other investors. As a result, the market price of shares of GCM Class A common stock could be adversely affected.

Our only material asset will be our interest in GCMH, and we are accordingly dependent upon distributions from GCMH to pay dividends, taxes and other expenses.

GCM PubCo will be a holding company with no material assets other than its indirect ownership of equity interests in GCMH and certain deferred tax assets. As such, GCM PubCo will not have any independent means of generating revenue. We intend to cause GCMH to make distributions to its members, including us, in an amount at least sufficient to allow us to pay all applicable taxes, to make payments under the Tax Receivable Agreement we will enter upon Closing with the TRA Parties, and to pay our corporate and other overhead expenses. To the extent that GCM PubCo needs funds, and GCMH is restricted from making such distributions under applicable laws or regulations, or is otherwise unable to provide such funds, it could materially and adversely affect our liquidity and financial condition.

We will be required to pay over to the GCMH Equityholders most of the tax benefits we receive from tax basis step-ups attributable to our acquisition of Grosvenor common units and certain other tax attributes, and the amount of those payments could be substantial.

In connection with the Closing, we will enter into the Tax Receivable Agreement with the GCMH Equityholders (the GCMH Equityholders, and their successors and assigns with respect to the Tax Receivable Agreement, the “TRA Parties”), pursuant to which we will generally pay them 85% of the amount of the tax savings, if any, that we realize (or, under certain circumstances, are deemed to realize) as a result of increases in tax basis (and certain other tax benefits) resulting from our acquisition of equity interests in GCMH (including in connection with the business combination, and with future exchanges of Grosvenor common units for Class A common stock or cash), from certain existing tax basis in the assets of GCMH and its Subsidiaries, and from certain deductions arising from payments made in connection with the Tax Receivable Agreement. The term of the Tax Receivable Agreement will commence upon the Closing and will continue until all benefits that are subject to the Tax Receivable Agreement have been utilized or expired, subject to the potential acceleration of our obligations under the Tax Receivable Agreement that is discussed below. The Tax Receivable Agreement will make certain simplifying assumptions regarding the determination of the tax savings that we realize or are deemed to realize from applicable tax attributes (including use of an assumed state and local income tax rate), which may result in payments pursuant to the Tax Receivable Agreement in excess of those that would result if such assumptions were not made and therefore in excess of 85% of our actual tax savings.

The actual increases in tax basis arising from our acquisition of interests in GCMH, as well as the amount and timing of any payments under the Tax Receivable Agreement, will vary depending on a number of factors, including, but not limited to, the price of GCM Class A common stock at the time of the purchase or exchange, the timing of any future exchanges, the extent to which exchanges are taxable, the amount and timing of our income and the tax rates then applicable.

We expect that the payments that we are required to make under the Tax Receivable Agreement could be substantial. If all of the GCMH Equityholders were to exchange their equity interests in Grosvenor common units for GCM Class A common stock, GCM PubCo would recognize a liability of approximately $402.2 million, assuming (i) all exchanges occurred on the same day; (ii) a price of $10 per share; (iii) a constant corporate tax rate of 24.555%; (iv) we will have sufficient taxable income to fully utilize the tax benefits; and (v) no material changes in tax law. These amounts are estimates and have been prepared for informational purposes only and assuming no redemptions of shares of CFAC Class A common stock in connection with the business combination. The actual amount of liabilities that GCM PubCo will recognize in connection with the Tax Receivable Agreement will differ based on a number of different factors, as discussed above.

The TRA Parties will not reimburse us for any payments previously made if any covered tax benefits are subsequently disallowed, except that excess payments made to the TRA Parties will be netted against future payments that would otherwise be made under the Tax Receivable Agreement. It is possible that the Internal Revenue Service might challenge our tax positions claiming benefits with respect to the Basis Assets, or may make adjustments to our taxable income that would affect our liabilities pursuant to the Tax Receivable Agreement. We could make payments to the TRA Parties under the Tax Receivable Agreement that are greater than our actual tax savings and may not be able to recoup those payments, which could negatively impact our liquidity. The payments under the Tax Receivable Agreement are not conditioned upon any TRA Party’s continued ownership of us.

The Tax Receivable Agreement provides that in the case of certain changes of control, or at the election of a representative of the TRA Parties (the “TRA Party Representative”) upon a material breach of our obligations under the Tax Receivable Agreement or upon the occurrence of certain credit-related events, our obligations under the Tax Receivable Agreement will be accelerated. If our obligations under the Tax Receivable Agreement are accelerated, we will be required to make a payment to the TRA Parties in an amount equal to the present value of future payments under the Tax Receivable Agreement, calculated utilizing certain assumptions. Those assumptions will include the assumptions that the TRA Parties will have exchanged all of their Grosvenor common units, and that we will have sufficient taxable income to utilize any tax deductions arising from the covered tax attributes in the earliest year they become available. If our obligations under the Tax Receivable Agreement are accelerated, those obligations could have a substantial negative impact on our, or a potential acquiror’s liquidity, and could have the effect of delaying, deferring, modifying or preventing certain mergers, business combinations or other changes of control. These provisions could also result in situations where the TRA Parties have interests that differ from or are in addition to those of our other equityholders. In addition, we could be required to make payments under the Tax Receivable Agreement that are substantial, significantly in advance of any potential actual realization of such tax benefits, and in excess of our, or a potential acquiror’s, actual tax savings, and in some cases involving a change of control we could be required to make payments even in the absence of any actual increases in tax basis or benefit from existing tax basis.

In certain circumstances, GCMH will be required to make distributions to us and the GCMH Equityholders, and the distributions that GCMH will be required to make may be substantial and may be made in a manner that is not pro rata among the holders of Grosvenor common units.

GCMH is treated, and will continue to be treated, as a partnership for U.S. federal income tax purposes and, as such, generally is not subject to U.S. federal income tax. Instead, its taxable income is generally allocated to its members, including us. Pursuant to the A&R LLLPA, following the Closing, GCMH will make cash distributions, or tax distributions, to the members, including us, calculated using an assumed tax rate, to provide liquidity to its members to pay taxes on such member’s allocable share of the cumulative taxable income, reduced by cumulative taxable losses. Under applicable tax rules, GCMH will be required to allocate net taxable income disproportionately to its members in certain circumstances. Because tax distributions may be made on a pro rata basis to all members and such tax distributions may be determined based on the member who is allocated the largest amount of taxable income on a per GCMH Common Unit basis and an assumed tax rate that is the highest tax rate applicable to any member, GCMH may be required to make tax distributions that, in the aggregate, exceed the amount of taxes that GCMH would have paid if it were taxed on its net income at the assumed rate.

As a result of (i) potential differences in the amount of net taxable income allocable to us and to the GCMH Equityholders, (ii) the lower tax rate applicable to corporations than individuals and (iii) the use of an assumed tax rate in calculating GCMH’s distribution obligations, we may receive distributions significantly in excess of our tax liabilities and obligations to make payments under the Tax Receivable Agreement. If we do not distribute such cash balances as dividends on GCM Class A common stock and instead, for example, hold such cash balances or lend them to GCMH, the GCMH Equityholders would benefit from any value attributable to such accumulated cash balances as a result of their right to acquire shares of GCM Class A common stock or, at our election, an amount of cash equal to the fair market value thereof, in exchange for their Grosvenor common units. We will have no obligation to distribute such cash balances to our stockholders, and no adjustments will be made to the consideration provided to an exchanging holder in connection with a direct exchange or redemption of Grosvenor common units under the A&R LLLPA as a result of any retention of cash by GCM PubCo.

The A&R LLLPA provides Holdings with an option to reduce the pro rata tax distributions otherwise required to be made to the members of GCMH, provided that in no event may the amount of such tax distributions be reduced below the amount required to permit GCM PubCo to pay its actual tax liabilities and its obligations under the Tax Receivable Agreement. If the tax liabilities of the GCMH Equityholders attributable to allocations from GCMH (calculated utilizing assumptions similar to those described above) are in excess of the reduced pro rata tax distributions made to the members of GCMH, then GCMH will generally make non-pro rata tax distributions to such members in an amount sufficient to permit them to pay such tax liabilities. Any such non-pro rata tax distributions would be treated as advances against other distributions to which the applicable members would be entitled under the A&R LLLPA. In addition, if any such advances have not been recouped via offset against other distributions from GCMH at the time that associated Grosvenor common units are transferred (including as a result of a direct exchange or redemption of Grosvenor common units under the A&R LLLPA) then the applicable transferring member will generally be required to repay the amount of the advance associated with such Grosvenor common units within fifteen days following the transfer. This arrangement could result in the non-GCM PubCo members of GCMH receiving cash via tax distributions in a manner that is not pro rata with, and that is in advance of, cash distributions made to GCM PubCo. No interest will be charged with respect to any such tax distributions that are treated as advances to non-GCM PubCo members of GCMH.

We may bear certain tax liabilities that are attributable to audit adjustments for taxable periods (or portions thereof) ending prior to the business combination, or that are disproportionate to our ownership interest in GCMH in the taxable period for which the relevant adjustment is imposed.

Pursuant to certain provisions of the Code enacted as part of the Bipartisan Budget Act of 2015 (such provisions, the “Partnership Tax Audit Rules”), partnerships (and not the partners of the partnerships) can be subject to U.S. federal income taxes (and any related interest and penalties) resulting from adjustments made pursuant to an IRS audit or judicial proceedings to the items of income, gain, loss, deduction, or credit shown on the partnership’s tax return (or how such items are allocated among the partners), notwithstanding the fact that absent such adjustments liability for taxes on partnership income is borne by the partners rather than the partnership.

Under the Partnership Tax Audit Rules, a partnership’s liability for taxes may be reduced or avoided in certain circumstances depending on the status or actions of its partners. For example, if partners agree to amend their tax returns and pay the resulting taxes, the partnership’s liability can be reduced. Partnerships also may be able to make elections to “push out” the tax liability resulting from the adjustment to the persons who were partners in the prior taxable year that is the subject of the adjustment, and, as a result, avoid having the relevant liability paid at the partnership-level and instead be borne by the persons who are partners at the time the relevant liability is paid.

Following the business combination, Holdings will be entitled to direct whether or not GCMH or its subsidiaries will make the “push out” election described above for adjustments attributable to taxable periods (or portions thereof) ending on or prior to the date of the business combination, and whether any such entity will pay any applicable liability at the entity level. Furthermore, although the Partnership Tax Audit Rules generally apply only to adjustments with respect to 2018 and later years, Holdings is entitled to direct GCMH to elect the application of these rules to 2016 and 2017. The provisions of the A&R LLLPA will prohibit GCMH from seeking indemnification or other recoveries from the GCMH Equityholders in respect of such liabilities. With respect to Holdings’ exercise of this authority, Holdings’ interests will generally differ from the interests of our other shareholders. Moreover, with respect to taxable periods beginning after the business combination, there is no requirement that GCMH or any of its subsidiaries make any “push-out” election. We accordingly may be required to bear a share of any taxes, interest, or penalties associated with any adjustments to applicable tax returns that exceeds our proportionate share of such liabilities based on our

ownership interest in GCMH in the taxable period for which such adjustments are imposed (including periods prior to the effective date of the business combination during which we had no interest in GCMH), which could have an adverse effect on our operating results and financial condition.

If we were deemed an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”) following the Closing, applicable restrictions could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business.

An issuer will generally be deemed to be an “investment company” for purposes of the Investment Company Act if:

•        it is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities; or

•        absent an applicable exemption, it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis.

We believe that we are engaged primarily in the business of providing asset management services and not primarily in the business of investing, reinvesting or trading in securities. We also believe that the primary source of income from each of our businesses is properly characterized as income earned in exchange for the provision of services. We hold ourselves out as an asset management firm and do not propose to engage primarily in the business of investing, reinvesting or trading in securities. Accordingly, we do not believe that either we or GCMH is an “orthodox” investment company as defined in section 3(a)(1)(A) of the Investment Company Act and described in the first bullet point above. GCMH’s primary asset is its fee revenue. GCMH also has interests in certain wholly owned and non-wholly owned subsidiaries, certain of which in turn have no significant assets other than interests in the specialized funds we sponsor that are made in connection with our investment advisory business operations and serve to align our interests with those of our clients. We do not believe the equity interests of GCMH in its subsidiaries or the interests in our funds held by our subsidiaries are investment securities. Following the Closing, our unconsolidated assets will consist primarily of cash, a deferred tax asset and Grosvenor common units, which represent the managing member interest in GCMH. We will be the sole managing member of GCMH. As managing member, we will exercise complete control over GCMH. As such, we do not believe our managing member interest in GCMH will be an investment security. Therefore, we believe that less than 40% of our total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis following the Closing will comprise assets that could be considered investment securities. Accordingly, we do not believe we will be an inadvertent investment company by virtue of the 40% test in section 3(a)(1)(C) of the Investment Company Act as described in the second bullet point above. In addition, we believe we will not be an investment company under section 3(b)(1) of the Investment Company Act because we will be primarily engaged in a non-investment company business.

The Investment Company Act and the rules thereunder contain detailed parameters for the organization and operations of investment companies. Among other things, the Investment Company Act and the rules thereunder limit or prohibit transactions with affiliates, impose limitations on the issuance of debt and equity securities, prohibit the issuance of stock options, and impose certain governance requirements. Following the Closing, we intend to continue to conduct our operations so that we will not be deemed to be an investment company under the Investment Company Act. However, if anything were to happen that would cause us to be deemed to be an investment company under the Investment Company Act, requirements imposed by the Investment Company Act, including limitations on our capital structure, ability to transact business with affiliates (including GCMH) and ability to compensate key employees, could make it impractical for us to continue our business as currently conducted, impair the agreements and arrangements between and among GCMH, us or our senior management team, or any combination thereof and materially and adversely affect our business, financial condition and results of operations.

A change of control of our Company could result in an assignment of our investment advisory agreements.

Under the Advisers Act, each of the investment advisory agreements for the funds and other accounts we manage must provide that it may not be assigned without the consent of the particular fund or other client. An assignment may occur under the Advisers Act if, among other things, GCMH undergoes a change of control. From and after the Sunset Date, each share of GCM Class C common stock will entitle the record holder thereof to one vote per share instead of potentially multiple votes per share and the Key Holders will no longer control the appointment of directors or be able

to direct the vote on all matters that are submitted to our stockholders for a vote. Prior to the Sunset Date, Mr. Sacks, the beneficial holder of approximately 75% of the combined voting power of GCM PubCo’s common stock as of the Closing through his ownership of GCM V, may die or become disabled. These events could be deemed a change of control of GCMH, and thus an assignment. If such an assignment occurs, we cannot be certain that GCMH will be able to obtain the necessary consents from our funds and other clients, which could cause us to lose the management fees and performance fees we earn from such funds and other clients.

Because members of our senior management team will hold most or all of their economic interest in GCMH through other entities, conflicts of interest may arise between them and holders of shares of GCM Class A common stock or us.

Because members of our senior management team will hold most or all of their economic interest in GCMH directly through holding companies rather than through ownership of shares of GCM Class A common stock following the Closing, they may have interests that will not align with, or conflict with, those of the holders of GCM Class A common stock or with us. For example, members of our senior management team may have different tax positions from those of GCM PubCo and/or GCM Class A common stockholders, which could influence their decisions regarding whether and when to enter into certain transactions or dispose of assets, whether and when to incur new or refinance existing indebtedness, and whether and when we should terminate the Tax Receivable Agreement and accelerate the obligations thereunder. In addition, the structuring of future transactions and investments may take into consideration the members’ tax considerations even where no similar benefit would accrue to GCM PubCo.

Following the business combination, we expect to continue to pay dividends to our stockholders, but our ability to do so is subject to the discretion of our board of directors and may be limited by our holding company structure and applicable provisions of Delaware law.

Although we expect to pay cash dividends to our stockholders following the business combination, our board of directors may, in its discretion, increase or decrease the level of dividends or discontinue the payment of dividends entirely. In addition, as a holding company, we are dependent upon the ability of GCMH to generate earnings and cash flows and distribute them to us so that we may pay our obligations and expenses (including our taxes and payments under the Tax Receivable Agreement) and pay dividends to our stockholders. We expect to cause GCMH to make distributions to its members, including us. However, the ability of GCMH to make such distributions will be subject to its operating results, cash requirements and financial condition, restrictive covenants in our debt instruments and applicable Delaware law (which may limit the amount of funds available for distribution to its members). Our ability to declare and pay dividends to our stockholders is likewise subject to Delaware law (which may limit the amount of funds available for dividends). If, as a consequence of these various limitations and restrictions, we are unable to generate sufficient distributions from our business, we may not be able to make, or may be required to reduce or eliminate, the payment of dividends on GCM Class A common stock.

Risks Related to Being a Public Company

The market price and trading volume of our securities may be volatile and could decline significantly following the business combination.

Securities markets worldwide experience significant price and volume fluctuations. This market volatility, as well as general economic, market or political conditions, could reduce the market price of GCM Class A common stock and warrants in spite of our operating performance. We cannot assure you that the market price of GCM Class A common stock and warrants will not fluctuate widely or decline significantly in the future in response to a number of factors, including, among others, the following:

•        the realization of any of the risk factors presented in this proxy statement/prospectus;

•        reductions or lack of growth in our assets under management, whether due to poor investment performance by our funds or redemptions by investors in our funds;

•        difficult global market and economic conditions;

•        loss of investor confidence in the global financial markets and investing in general and in alternative asset managers in particular;

•        competitively adverse actions taken by other fund managers with respect to pricing, fund structure, redemptions, employee recruiting and compensation;

•        inability to attract, retain or motivate our active executive managing directors, investment professionals, managing directors or other key personnel;

•        inability to refinance or replace our Senior Secured Credit Facilities either on acceptable terms or at all;

•        adverse market reaction to indebtedness we may incur, securities we may grant under our 2020 Plan or otherwise, or any other securities we may issue in the future, including shares of GCM Class A common stock;

•        unanticipated variations in our quarterly operating results or dividends;

•        failure to meet securities analysts’ earnings estimates;

•        publication of negative or inaccurate research reports about us or the asset management industry or the failure of securities analysts to provide adequate coverage of GCM Class A common stock in the future;

•        changes in market valuations of similar companies;

•        speculation in the press or investment community about our business;

•        additional or unexpected changes or proposed changes in laws or regulations or differing interpretations thereof affecting our business or enforcement of these laws and regulations, or announcements relating to these matters;

•        increases in in compliance or enforcement inquiries and investigations by regulatory authorities, including as a result of regulations mandated by the Dodd-Frank Act and other initiatives of various regulators that have jurisdiction over us related to the alternative asset management industry; and

•        adverse publicity about the alternative asset management industry.

In the past, companies that have experienced volatility in the market price of their securities have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert our management’s attention from other business concerns, which could harm our business.

We may be subject to securities class action litigation, which may harm our business, financial condition and results of operations.

Companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and damages, and divert management’s attention from other business concerns, which could seriously harm our business, financial condition and results of operations.

We may also be called on to defend ourselves against lawsuits relating to our business operations. Some of these claims may seek significant damage amounts due to the nature of our business. Due to the inherent uncertainties of litigation, we cannot accurately predict the ultimate outcome of any such proceedings. A future on-payment outcome in a legal proceeding could have an adverse impact on our business, financial condition and results of operations. In addition, current and future litigation, regardless of its merits, could result in substantial legal fees, settlement or judgment costs and a diversion of management’s attention and resources that are needed to successfully run our business.

Failure to establish and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and stock price.

Following the business combination, we will be required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which require management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of controls over financial reporting. Additionally, once we no longer qualify as an “emerging growth company,” we will be required

to have our independent registered public accounting firm provide an attestation report on the effectiveness of our internal control over financial reporting. An adverse report may be issued in the event our independent registered public accounting firm is not satisfied with the level at which our controls are documented, designed or operating.

A material weakness is a deficiency, or combination of deficiencies, in internal controls, such that there is a reasonable possibility that a material misstatement of the entity’s financial statements will not be prevented, or detected and corrected on a timely basis. A significant deficiency is a deficiency, or combination of deficiencies, in internal controls that is less severe than a material weakness, yet important enough to merit attention by those charged with governance. When evaluating our internal control over financial reporting, we may identify material weaknesses that we may not be able to remediate in time to meet the applicable deadline imposed upon us for compliance with the requirements of Section 404. If we identify any material weaknesses in our internal control over financial reporting or are unable to comply with the requirements of Section 404 in a timely manner or assert that our internal control over financial reporting is ineffective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting, we could fail to meet our reporting obligations or be required to restate our financial statements for prior periods. Investors may also lose confidence in the accuracy and completeness of our financial reports, the market price of GCM Class A common stock and warrants could be negatively affected, and we could become subject to investigations by Nasdaq, the SEC or other regulatory authorities, which would require additional financial and management resources.

The obligations associated with being a public company will involve significant expenses and will require significant resources and management attention, which may divert from our business operations.

As a public company, we will be subject to the reporting requirements of the Exchange Act and the Sarbanes-Oxley Act. The Exchange Act requires the filing of annual, quarterly and current reports with respect to a public company’s business and financial condition. The Sarbanes-Oxley Act requires, among other things, that a public company establish and maintain effective internal control over financial reporting. As a result, we will incur significant legal, accounting and other expenses that GCMH did not incur prior to the business combination. Our management team and many of our other employees will need to devote substantial time to compliance, and may not effectively or efficiently manage our transition into a public company.

These rules and regulations will result in us incurring substantial legal and financial compliance costs and will make some activities more time-consuming and costly. For example, these rules and regulations will likely make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be difficult for us to attract and retain qualified people to serve on our board of directors, our board committees or as executive officers.

We are an emerging growth company, and any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to emerging growth companies could make GCM Class A common stock less attractive to investors.

We are an emerging growth company, and, for as long as we continue to be an emerging growth company, we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies but not to “emerging growth companies,” including:

•        not being required to have our independent registered public accounting firm audit our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act;

•        reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and

•        exemptions from the requirements of holding a nonbinding advisory vote on executive compensation or golden parachute payments not previously approved.

Our status as an emerging growth company will end as soon as any of the following takes place:

•        the last day of the fiscal year in which we have more than $1.07 billion in annual revenue;

•        the date we qualify as a “large accelerated filer,” with at least $700 million of equity securities held by non-affiliates;

•        the date on which we have issued, in any three-year period, more than $1.0 billion in non-convertible debt securities; or

•        the last day of the fiscal year ending after the fifth anniversary of CFAC’s initial public offering.

We cannot predict if investors will find our securities less attractive after the business combination if we choose to rely on any of the exemptions afforded emerging growth companies. If some investors find our securities stock less attractive because we rely on any of these exemptions, there may be a less active trading market for our securities and the market price of those securities may be more volatile.

Further, the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a registration statement under the Securities Act declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company, which is neither an emerging growth company nor a company that has opted out of using the extended transition period difficult because of the potential differences in accounting standards used.

A significant portion of our total outstanding shares of GCM Class A common stock (or shares of GCM Class A common stock that may be issued in the future pursuant to the exchange or redemption of Grosvenor common units) are restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of GCM Class A common stock to drop significantly, even if our business is doing well.

Subject to certain exceptions, pursuant to the Stockholders’ Agreement, the voting parties are contractually restricted during the Lock-up Period from transferring any lock-up shares; provided that each of the voting parties may transfer one-third of their lock-up shares during the period beginning on the first anniversary of the Closing Date and ending on the second anniversary of the Closing Date and an additional one-third of their lock-up shares during the period beginning on the second anniversary of the Closing Date and ending on the third anniversary of the Closing Date). Additionally, subject to certain exceptions, pursuant to the Sponsor Support Agreement, the Sponsor is contractually restricted during the Lock-Up Period from transferring any lock-up shares; provided that the Sponsor may transfer one-third of the number of lock-up shares beneficially owned by the Sponsor as of immediately following the Closing during the period beginning on the first anniversary of the Closing Date and ending 180 days following the first anniversary of the Closing Date.

Following the expiration of the Lock-up Period, neither the voting parties nor the Sponsor will be restricted from selling shares of GCM Class A common stock held by them or that may be received by them in exchange for Grosvenor common units, GCM Class C common stock or warrants, as the case may be, other than by applicable securities laws. As such, sales of a substantial number of shares of GCM Class A common stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of GCM Class A common stock. Upon completion of the business combination, GCM V, the Sponsor and the PIPE Investors will collectively own approximately 89% of GCM PubCo’s outstanding common stock and the GCMH Equityholders will, in turn, own approximately 74% of the Grosvenor common units, assuming that no additional public stockholders redeem their public shares in connection with the business combination. Assuming redemption of approximately an additional 13,874,445 public shares (which is the estimated number of public shares that could be redeemed in connection with the business combination, in the aggregate, in order for the Trust Account to meet the Minimum Available CFAC Cash Amount, in each case at approximately $10.36 per share (based on Trust Account figures as of June 30, 2020)) are redeemed in connection with the business combination, in the aggregate, the collective ownership of GCM V, the Sponsor and the PIPE Investors would rise to 95.9% of GCM PubCo’s outstanding common stock and the ownership of Grosvenor common units by the GCMH Equityholders would rise to 79.8% of the outstanding Grosvenor common units.

As restrictions on resale end and registration statements for the sale of shares of GCM Class A common stock and warrants by the parties to the Registration Rights Agreement are available for use, the sale or possibility of sale of these shares of GCM Class A common stock and warrants could have the effect of increasing the volatility in the market price of GCM Class A common stock or warrants, or decreasing the market price itself.

Warrants will become exercisable for GCM Class A common stock, which will increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.

Following the Closing, there will be 23,893,809 outstanding warrants to purchase 23,893,809 shares of GCM Class A common stock at an exercise price of $11.50 per share, which warrants will become exercisable 30 days following the Closing. To the extent such warrants are exercised, additional shares of GCM Class A common stock will be issued, which will result in dilution to the holders of GCM Class A common stock and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market or the fact that such warrants may be exercised could adversely affect the market price of GCM Class A common stock.

An active trading market for our securities may not develop or be maintained.

We can provide no assurance that an active trading market for GCM Class A common stock and warrants will develop after the Closing, or, if such a market develops, that we will be able to maintain an active trading market for those securities on Nasdaq or any other exchange in the future. If an active market for our securities does not develop or is not maintained after the business combination, or if we fail to satisfy the continued listing standards of Nasdaq for any reason and our securities are delisted, it may be difficult for our security holders to sell their securities without depressing the market price for the securities or at all. An inactive trading market may also impair our ability to both raise capital by selling shares of capital stock and acquire other complementary products, technologies or businesses by using our shares of capital stock as consideration.

Securities analysts may not publish favorable research or reports about our business or may publish no information at all, which could cause our stock price or trading volume to decline.

The trading market for our securities will be influenced to some extent by the research and reports that industry or financial analysts publish about us and our business. We will not control these analysts, and the analysts who publish information about our company may have relatively little experience with us or our industry, which could affect their ability to accurately forecast our results and could make it more likely that we fail to meet their estimates. In the event we obtain securities or industry analyst coverage, if any of the analysts who cover us provide inaccurate or on-payment research or issue an adverse opinion regarding our stock price, our stock price could decline. If one or more of these analysts cease coverage of us or fail to publish reports covering us regularly, we could lose visibility in the market, which in turn could cause our stock price or trading volume to decline.

We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 65% of the then outstanding public warrants. As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and the number of shares of GCM Class A common stock purchasable upon exercise of a warrant could be decreased, all without a warrant holder’s approval.

Our warrants are issued in registered form under a warrant agreement (the “Warrant Agreement”) between Continental Stock Transfer & Trust Company, as warrant agent, and CFAC. The Warrant Agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 65% of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 65% of the then outstanding public warrants approve of such amendment. Although our ability to amend the terms of the public warrants with the consent of at least 65% of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash or GCM Class A common stock, shorten the exercise period or decrease the number of shares of GCM Class A common stock purchasable upon exercise of a warrant.

Registration of the shares of GCM Class A common stock issuable upon exercise of the warrants under the Securities Act may not be in place when an investor desires to exercise warrants.

Under the terms of the Warrant Agreement, we have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use our commercially reasonable best efforts to file with the SEC a registration statement for the registration under the Securities Act of the shares of GCM Class A common stock issuable upon exercise of the warrants and thereafter will use our commercially reasonable best efforts to cause the same to become effective within 60 business days following our initial business combination and to maintain a current prospectus relating to the GCM Class A common stock issuable upon exercise of the warrants, until the expiration of the warrants in accordance with the provisions of the Warrant Agreement. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order. If the shares issuable upon exercise of the warrants are not registered under the Securities Act, we will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if the GCM Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, and in the event we do not so elect, we will use our commercially reasonable best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In no event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under applicable state securities laws and there is no exemption available. If the issuance of the shares of GCM Class A common stock upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the shares of GCM Class A common stock included in the units. If and when the warrants become redeemable by us, we may not exercise our redemption right if the issuance of shares of GCM Class A common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification.

We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to warrant holders, thereby making their warrants worthless.

We have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of GCM Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date on which we give proper notice of such redemption and provided certain other conditions are met. If and when the warrants become redeemable by us, we may not exercise our redemption right if the issuance of shares of GCM Class A common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification. We will use our commercially reasonable best efforts to register or qualify such shares of GCM Class A common stock under the blue sky laws of the state of residence in those states in which the warrants were offered by us in CFAC’s initial public offering. Redemption of the outstanding warrants could force you to: (i) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants.

None of the warrants issued to the Sponsor in a private placement that occurred concurrently with CFAC’s initial public offering will be redeemable by us so long as they are held by the Sponsor or its permitted transferees.

Provisions in our organizational documents and certain rules imposed by regulatory authorities may delay or prevent our acquisition by a third-party.

The GCM PubCo Amended and Restated Charter and GCM PubCo Amended and Restated Bylaws will contain several provisions that may make it more difficult or expensive for a third-party to acquire control of us without the approval of our board of directors. These provisions, which may delay, prevent or deter a merger, acquisition, tender offer, proxy contest or other transaction that stockholders may consider favorable, include the following:

•        the fact that the GCM Class C common stock may be entitled to multiple votes per share until (i) such share of GCM Class C common stock is canceled/redeemed for no consideration upon, subject to certain exceptions, (ii) the disposition of (a) the Grosvenor common units and (b) the shares of GCM Class A common stock (as a result of a redemption of Grosvenor common units) paired with such GCM Class C common stock, as applicable, and (iii) with respect to all shares of GCM Class C common stock, the Sunset Date;

•        the sole ability of directors to fill a vacancy on the board of directors;

•        advance notice requirements for stockholder proposals and director nominations;

•        after GCM PubCo no longer qualifies as a “controlled company” under Nasdaq Listing Rule 5605(c)(1), provisions limiting stockholders’ ability to call special meetings of stockholders, to require special meetings of stockholders to be called and to take action by written consent; and

•        the ability of our governing body to designate the terms of and issue new series of preferred stock without stockholder approval, which could be used, among other things, to institute a rights plan that would have the effect of significantly diluting the stock ownership of a potential hostile acquirer, likely preventing acquisitions that have not been approved by our governing body.

These provisions of the GCM PubCo Amended and Restated Charter and GCM PubCo Amended and Restated Bylaws could discourage potential takeover attempts and reduce the price that investors might be willing to pay for shares of GCM Class A common stock in the future, which could reduce the market price of GCM Class A common stock. For more information, see “Description of GCM PubCo Securities.”

In the event of a merger, consolidation or tender or exchange offer, holders of GCM Class A common stock will not be entitled to receive excess economic consideration for their shares over that payable to the holders of GCM Class B common stock.

No shares of GCM Class B common stock, the primary purpose of which is to be available for issuance in connection with acquisitions, joint ventures, investments or other commercial arrangements, will be issued and outstanding upon the Closing. If we choose to issue GCM Class B common stock in the future, the holders of GCM Class A common stock will not be entitled to receive economic consideration for their shares in excess of that payable to the holders of the then outstanding shares of GCM Class B common stock in the event of a merger, consolidation or tender or exchange offer, even though GCM Class B common stock does not have the right to vote. This would result in a lesser payment to the holders of GCM Class A common stock than if there are no shares of GCM Class B common stock outstanding at the time of such merger, consolidation or tender or exchange offer. For more information, see “Description of GCM PubCo Securities.”

The provisions of the proposed GCM PubCo Amended and Restated Charter requiring exclusive forum in the Court of Chancery of the State of Delaware and the federal district courts of the United States for certain types of lawsuits may have the effect of discouraging lawsuits against its directors and officers.

The proposed GCM PubCo Amended and Restated Charter provides that, to the fullest extent permitted by law, and unless we provide notice in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of its directors, officers, employees or agents to us or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, the GCM PubCo Amended and Restated Charter or GCM PubCo Amended and Restated Bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware or (iv) any action asserting a claim governed by the internal affairs doctrine, in each such case subject to such Court of Chancery having personal jurisdiction over

•        You can attend the special meeting and vote in person even if you have previously voted by submitting a proxy pursuant to any of the methods noted above. You will be given a ballot when you arrive. However, if your shares of CFAC Class A common stock or CFAC Class B common stock are held in the name of your broker, bank or other nominee, you must get a proxy from the broker, bank or other nominee. That is the only way we can be sure that the broker, bank or nominee has not already voted your shares of CFAC Class A common stock or CFAC Class B common stock.

Revoking Your Proxy

If you give a proxy, you may revoke it at any time before the special meeting or at such meeting by doing any one of the following:

•        you may send another proxy card with a later date;

•        you may notify CFAC’s secretary, in writing, before the special meeting that you have revoked your proxy; or

•        you may attend the special meeting, revoke your proxy, and vote in person, as indicated above.

No Additional Matters May Be Presented at the Special Meeting

The special meeting has been called to consider only the approval of the Business Combination Proposal, the Organizational Documents Proposals, the Nasdaq Proposal, the 2020 Plan Proposal and the Adjournment Proposal. Under our bylaws, other than procedural matters incident to the conduct of the special meeting, no other matters may be considered at the special meeting if they are not included in this proxy statement/prospectus, which serves as the notice of the special meeting.

Who Can Answer Your Questions About Voting Your Shares

If you have any questions about how to vote or direct a vote in respect of your shares of CFAC Class A common stock or CFAC Class B common stock, you may call           , our proxy solicitor, at            (banks and brokerage firms, please call collect:           ).

Redemption Rights

Under CFAC’s certificate of incorporation, any holders of CFAC Class A common stock may elect that such shares be redeemed in exchange for a pro rata share of the aggregate amount on deposit in the Trust Account, including interest but net of franchise and income taxes payable, calculated as of two (2) business days prior to the Closing. If demand is properly made and the business combination is consummated, these shares, immediately prior to the business combination, will cease to be outstanding and will represent only the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account, which holds the proceeds of our IPO (calculated as of two (2) business days prior to the Closing, including interest but net of franchise and income taxes payable). For illustrative purposes, based on the fair value of marketable securities held in the Trust Account as of September 15, 2020 of approximately $218.7 million, the estimated per share redemption price would have been approximately $10.38.

In order to exercise your redemption rights, you must:

•        if you hold your shares of CFAC Class A common stock through units, elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares;

•        check the box on the enclosed proxy card marked “Stockholder Certification” if you are not acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) with any other stockholder with respect to shares of CFAC Class A common stock;

•        prior to 5:00 p.m., Eastern Daylight time, on             , 2020 (two (2) business days before the special meeting), tender your shares physically or electronically and submit a request in writing that we redeem your public shares for cash to Continental Stock Transfer & Trust Company, our transfer agent, to the attention of Mark Zimkind at 1 State Street Plaza, 30th Floor, New York, New York 10004, or by email at mzimkind@continentalstock.com; and

•        deliver your shares of CFAC Class A common stock either physically or electronically through DTC to the transfer agent at least two (2) business days before the special meeting. Stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. It is CFAC’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, CFAC does not have any control over this process and it may take longer than two weeks. Stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically. If you do not submit a written request and deliver your shares of CFAC Class A common stock as described above, your shares will not be redeemed.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests (and submitting shares to the transfer agent) and thereafter, with our consent, until the vote is taken with respect to the business combination. If you delivered your shares for redemption to the transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that the transfer agent return the shares (physically or electronically). You may make such request by contacting the transfer agent at the phone number or address listed above.

Holders of outstanding units of CFAC must separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If you hold units registered in your own name, you must deliver the certificate for such units to Continental Stock Transfer & Trust Company with written instructions to separate such units into public shares and public warrants. This must be completed far enough in advance to permit the mailing of the public share certificates back to you so that you may then exercise your redemption rights upon the separation of the public shares from the units.

If a broker, dealer, commercial bank, trust company or other nominee holds your units, you must instruct such nominee to separate your units. Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company. Such written instructions must include the number of units to be split and the nominee holding such units. Your nominee must also initiate electronically, using DTC’s DWAC (deposit withdrawal at custodian) system, a withdrawal of the relevant units and a deposit of an equal number of public shares and public warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the public shares from the units. While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your public shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

Prior to exercising redemption rights, stockholders should verify the market price of CFAC Class A common stock as they may receive higher proceeds from the sale of their CFAC Class A common stock in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. CFAC cannot assure you that you will be able to sell your shares of CFAC Class A common stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in the CFAC Class A common stock when you wish to sell your shares.

If you exercise your redemption rights, your shares of CFAC Class A common stock will cease to be outstanding immediately prior to the business combination and will only represent the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account. You will no longer own those shares and will have no right to participate in, or have any interest in, the future growth of CFAC following the business combination, if any. You will be entitled to receive cash for these shares only if you properly and timely demand redemption.

If the business combination is not approved and we do not consummate a “business combination” (as defined in CFAC’s amended and restated certificate of incorporation) by December 17, 2020 (or if such date is extended at a duly called meeting of our stockholders, such later date), we will be required to dissolve and liquidate the Trust Account by returning the then-remaining funds in such account to the public stockholders and our warrants will expire worthless.

Appraisal Rights

Appraisal rights are not available to holders of shares of CFAC Class A common stock or CFAC Class B common stock in connection with the business combination.

Proxy Solicitation Costs

CFAC is soliciting proxies on behalf of its board of directors. This solicitation is being made by mail but also may be made by telephone or in person. CFAC and its directors, officers and employees may also solicit proxies in person. CFAC will file with the SEC all scripts and other electronic communications as proxy soliciting materials. CFAC will bear the cost of the solicitation.

CFAC has hired              to assist in the proxy solicitation process. CFAC will pay that firm a fee of $            , plus disbursements. CFAC will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. CFAC will reimburse them for their reasonable expenses.

PROPOSAL NO. 1 — THE BUSINESS COMBINATION PROPOSAL

CFAC is asking its stockholders to approve and adopt the Transaction Agreement and the transactions contemplated thereby. CFAC stockholders should read carefully this proxy statement/prospectus in its entirety for more detailed information concerning the Transaction Agreement, a copy of which is attached as Annex A to this proxy statement/prospectus. Please see the subsection entitled “The Transaction Agreement” below for additional information and a summary of certain terms of the Transaction Agreement. You are urged to read carefully the Transaction Agreement in its entirety before voting on this proposal.

Because CFAC is holding a special meeting of stockholders to vote on the business combination, CFAC may consummate the business combination only if it is approved (in person or by proxy) of the holders of a majority of the outstanding shares of CFAC Class A common stock and CFAC Class B common stock entitled to vote thereon at the special meeting, voting as a single class.

The Transaction Agreement

This subsection of the proxy statement/prospectus describes the material provisions of the Transaction Agreement, but does not purport to describe all of the terms of the Transaction Agreement. The following summary is qualified in its entirety by reference to the complete text of the Transaction Agreement, a copy of which is attached as Annex A hereto. You are urged to read the Transaction Agreement in its entirety because it is the primary legal document that governs the business combination.

The Transaction Agreement contains representations, warranties and covenants that the parties made to each other as of the date of the Transaction Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made and will be made for purposes of the contract among the parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Transaction Agreement. The representations, warranties and covenants in the Transaction Agreement are also modified in important part by the underlying disclosure schedules, which we refer to as the “Schedules,” which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to stockholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. We do not believe that the Schedules contain information that is material to an investment decision.

General Description of the Transaction Agreement; Consideration

On August 2, 2020, we entered into the Transaction Agreement, pursuant to which: (a) CFAC will merge with and into GCM PubCo, upon which the separate corporate existence of CFAC will cease and GCM PubCo will become the surviving entity in the Merger and, upon the Effective Time, each share of CFAC common stock will be converted into one share of GCM Class A common stock and each whole warrant of CFAC shall be converted into one GCM PubCo warrant; (b) the PIPE Investors have agreed to purchase 19,500,000 shares of GCM Class A common stock in the Private Placement immediately following the Effective Time; (c) the Sponsor has agreed to purchase 3,500,000 shares of GCM Class A common stock and 1,500,000 GCM PubCo private placement warrants for an aggregate price equal to $30,000,000 in the Sponsor Subscription immediately following the Effective Time; (d) the Sponsor shall cause to be terminated, forfeited and cancelled, for no consideration 2,351,534 shares of GCM Class A common stock and 150,000 GCM PubCo private placement warrants held by the Sponsor immediately following the Effective Time in the Sponsor Cancellations; (e) GCM PubCo will issue 900,000 GCM PubCo private placement warrants to Holdings immediately following the Effective Time in the Grosvenor Warrant Issuance; (f) Holdings will assign, and IntermediateCo will assume, all right, title and interest in and to the Option Agreement in exchange for the Option Consideration in the Option Conveyance immediately following the Effective Time; (g) immediately following the Option Conveyance, IntermediateCo will consummate the exercise of the Options (as defined in the Option Agreement) to purchase all of the GCM Class B-2 common units then held by all of the Investors (as defined in the Option Agreement) in the Option Exercise; (h) immediately following the Option Exercise, Holdings shall have the right to require IntermediateCo to purchase a number of its GCM Class B-1 common units of GCMH for a purchase price per unit equal to the Class B-1 Unit Price in the Grosvenor Class B-1 Sale; (i) immediately following the Option Exercise, the Grosvenor Class B-1 Sale (if any) and immediately prior to the effectiveness of the Grosvenor Redomicile and LLLPA Amendment, GCMHGP LLC shall sell all of the outstanding equity interests of GCMH then held by GCMHGP LLC, including the general partnership and limited partnership interests, to IntermediateCo for the GCMH Consideration, and Holdings shall sell all of the outstanding equity interests of GCM LLC to IntermediateCo for the GCM Consideration in the

GCM Transfers; (j) immediately following the Option Exercise, the Grosvenor Class B-1 Sale (if any) and the GCM Transfers, GCMH will be redomiciled as a limited liability limited partnership in the State of Delaware and the Fourth Amended and Restated Limited Liability Limited Partnership Agreement of GCMH shall be amended and restated in the Grosvenor Redomicile and LLLPA Amendment; (k) immediately following the effectiveness of the Grosvenor Redomicile and LLLPA Amendment, GCMH shall issue to IntermediateCo the GCM PubCo Matching Grosvenor common units and the GCM PubCo Matching Grosvenor warrants, in each case in exchange for the IntermediateCo Contribution Amount in the IntermediateCo Contribution and Issuance; and (l) immediately following the effectiveness of the Grosvenor Domicile and LLLPA Amendment, GCM PubCo shall issue shares of GCM Class C common stock to GCM V in the Class C Issuance.

Closing of the Business Combination

The Closing will take place at 10:00 a.m. (New York time) on the date which is two business days after the first date on which all conditions set forth in the Transaction Agreement shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof) or such other time and place as Holdings and CFAC may mutually agree in writing.

Material Adverse Effect

Under the Transaction Agreement, certain warranties of the GCM Companies are qualified in whole or in part by a material adverse effect standard for purposes of determining whether a breach of such warranties has occurred.

Pursuant to the Transaction Agreement, a “Company Material Adverse Effect,” with respect to the GCM Companies, means any event, state of facts, development, circumstance, occurrence or effect (collectively, “Events”) that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on (i) the business, assets, liabilities, results of operations or financial condition of the GCM Companies, GCMH Equityholders, GCM PubCo, GCM V or the GCM Companies’ respective subsidiaries, taken as a whole or (ii) their ability to consummate the transactions contemplated by the Transaction Agreement; provided, however, that in no event would any of the following, alone or in combination, be deemed to constitute, or be taken into account in determining whether there has been or will be, a “Company Material Adverse Effect”: (a) any change in applicable laws or GAAP or any interpretation thereof following the date of the Transaction Agreement, (b) any change in interest rates or economic, political, business or financial market conditions generally, (c) the taking of any action required by or, with respect to Section 7.1 or 7.2 of the Transaction Agreement, permitted to be taken under the Transaction Agreement, (d) any natural disaster (including hurricanes, storms, tornados, flooding, earthquakes, volcanic eruptions or similar occurrences), pandemic (including COVID-19 or actions taken in response to COVID-19), acts of nature or change in climate, (e) any acts of terrorism or war, the outbreak or escalation of hostilities, geopolitical conditions, local, national or international political conditions, or social conditions, (f) any failure in and of itself of the GCM Companies to meet any projections or forecasts, (g) any Events generally applicable to the industries or markets in which the GCM Companies and their subsidiaries operate, (h) any matter set forth on the disclosure letter of the GCM Companies, (i) any Events to the extent actually known by a specified individual on or prior to the date of the Transaction Agreement, (j) any action taken by, or at the request of, or with the consent of the CF Entities, subject to certain exceptions, (k) any Events that are cured by the GCMH Equityholders or GCM Companies prior to the Closing, or (l) any worsening of the Events referred to in clauses (b), (d), (e) or (g) to the extent existing as of the date of the Transaction Agreement; provided, that in the case of each of clauses (a), (b), (d), (e) and (g), any such Event to the extent it disproportionately affects the GCM Companies, GCMH Equityholders, GCM PubCo, GCM V or their subsidiaries relative to other participants in the industries in which such persons operate shall not be excluded from the determination of whether there has been, or would reasonably be expected to be, a Company Material Adverse Effect.

Under the Transaction Agreement, certain warranties of CFAC (referred to therein as “Acquiror”) are qualified in whole or in part by a material adverse effect standard for purposes of determining whether a breach of such warranties has occurred.

Pursuant to the Transaction Agreement, an “Acquiror Material Adverse Effect” with respect to Acquiror, means any Event that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on (i) the business, assets, liabilities, results of operations or financial condition of the CF Entities, taken as a whole or (ii) the ability of the CF Entities to consummate the Transactions; provided, however, that in no event

would any of the following, alone or in combination, be deemed to constitute, or be taken into account in determining whether there has been or will be, a “Acquiror Material Adverse Effect”: (a) any change in applicable laws or GAAP or any interpretation thereof following the date of the Transaction Agreement, (b) any change in interest rates or economic, political, business or financial market conditions generally, (c) the taking of any action required by or, with respect to Section 7.1 or 7.2 of the Transaction Agreement, permitted to be taken under the Transaction Agreement, (d) any natural disaster (including hurricanes, storms, tornados, flooding, earthquakes, volcanic eruptions or similar occurrences), pandemic (including COVID-19 or actions taken in response to COVID-19), acts of nature or change in climate, (e) any acts of terrorism or war, the outbreak or escalation of hostilities, geopolitical conditions, local, national or international political conditions, or social conditions, (f) the consummation and effects of any CFAC Share Redemptions, (g) any Events generally applicable to the industries or markets in which the CF Entities operate, (h) any matter set forth on the disclosure letter of CFAC, (i) any Events to the extent actually known by specified individuals on or prior to the date of the Transaction Agreement, (j) any action taken by, or at the request of, or with the consent of the GCMH Equityholders or GCM Companies, subject to certain exceptions, (k) any Events that are cured by the CF Entities prior to the Closing, or (l) any worsening of the Events referred to in clauses (b), (d), (e) or (g) to the extent existing as of the date hereof; provided, that in the case of each of clauses (a), (b), (d), (e) and (g), any such Event to the extent it disproportionately affects the CF Entities relative to other participants in the industries in which such persons operate shall not be excluded from the determination of whether there has been, or would reasonably be expected to be, an Acquiror Material Adverse Effect. Notwithstanding the foregoing, with respect to the Acquiror, the amount of the CFAC Share Redemptions or the failure to obtain the CFAC Stockholder Approval shall not be deemed to be an Acquiror Material Adverse Effect.

Conditions to the Closing of the Business Combination

Conditions to Obligations of CFAC, IntermediateCo, the GCMH Equityholders and the GCM Companies to Consummate the Business Combination.    The obligations of CFAC, IntermediateCo, the GCMH Equityholders and the GCM Companies to consummate the business combination are subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by all of such parties:

•        the CFAC Stockholder Approval shall have been obtained;

•        solely to the extent that an Extension Stockholders’ Meeting is required to be held and is duly held in accordance with the terms of the Transaction Agreement, the CFAC Extension Approval shall have been obtained;

•        specified regulatory approvals shall have been obtained or the applicable waiting period shall have expired or been terminated, as applicable;

•        the registration statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the registration statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn;

•        CFAC shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act); and

•        the shares of GCM Class A common stock to be issued in connection with the Transactions shall have been approved for listing on Nasdaq or the NYSE.

Conditions to Obligations of CFAC and IntermediateCo to Consummate the Business Combination.    The obligations of CFAC and IntermediateCo to consummate the business combination are subject to the satisfaction at or prior to the Closing of the following conditions, any one or more of which may be waived in writing by CFAC and IntermediateCo:

•        The representation that a Company Material Adverse Effect has not occurred since March 31, 2020 shall be true and correct in all respects as of the Closing Date;

•        each of the other representations and warranties of the GCM Companies contained in the Transaction Agreement shall be true and correct as of the Closing Date, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct at and as of such date, except for, in each case, inaccuracies or omissions that (without giving effect

to any limitation as to “materiality” or “Company Material Adverse Effect” or another similar materiality qualification set forth therein) individually or in the aggregate, have not had, and would not reasonably be expected to have a Company Material Adverse Effect;

•        each of the covenants of the GCM Companies and the GCMH Equityholders to be performed as of or prior to the Closing shall have been performed in all material respects. For purposes of this condition, (i) a covenant of the GCM Companies or the GCMH Equityholders shall only be deemed to have not been performed if the GCM Companies or GCMH Equityholders have materially breached such material covenant and failed to cure within twenty (20) days after notice (or if earlier, the Agreement Extended End Date); provided that CFAC and IntermediateCo shall not be required to consummate the Transactions at the Closing unless and until such material breach of a material covenant has been cured and (ii) no action that is contemplated by the Pre-Closing Restructuring (as defined in the Transaction Agreement) may be deemed to constitute on-payment of such material covenant; and

•        the Pre-Closing Restructuring shall have been completed prior to the Closing.

Conditions to Obligations of the GCMH Equityholders and the GCM Companies to Consummate the Business Combination.    The obligations of the GCMH Equityholders and the GCM Companies to consummate the business combination are subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by the GCMH Equityholders and the GCM Companies:

•        The representation that an Acquiror Material Adverse Effect has not occurred since December 12, 2018 shall be true and correct in all respects as of the Closing Date;

•        each of the other representations and warranties of CFAC contained in the Transaction Agreement shall be true and correct as of the Closing Date, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct at and as of such date, except for changes after the date of the Transaction Agreement which are contemplated or expressly permitted by the Transaction Agreement or the ancillary agreements thereto, and except for, in each case, inaccuracies or omissions that (without giving effect to any limitation as to “materiality” or “Acquiror Material Adverse Effect” or another similar materiality qualification set forth therein) individually or in the aggregate, have not had, and would not reasonably be expected to have an Acquiror Material Adverse Effect;

•        each of the covenants of CFAC to be performed as of or prior to the Closing shall have been performed in all material respects. For purposes of this condition, a covenant of CFAC shall only be deemed to have not been performed if CFAC has materially breached such material covenant and failed to cure within 20 days after notice (or if earlier, the Agreement Extended End Date); provided that the GCMH Equityholders and the GCM Companies shall not be required to consummate the Transactions at the Closing unless and until such material breach of a material covenant has been cured; and

•        Immediately prior to the Closing, the Available CFAC Cash shall be no less than (i) the Minimum Available CFAC Cash Amount (with respect to this clause (i), taking into account the GCM PubCo Equity Investments, a deduction of the amount required to satisfy the CFAC Share Redemption Amount and no other Transactions) and (ii) $75,000,000 solely after deducting the amount required to satisfy the CFAC Share Redemption Amount (and for the avoidance of doubt, excluding the GCM PubCo Equity Investments or the other Transactions).

Representations and Warranties

The Transaction Agreement contains customary representations and warranties by the parties, including the following representations and warranties by the GCM Companies: company organization, subsidiaries, due authorization, no violation, governmental authorities; consents, capitalization of the GCM Companies, capitalization of subsidiaries, financial statements, undisclosed liabilities, litigation and proceedings, legal compliance, contracts; no defaults, company benefit plans, labor relations; employees, taxes, brokers’ fees, property, intellectual property, absence of changes, anti-corruption compliance, fund-related representations, insurance, Advisers Act, subscription-related representations, takeover statutes and charter provisions, registration statement and proxy statement/registration statement, no outside reliance and no additional representations or warranties. Additionally, CFAC made customary

representations and warranties relating to: company organization, due authorization, no violation, litigation and proceedings, SEC filings, internal controls, listing and financial statements, governmental authorities, consents, Trust Account, Advisers Act, absence of changes, no undisclosed liabilities, capitalization of CFAC, brokers’ fees, indebtedness, taxes, business activities, Nasdaq stock market quotation, registration statement and proxy statement, takeover statutes and charter provisions, no outside reliance and no additional representations or warranties.

Covenants of the Parties

Covenants of the GCMH Equityholders and the GCM Companies.

The GCMH Equityholders and the GCM Companies made certain covenants under the Transaction Agreement, including, among others, the following:

The GCM Companies have agreed that from the date of the Transaction Agreement through the earlier of the Closing or the termination of the Transaction Agreement (the “Interim Period”), they will, and will cause their respective subsidiaries to, except as otherwise contemplated by the Transaction Agreement, including the disclosure letters, as consented to by CFAC in writing (which consent will not be unreasonably conditioned, withheld, delayed or denied) or as required by applicable law (including for this purpose any COVID-19 Measures (as defined in the Transaction Agreement)), use reasonable efforts to operate the business of the GCM Companies in the ordinary course consistent past practice.

During the Interim Period, the GCM Companies have also agreed to, and to cause their respective subsidiaries to, except as expressly contemplated by the Transaction Agreement, including the disclosure letters, as consented to by CFAC in writing (which consent will not be unreasonably conditioned, withheld, delayed or denied) or as required by applicable law (including for this purpose any COVID-19 Measures), use reasonable efforts not to:

•        change or amend the governing documents of any GCM Company, except as otherwise required by law;

•        make or declare any dividend or distribution to the shareholders or members, as applicable, of any GCM Company or make any other distributions in respect of any of the GCM Companies’ capital stock or equity interests, except for dividends or distributions by one wholly owned GCM Company to another wholly owned GCM Company;

•        split, combine, reclassify, recapitalize or otherwise amend any terms of any shares or series of the GCM Companies’ capital stock or equity interests, provided that the GCM Companies may split, combine or reclassify shares of any of the GCM Companies’ subsidiaries that remain wholly owned after consummation of such transaction;

•        purchase, repurchase, redeem or otherwise acquire any issued and outstanding share capital, outstanding shares of capital stock, membership interests or other equity interests of the GCM Companies or their subsidiaries, subject to certain exceptions;

•        sell, assign, transfer, convey, lease or otherwise dispose of any material tangible assets or properties of the GCM Companies or their subsidiaries, except for dispositions of obsolete or worthless equipment in the ordinary course of business and transactions among the GCM Companies and their subsidiaries or among their subsidiaries;

•        acquire any ownership interest in any real property;

•        acquire by merger or consolidation with, or merge or consolidate with, or purchase substantially all or a material portion of the assets of, any corporation, partnership, association, joint venture or other business organization or division thereof;

•        take certain actions with respect to tax related matters, including, among others, make or change any material election in respect of material taxes inconsistent with past practice, adopt or request permission of any taxing authority to change any accounting method in respect of material taxes, or enter into any settlement agreement, closing agreement or waiver of surrender of any claim for refund in respect of material taxes;

•        issue any additional equity interests or securities exercisable for or convertible into equity interests or grant any options, warrants or other equity-based awards that relate to the equity of any GCM Company, other than issuances of carried interest in the ordinary course of business;

•        adopt a plan of, or otherwise enter into or effect a, complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of the GCM Companies;

•        waive, release, settle, compromise or otherwise resolve any investigation, claim, action, litigation or other legal proceedings, except in the ordinary course of business or where such waivers, releases, settlements or compromises involve only the payment of monetary damages in an amount less than $1,000,000 in the aggregate;

•        make or commit to make capital expenditures other than (i) capital investments in investment funds in the ordinary course of business and (ii) expenditures in an amount not in excess of the amount set forth on the disclosure letter of the GCM Companies;

•        incur or assume any Indebtedness or guarantee any indebtedness of another person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of any GCM Company or any of the GCM Companies’ Subsidiaries or guaranty any debt securities of another person, other than any indebtedness for borrowed money or guarantee incurred in the ordinary course of business consistent with past practice and in an aggregate amount not to exceed $10,000,000;

•        enter into, renew or amend in any material respect certain affiliate transactions;

•        (i) limit the right of any GCM Company to engage in any line of business or in any geographic area, to develop, market or sell products or services, or to compete with any person or (ii) grant any exclusive or similar rights to any person;

•        other than in the ordinary course of business, accelerate or take any action for the purpose of accelerating the payment or receipt of any management fees, performance fees or other amounts payable by a GCM Fund to any GCM Company; or

•        enter into any agreement to take any of the above actions prohibited under the Transaction Agreement.

Subject to confidentiality obligations that may be applicable to information furnished to the GCMH Equityholders or any of the GCM Companies and their subsidiaries by third parties and except for any information that is subject to attorney-client privilege, to the extent permitted by applicable law, the GCM Companies shall, and shall cause their subsidiaries to, to afford CFAC and its accountants, counsel and other representatives reasonable access during the Interim Period, during normal business hours and with reasonable advance notice, in such manner as to not materially interfere with the ordinary course of business of the GCM Companies and their subsidiaries, to their properties, books, contracts, commitments, tax returns, records and appropriate officers and employees and furnish such representatives with all financial and operating data and other information concerning the affairs of the GCM Companies and their subsidiaries that are in the possession of the GCMH Equityholders or the GCM Companies and their subsidiaries as such representatives may reasonably request; provided, that such access shall not include any unreasonably invasive or intrusive investigations or other testing, sampling or analysis of any properties, facilities or equipment of the GCM Companies or their subsidiaries without the prior written consent of the GCM Companies. All information obtained by CFAC, IntermediateCo and their respective representatives shall be subject to the confidentiality agreement with CFAC.

The GCM Companies shall deliver to CFAC (i) unaudited condensed consolidated balance sheets and statements of operations and comprehensive loss, stockholders’ deficit, and cash flow of the GCM Companies and their subsidiaries as of an for the six-month period ended June 30, 2020, presented in a similar format and fashion as the Audited Financial Statements (subject to normal and recurring year-end adjustments and the absence of footnotes) (the “Q2 Financial Statements”) (to be delivered as soon as reasonably practicable following the date of the Transaction Agreement, provided that the GCM Companies will use their reasonable efforts to deliver the Q2 Financial Statements no later than August 31, 2020) and (ii) the audited consolidated balance sheets as of December 31, 2019 and 2018 and statements of operations and comprehensive loss, cash flow and change in stockholders’ equity of the GCM Companies and their subsidiaries for the years ended December 31, 2019, 2018 and 2017, together with the auditor’s reports thereon (the “Audited Financial Statements”) (to be delivered as soon as reasonably practicable following the

date of the Transaction Agreement). If the Closing has not occurred prior to November 6, 2020, as soon as reasonably practicable following November 6, 2020, the GCM Companies will deliver to CFAC the unaudited condensed consolidated balance sheets and statements of operations and comprehensive loss, stockholders’ deficit, and cash flow of the GCM Companies and their subsidiaries as of and for the three- and nine-month period ended September 30, 2020 (subject to normal and recurring year-end adjustments and the absence of footnotes) (the “Q3 Financial Statements”). If the Closing has not occurred prior to March 17, 2021, as soon as reasonably practicable following March 17, 2021, the GCM Companies will deliver to CFAC the audited consolidated balance sheets and statements of operations and comprehensive loss, cash flow and change in stockholders’ equity of the GCM Companies and their subsidiaries as of and for the years ended December 31, 2020, together with the auditor’s reports thereon (the “2020 Audited Financial Statements”).

The GCMH Equityholders and the GCM Companies shall, or cause its and their subsidiaries to, effect all transfers and shall take all actions as are necessary so that the Pre-Closing Restructuring shall be consummated prior to the Closing.

During the Interim Period, GCMH and its subsidiaries shall not, and GCMH shall instruct and use its respective reasonable efforts to cause their respective representatives not to (i) initiate any negotiations with any person with respect to, or provide any non-public information or data concerning any GCM Company or any of the GCM Companies’ subsidiaries to any person relating to, an acquisition proposal or afford to any person access to the business, properties, assets or personnel of any GCM Company or any of the GCM Companies’ subsidiaries in connection with an acquisition proposal, (ii) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an acquisition proposal, (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover laws of any state, or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any person to make an acquisition proposal. Notwithstanding anything to the contrary in the Transaction Agreement, the GCMH Equityholders, the GCM Companies and their subsidiaries and their respective representatives shall not be restricted pursuant to the foregoing sentence with respect to any actions taken in connection with (1) the Pre-Closing Restructuring, or (2) the arrangement of financing in order to facilitate the consummation of the Transactions or for the financing of CFAC following the Closing.

Within two business days following the expiration of the sixty day period following the date GCM PubCo has filed current Form 10 information with the SEC reflecting its status as an entity that is not a shell company, GCM PubCo shall file an effective registration statement on Form S-8 (or other applicable form) with respect to the GCM Class A common stock (following the Effective Time) issuable under the 2020 Plan, and GCM PubCo shall use reasonable efforts to maintain the effectiveness of such registration statement(s) (and maintain the current status of the prospectus or prospectuses contained therein) for so long as awards granted pursuant to the 2020 Plan remain outstanding.

Subject to the terms of the Stockholders’ Agreement and the governing documents of GCM PubCo, GCM PubCo shall take all such action within its power as may be necessary or appropriate such that immediately following the Closing:

•        the GCM PubCo board shall consist of seven directors, which shall be designed by the GCMH Equityholders, which shall be initially Michael J. Sacks, Jonathan R. Levin and five other directors to be named, subject to the requirement that three directors must qualify in the determination of the GCM PubCo Board as an “independent director” under stock exchange regulations applicable to GCM PubCo (the “Grosvenor Designated Directors”);

•        the chairperson of the GCM PubCo board shall initially be Michael J. Sacks, who shall serve in such capacity in accordance with the terms of the Stockholders’ Agreement and the GCM PubCo governing documents following the Closing; and

•        the initial officers of GCM PubCo will be as set forth in the disclosure letter or the GCM Companies, who will serve in such capacity in accordance with the terms of the GCM PubCo Governing Documents following the Closing.

After the Closing, GCM PubCo and its subsidiaries agree to indemnify and hold harmless each present and former director and officer of the GCM Companies and each of their respective subsidiaries against any costs, expenses, damages or liabilities incurred in connection with any legal proceeding, to the fullest extent that would have been permitted under applicable law and the applicable governing documents to indemnify such person.

GCM PubCo will maintain for a period of not less than six years from the Closing (i) provisions in its governing documents and those of its subsidiaries concerning the indemnification and exoneration of its subsidiaries and their subsidiaries’ former and current officers, directors and employees, no less favorable than as contemplated by the applicable governing documents immediately prior to the Closing and (ii) a directors’ and officers’ liability insurance policy covering those persons who are currently covered by the GCM Companies’ or their subsidiaries’ directors’ and officers’ liability insurance policies on terms not less favorable than the terms of such current insurance coverage, except that in no event will GCM PubCo be required to pay an annual premium for such insurance in excess of 300% of the aggregate annual premium payable by the GCM Companies for such insurance policy for the year ended December 31, 2019.

On the Closing Date, GCM PubCo will enter into customary indemnification agreements reasonably satisfactory to each of the GCMH Equityholders and GCM PubCo with the post-Closing directors and officers of CFAC, which indemnification agreements will continue to be effective following the Closing.

GCM PubCo, the GCMH Equityholders and the GCM Companies will each, and will each cause their respective subsidiaries to use reasonable efforts to o take such action as may be reasonably necessary or as another party to the Transaction Agreement may reasonably request to satisfy the conditions to closing or otherwise to comply with the Transaction Agreement and to consummate the business combination as soon as practicable, subject to certain exceptions.

GCM PubCo will take all actions reasonably necessary to adopt an audit committee charter that includes a customary policy comparable to other similar asset managers for approval of related party transactions by a majority of the independent directors of GCM PubCo.

Covenants of CFAC

CFAC made certain covenants under the Transaction Agreement, including, among others, the following:

During the Interim Period, CFAC has agreed to, and to cause IntermediateCo to, except as otherwise contemplated by the Transaction Agreement or as consented to by the GCMH Equityholders in writing (which consent will not be unreasonably conditioned, withheld, delayed or denied) or as required by applicable law (including for this purpose any COVID-19 Measures), operate its business in the ordinary course and consistent with past practice.

During the Interim Period, CFAC has also agreed not to, and to cause CFAC Holdco not to, except as otherwise contemplated by the Transaction Agreement (including the disclosure letters) or the Ancillary Agreements, as consented to by the GCMH Equityholders in writing (which consent will not be unreasonably conditioned, withheld, delayed or denied) or as required by applicable law (including for this purpose any COVID-19 Measures):

•        seek any approval from CFAC’s shareholders to change, modify or amend the Trust Agreement or the governing documents of CFAC or IntermediateCo, except as otherwise contemplated by the Transaction Proposals and the Extension Proposals;

•        (x) make or declare any dividend or distribution to the shareholders of CFAC or make any other distributions in respect of any of CFAC’s or IntermediateCo’s capital stock, share capital or equity interests, (y) split, combine, reclassify or otherwise amend any terms of any shares or series of CFAC’s or IntermediateCo’s capital stock or equity interests or (z) purchase, repurchase, redeem or otherwise acquire any issued and outstanding share capital, outstanding shares of capital stock, share capital or membership interests, warrants or other equity interests of CFAC or IntermediateCo other than a redemption of CFAC common stock (prior to the Effective Time) made as part of the CFAC Share Redemptions;

•        take certain actions with respect to tax related matters, including, among others, make or change any material election in respect of material taxes, amend, modify or otherwise change any filed material tax return and related activities;

•        other than as expressly required by the Sponsor Support Agreement, enter into, renew or amend in any material respect, any transaction or contract with an affiliate of CFAC or IntermediateCo, subject to certain exceptions;

•        incur or assume any indebtedness or guarantee any indebtedness of another person, other than any indebtedness or guarantee incurred in the ordinary course of business and in an aggregate amount not to exceed $100,000 or incurred between CFAC and IntermediateCo and certain other exceptions;

•        incur, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any indebtedness or otherwise knowingly and purposefully incur, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any other material liabilities, debts or obligations other than in support of the business combination and the ancillary agreements thereto or in support of the ordinary course operations of CFAC and certain other exceptions;

•        (A) issue any CFAC common stock or securities exercisable for or convertible into CFAC common stock, other than the issuance of the CFAC common stock pursuant to the Transaction Agreement, (B) grant any options, warrants or other equity-based awards with respect to CFAC common stock, not outstanding on the date of the Transaction Agreement or (C) amend, modify or waive any of the material terms or rights set forth in any CFAC warrant or the Warrant Agreement, including any amendment, modification or reduction of the warrant price set forth therein; or

•        enter into any agreement to do any of the above actions prohibited under the Transaction Agreement.

CFAC shall approve and adopt the 2020 Plan, subject to approval by CFAC Stockholders, prior to the Closing Date.

In connection with satisfying the condition to meet the Minimum Available CFAC Cash Amount, CFAC shall reasonably cooperate with the GCMH Equityholders and shall take all actions reasonably required to meet the condition, including, without limitation, by issuing additional shares of CFAC common stock in connection with the Private Placement.

Prior to the Closing, CFAC shall ensure it remains listed as a public company on Nasdaq. GCM PubCo shall prepare and submit to Nasdaq a listing application, if required under Nasdaq, covering the GCM Class A common stock issuable in the Merger and the GCM PubCo Equity Investments, and shall obtain approval for the listing of such GCM Class A common stock. Notwithstanding the foregoing, GCM PubCo may, in its sole discretion, elect to prepare and submit to the NYSE a listing application instead of to Nasdaq, covering all shares of GCM Class A common stock, including those issuable in the GCM PubCo Equity Investments, and shall obtain approval for the listing of such GCM Class A common stock.

During the Interim Period, CFAC shall not, and shall cause its subsidiaries not to, and CFAC shall instruct its and their representatives not to, (i) make any proposal or offer that constitutes a business combination proposal, (ii) initiate any discussions or negotiations with any person with respect to a business combination proposal or (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a business combination proposal, in each case, other than to or with the GCMH Equityholders, the GCM Companies and their respective representatives. From and after the date hereof, CFAC shall, and shall instruct its officers and directors to, and CFAC shall instruct and cause its representatives, its subsidiaries and their respective representatives to, immediately cease and terminate all discussions and negotiations with any persons that may be ongoing with respect to a business combination proposal (other than the GCMH Equityholders, the GCM Companies and their respective representatives).

During the Interim Period, CFAC will keep current and timely file all reports required to be filed or furnished with the SEC and otherwise comply in all material respects with its reporting obligations under applicable laws.

CFAC and IntermediateCo will each, and will each cause their respective subsidiaries to use reasonable efforts to obtain all material consents and approvals of third parties that any of CFAC or its affiliates are required to obtain in order to consummate the business combination and take such other action as may be reasonably necessary or as another party to the Transaction Agreement may reasonably request to satisfy the conditions to closing or otherwise to comply with the Transaction Agreement and to consummate the business combination as soon as practicable.

Mutual Covenants

Each party made certain mutual covenants under the Transaction Agreement, including, among others, the following:

CFAC shall cooperate in good faith with the GCMH Equityholders, the GCM Companies and any governmental authority and undertake (and not waive its rights under the Subscription Agreements with respect to the PIPE Investors’ obligations with respect to Regulatory Approvals) promptly any and all action required to satisfy the Regulatory Approvals and complete lawfully the business combination as soon as practicable (but in any event prior to the Agreement Extended End Date) and any and all action necessary or advisable to (x) consummate the business combination (including, among other things, issuing to GCM V high voting shares as contemplated by the GCM PubCo Amended and Restated Charter) and (y) avoid any governmental order from any antitrust authority that would delay, enjoin, prevent, restrain or otherwise prohibit the consummation of the business combination, including, among other things, restructuring the terms of the business combination or consenting to a governmental order providing for the sale of assets or lines of business of the GCM Companies, the GCMH Equityholders or CFAC (subject to, as applicable, a requirement to obtain the GCMH Equityholders’ prior written consent with respect to certain such actions identified above as contemplated by the Transaction Agreement).

CFAC will (i) diligently and expeditiously defend and use reasonable efforts to obtain any necessary clearance, approval, consent or governmental authorization under any applicable laws prescribed or enforceable by any governmental authority for the business combination and to resolve any objections as may be asserted by any governmental authority with respect to the business combination and (ii) cooperate fully with each other in the defense of such matters.

The GCMH Equityholders will promptly, and in any event within ten business days following the date of the Transaction Agreement, prepare and cause the Broker-Dealer (as defined in the Transaction Agreement) to file with FINRA the necessary FINRA Consent Application (as defined in the Transaction Agreement).

Each of CFAC and any other person who is to acquire or increase control over GCM Investments UK LLP at the Closing will promptly, and in any event within ten business days following the date of the Transaction Agreement, prepare and file the FCA Change in Control Notification (as defined in the Transaction Agreement).

Each of CFAC and any other person who is to become a substantial shareholder of GCMHK will promptly, and in event within ten business days following the date of the Transaction Agreement, prepare and file the SFC Change in Control Application (as defined in the Transaction Agreement).

The GCM Companies, on the one hand, and CFAC, on the other, shall each be responsible for and pay one-half of the filing fees payable to the government authorities in connection with the business combination.

Each of CFAC, GCM PubCo and the GCM Companies will use its reasonable efforts to cause the proxy statement/registration statement to comply with the rules and regulations promulgated by the SEC, to have the registration statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the registration statement effective as long as is necessary to consummate the business combination, otherwise ensure that the information contained therein contains no untrue statement of material fact or material omission and to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the business combination.

CFAC will as promptly as practicable after the proxy statement/registration statement is declared effective under the Securities Act, (i) disseminate the proxy statement to stockholders of CFAC, (ii) give notice, convene and hold a meeting of the stockholders to vote on the Transaction Proposals, in each case in accordance with its governing documents then in effect and Section 710 of the NYSE Listing Rules or Nasdaq Listing Rule 5620(b), as applicable, for a date no later than 30 business days following the date the proxy statement is declared effective, (iii) solicit proxies from the holders of CFAC common stock to vote in favor of each of the Transaction Proposals, and (iv) provide its shareholders with the opportunity to elect to effect a CFAC Share Redemption.

As promptly as reasonably practicable after the execution of the Transaction Agreement, CFAC will prepare and file with the SEC a mutually acceptable proxy statement in order to obtain the requisite approval of our extension proposal by CFAC’s stockholders (if necessary).

GCMH shall take all actions necessary to ensure that GCMH (and, to the extent provided in the Tax Receivable Agreement, any of its subsidiaries that is treated as a partnership or disregarded entity for applicable tax purposes) will have made a valid election pursuant to Section 754 of the Code (and elections available under similar provisions of state or local law) that is effective for the taxable period that includes the Closing Date. With respect to any such matter that could reasonably be expected to result in any tax liability for which any GCMH Equityholder could be responsible, without the prior written consent of Holdings, GCM PubCo shall not, and shall not permit any of its affiliates to file, re-file, or amend any tax return of the GCM Companies or their subsidiaries with respect to any pre-closing tax period, or make any election that would have retroactive effect with respect to a pre-closing tax period. For purposes of reporting the transaction contemplated by the Transaction Agreement, the parties agree to (and to cause their affiliates to) file all of their tax returns consistent with the values of the assets of GCM Grosvenor selected by Holdings. CFAC, the GCM Companies and Holdings shall reasonably cooperate, and shall cause their respective affiliates to reasonably cooperate, in connection with the filing of tax returns and any audit or other proceeding regarding taxes with respect to any pre-closing tax period of the GCM Companies and their subsidiaries. GCMH may be responsible for certain tax liabilities resulting from audit adjustments to partnership returns of GCMH with respect to periods prior to the effective date of the business combination, without a right to reimbursement by the persons who were partners in GCMH during such periods. See “Risk Factors — Risks Related to Our Organizational Structure After the Business Combination — We may bear certain tax liabilities that are attributable to audit adjustments for taxable periods (or portions thereof) ending prior to the business combination, or that are disproportionate to our ownership interest in GCMH in the taxable period for which the relevant adjustment is imposed.”

All transfer taxes in connection with the Transaction Agreement shall be borne and paid by GCMH.

Each of the GCM Companies and CFAC will, prior to the Closing, take all such steps as may be required (to the extent permitted under applicable law) to cause any dispositions of the Grosvenor Company Interests (as defined in the Transaction Agreement) or acquisitions of CFAC common stock (including, in each case, securities deliverable upon exercise, vesting or settlement of any derivative securities) resulting from the business combination by each individual who may become subject to the reporting requirements of Section 16(a) of the Exchange Act in connection with the business combination to be exempt under Rule B-3 promulgated under the Exchange Act.

Unless otherwise approved in writing by GCMH, CFAC shall not permit any amendment or modification made to, any waiver (in whole or in part) of, or provide consent to modify (including consent to termination), any provision or remedy under, or any replacements (except in certain circumstances) of, any of the Subscription Agreements. Subject to the immediately preceding sentence, CFAC shall use its reasonable efforts to take, or to cause to be taken, all actions required, necessary or that it otherwise deems to be proper or advisable to consummate the transactions contemplated by the Subscription Agreements in all material respects on the terms described therein, including using its reasonable efforts to enforce its rights under the Subscription Agreements to cause the PIPE Investors to pay to (or as directed by) CFAC the applicable purchase price under each PIPE Investor’s applicable Subscription Agreement in accordance with its terms.

Survival of Representations, Warranties and Covenants

Except for certain covenants to be performed following the closing, the representations, warranties and covenants of the parties contained in the Transaction Agreement will not survive the closing.

Termination

The Transaction Agreement may be terminated prior to the Closing, as follows:

•        by mutual written consent of the GCMH Equityholders and CFAC;

•        by written notice from the GCMH Equityholders or CFAC to the other(s) if any governmental order has become final and nonappealable which has the effect of making consummation of the business combination illegal or otherwise preventing or prohibiting the consummation of the business combination;

•        by written notice from the GCMH Equityholders or CFAC to the other(s) within 5 business days after the Extension Approval End Date if the CFAC Extension Approval shall have not been obtained on or prior to the Extension Approval End Date;

•        by the GCMH Equityholders if the CFAC Stockholder Approval will not have been obtained by reason of the failure to obtain the required vote at the CFAC Stockholders’ Meeting duly convened therefor or at any adjournment thereof;

•        by written notice from the GCMH Equityholders to CFAC within 5 business days after there has been a modification in recommendation of the board of directors of CFAC with respect to any of the Transaction Proposals;

•        prior to the Closing, by written notice to the GCMH Equityholders from CFAC in the event of certain uncured breaches on the part of the GCMH Equityholders or the GCM Companies or if the Closing has not occurred on or before the Agreement Extended End Date, unless CFAC is in material breach of the Transaction Agreement; or

•        prior to the Closing, by written notice to CFAC from Holdings in the event of certain uncured breaches on the part of CFAC or IntermediateCo or if the Closing has not occurred on or before the Agreement Extended End Date, unless any of GCMH Equityholders or the GCM Companies are in material breach of the Transaction Agreement.

In the event of the termination of the Transaction Agreement, the Transaction Agreement will become void and have no effect other than with respect to certain exceptions contemplated by the Transaction Agreement (including the terms of the confidentiality agreement with CFAC) that will survive any termination of the Transaction Agreement, and there will be no liability on the part of any party thereto or its respective affiliates, officers, directors or stockholders, other than liability of the GCMH Equityholders, the GCM Companies, CFAC or IntermediateCo, as the case may be, for any willful and material breach of the Transaction Agreement occurring prior to such termination.

Amendments

The Transaction Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties.

Related Agreements

This section describes the material provisions of certain additional agreements entered into or to be entered into pursuant to the Transaction Agreement at the Closing, which we refer to as the “Related Agreements,” but does not purport to describe all of the terms thereof. The full text of the Related Agreements, or forms thereof, are filed as annexes to this proxy statement/prospectus or as exhibits to the registration statement of which this proxy statement/prospectus forms a part, and the following descriptions are qualified in their entirety by the full text of such annexes and exhibits. Stockholders and other interested parties are urged to read such Related Agreements in their entirety.

GCM PubCo Amended and Restated Charter

Pursuant to the terms of the Transaction Agreement, the GCM PubCo Amended and Restated Charter will be the certificate of incorporation of GCM PubCo following the Closing, which will, among other things, (a) provide the GCM PubCo board with the right to cause GCM PubCo to convert into a Delaware public benefit corporation and (b) provide for three classes of capital stock, the GCM Class A common stock, which will be issued to GCM PubCo’s public stockholders in connection with the Closing, the GCM Class B common stock, no shares of which will be outstanding following the Closing, and the GCM Class C common stock which will be issued to GCM V in connection with the Closing.

Public Benefit Corporation Status

Pursuant to the GCM PubCo Amended and Restated Charter, the GCM PubCo board has the option to, without prior notice to its stockholders, cause GCM PubCo to convert into a Delaware public benefit corporation in order to demonstrate its commitment to environmental, social and governance issues facing societies. Public benefit corporations are a relatively new class of corporations that are intended to produce a public benefit and to operate in a responsible and sustainable manner. Under Delaware law, public benefit corporations are required to identify in their certificate of incorporation the public benefit or benefits they will promote and their directors have a duty to manage the affairs of the corporation in a manner that balances the pecuniary interests of the stockholders, the best interests of those materially affected by the corporation’s conduct, and the specific public benefit or public

benefits identified in the public benefit corporation’s certificate of incorporation. They are also required to publicly disclose at least biennially a report that assesses their public benefit performance, and may elect in their certificate of incorporation to measure that performance against an objective third-party standard, although the GCM PubCo Amended and Restated Charter will not contain such requirement and we expect that, if GCM PubCo’s board of directors elects to cause us to convert to a public benefit corporation, GCM PubCo’s board of directors will measure GCM PubCo’s benefit performance against the objectives and standards it sets. Following any conversion to a public benefit corporation, when determining the objectives and standards by which GCM PubCo’s board of directors will measure GCM PubCo’s public benefit performance, GCM PubCo’s board of directors will consider, among other factors, whether the objectives and standards (i) are comprehensive in that they assess the effect of GCM PubCo’s operations upon GCM PubCo’s employees, the interests of GCM PubCo’s customers, each local community and society in which GCM PubCo’s offices are located, and the local and global environment, (ii) are credible in that they are comparable to the objectives and standards created by independent third parties that evaluate the corporate sustainability practices of other public benefit corporations, and (iii) are transparent in that the criteria considered for measuring such objectives and standards be made publicly available, including disclosing the process by which revisions to the objectives and standards are made and whether such objectives and standards present real or potential conflicts of interests.

We do not believe that an investment in the stock of a public benefit corporation differs materially from an investment in a corporation that is not designated as a public benefit corporation. We believe that GCM PubCo’s efforts to achieve GCM PubCo’s public benefit goals will not materially affect the financial interests of our stockholders. Holders of our common stock will have voting, dividend, and other economic rights that are the same as the rights of stockholders of a corporation that is not designated as a public benefit corporation.

Upon GCM PubCo’s conversion into a public benefit corporation (if any), GCM PubCo’s public benefit, as provided in the GCM PubCo Amended and Restated Charter, will be: (a) to have a positive effect on society by promoting a culture of diversity, equity and inclusion within its workforce and that of its vendors while reducing the environmental impact of its operations and (b) to continue to offer, consistent with GCM PubCo’s fiduciary duties to its investment advisory clients, investment products and services that promote positive Environmental, Social and Governance objectives and Impact investment themes. From and after the Sunset Date, holders of GCM Class C common stock will be entitled to one vote per share.

Following any conversion into a public benefit corporation, GCM PubCo will be required to obtain the approval of 2/3 of the outstanding stock of GCM PubCo entitled to vote to: (a) amend GCM PubCo’s certificate of incorporation to delete or amend the requirements of its public benefit purpose and (b) merge or consolidate with an entity that would result in GCM PubCo losing its status as a public benefit corporation or with an entity that does not contain identical provisions identifying the public benefits of GCM PubCo. Following any conversion into a public benefit corporation, stockholders owning individually or collectively, as of the date of instituting a derivative suit, at least 2% of GCM PubCo’s outstanding shares may maintain a derivative lawsuit to enforce the requirements that GCM PubCo’s board of directors will manage or direct the business and affairs of GCM PubCo in a manner that balances the pecuniary interests of the stockholders, the best interests of those materially affected by GCM PubCo’s conduct, and the specific public benefits identified in GCM PubCo’s certificate of incorporation.

all matters submitted to stockholders for their vote or approval. The GCM Class B common stock will not be entitled to vote (except as required by applicable law). From and after the Sunset Date, holders of GCM Class C common stock will be entitled to one vote per share.

Following the Closing, the Key Holders will control approximately 75% of the combined voting power of GCM PubCo’s common stock as a result of their ownership of all of the shares of GCM Class C common stock. Accordingly, Mr. Sacks, through his control of GCM V, will control GCM PubCo’s business policies and affairs and can control any action requiring the general approval of its stockholders, including the election of the GCM PubCo board, the adoption of amendments to its certificate of incorporation and by-laws and approval of any merger or sale of substantially all of its assets. Until the Sunset Date, Mr. Sacks will continue to control the outcome of matters submitted to the stockholders.

The GCM Class B common stock is non-voting and is not entitled to any votes on any matter that is submitted to a vote of GCM PubCo’s stockholders, except as required by Delaware law. Delaware law would permit holders of GCM Class B common stock to vote, with one vote per share, on a matter if it were to (i) change the par value of the GCM Class B common stock or (ii) amend the GCM PubCo Amended and Restated Charter to alter the powers, preferences, or special rights of the GCM Class B common stock as a whole in a way that would adversely affect the holders of GCM Class B common stock.

As a result, in these limited instances, the holders of a majority of the GCM Class B common stock could defeat such an amendment to the certificate of incorporation. For example, if a proposed amendment of the GCM PubCo Amended and Restated Charter provided for the GCM Class B common stock to rank junior to the GCM Class A common stock or GCM Class C common stock with respect to (i) any dividend or distribution, (ii) the distribution of proceeds were we to be acquired, or (iii) any other right, Delaware law would require the separate vote of the holders of GCM Class B common stock, with each share of GCM Class B common stock entitled to one vote per share. In this instance, the holders of a majority of the GCM Class B common stock could defeat that amendment to the GCM PubCo Amended and Restated Charter.

Dividends.

The holders of GCM Class A common stock and GCM Class B common stock (collectively, the “Economic Rights Stock”) are entitled to receive dividends, as and if declared by the GCM PubCo board out of legally available funds. Under the GCM PubCo Amended and Restated Charter, dividends may not be declared or paid in respect of the GCM Class A common stock or the GCM Class B common stock unless they are declared or paid in the same amount in respect of the other class of Economic Rights Stock. With respect to stock dividends, holders of GCM Class A common stock must receive GCM Class A common stock and holders of GCM Class B common stock must receive GCM Class B common stock.

The holders of GCM Class C common stock will not have any right to receive dividends other than stock dividends consisting of shares of GCM Class C common stock, paid proportionally with respect to each outstanding share of GCM Class C common stock.

Merger, Consolidation or Tender or Exchange Offer.

The holders of GCM Class A common stock shall not be entitled to receive economic consideration for their shares in excess of that payable to the holders of GCM Class B common stock in connection with any merger, consolidation or tender or exchange offer. However, in any such event involving consideration in the form of securities, the holders of GCM Class B common stock will be deemed to have received the same consideration as the holders of GCM Class A common stock.

Liquidation or Dissolution.

Upon GCM PubCo’s liquidation or dissolution, the holders of all classes of common stock are entitled to their respective par value, and the holders of GCM Class A common stock and GCM Class B common stock will then be entitled to share ratably in those of GCM PubCo’s assets that are legally available for distribution to stockholders after payment of liabilities and subject to the prior rights of any holders of preferred stock then outstanding. Other than their par value, the holders of GCM Class C common stock will not have any right to receive a distribution upon a liquidation or dissolution of GCM PubCo.

Conversion, Transferability and Exchange.

Subject to the terms of the A&R LLLPA, the limited partners of GCMH (other than IntermediateCo) may from time to time cause GCMH to redeem any or all of their Grosvenor common units in exchange for, at GCM PubCo’s election (subject to certain exceptions), either cash (based on the market price for a share of the GCM Class A common stock) or shares of GCM Class A common stock. At GCM PubCo’s election, such transaction may be effectuated via a direct exchange of GCM Class A common stock or cash by IntermediateCo for the redeemed Grosvenor common units.

The GCM PubCo Amended and Restated Charter will provide that (i) a share of GCM Class C common stock will automatically be cancelled for no consideration upon any sale or other transfer of a share of GCM Class A common stock (which share was issued as a result of any redemption or direct exchange of a Grosvenor common unit outstanding as of the effective date of the A&R LLLPA) is transferred to any person that is not a Key Holder (or affiliate or owner thereof), and (ii) a share of GCM Class C common stock will automatically be cancelled for no consideration upon the redemption or exchange of a Grosvenor common unit for cash. Shares of GCM Class A common stock, GCM Class B common stock and GCM Class C common stock are not subject to any conversion right.

Other Provisions

None of the GCM Class A common stock, GCM Class B common stock or GCM Class C common stock has any pre-emptive or other subscription rights.

Preferred Stock

GCM PubCo is authorized to issue up to 100,000,000 shares of preferred stock. The GCM PubCo board will be authorized, subject to limitations prescribed by Delaware law and GCM PubCo Amended and Restated Charter, to determine the terms and conditions of the preferred stock, including whether the shares of preferred stock will be issued in one or more series, the number of shares to be included in each series and the powers (including the voting power), designations, preferences and rights of the shares. The GCM PubCo board also will be authorized to designate any qualifications, limitations or restrictions on the shares without any further vote or action by the stockholders. The issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control of GCM PubCo and may adversely affect the voting and other rights of the holders of GCM Class A common stock, GCM Class B common stock and GCM Class C common stock, which could have a negative impact on the market price of the GCM Class A common stock. GCM PubCo has no current plan to issue any shares of preferred stock.

Corporate Opportunity

The GCM PubCo Amended and Restated Charter will provide that, to the fullest extent permitted by law, GCM PubCo renounces any interest or expectancy in a transaction or matter that may be a corporate opportunity for GCM PubCo and Mr. Sacks (other than in his capacity as an officer and employee of GCM PubCo), the GCMH Equityholders, or any of GCM PubCo’s non-employee directors have no duty to present such corporate opportunity to GCM PubCo and they may invest in competing businesses or do business with GCM PubCo’s clients or customers.

Anti-Takeover Effects of the GCM PubCo Amended and Restated Charter and the GCM PubCo Amended and Restated Bylaws

The provisions of the GCM PubCo Amended and Restated Charter and the GCM PubCo Amended and Restated Bylaws and of the DGCL summarized below may have an anti-takeover effect and may delay, defer or prevent a tender offer or takeover attempt that you might consider in your best interest, including an attempt that might result in your receipt of a premium over the market price for your shares of GCM Class A common stock.

The GCM PubCo Amended and Restated Charter and the GCM PubCo Amended and Restated Bylaws will contain certain provisions that are intended to enhance the likelihood of continuity and stability in the composition of GCM PubCo’s board of directors and that may have the effect of delaying, deferring or preventing a future takeover or change in control of GCM PubCo unless such takeover or change in control is approved by GCM PubCo’s board of directors.

These provisions include:

Action by Written Consent; Special Meetings of Stockholders.    The GCM PubCo Amended and Restated Charter will provide that, following the time GCM PubCo is no longer a “controlled company,” stockholder action

can be taken only at an annual or special meeting of stockholders and cannot be taken by written consent in lieu of a meeting. The GCM PubCo Amended and Restated Charter and the GCM PubCo Amended and Restated Bylaws will also provide that, subject to any special rights of the holders of any series of preferred stock and except as otherwise required by law, special meetings of the stockholders can only be called by the GCM PubCo board, the chairman, vice chairman or executive chairman of the board of directors or the chief executive officer, or, until the time GCM PubCo is no longer a “controlled company,” by the Secretary at the request of holders representing a majority of the total voting power of GCM PubCo’s issued and outstanding common stock, voting together as a single class. Except as described above, stockholders are not permitted to call a special meeting or to require GCM PubCo’s board of directors to call a special meeting.

Advance Notice Procedures.    The GCM PubCo Amended and Restated Bylaws will establish an advance notice procedure for stockholder proposals to be brought before an annual meeting of GCM PubCo’s stockholders, and for stockholder nominations of persons for election to the board of directors to be brought before an annual or special meeting of stockholders. Stockholders at an annual meeting will only be able to consider proposals or nominations specified in the notice of meeting or brought before the meeting by or at the direction of the board of directors or by a stockholder who was a stockholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has given GCM PubCo’s Secretary timely written notice, in proper form, of the stockholder’s intention to bring that business or nomination before the meeting. Although the GCM PubCo Amended and Restated Bylaws will not give GCM PubCo’s board of directors the power to approve or disapprove stockholder nominations of candidates or proposals regarding other business to be conducted at a special or annual meeting, as applicable, the GCM PubCo Amended and Restated Bylaws may have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed or may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempting to obtain control of GCM PubCo.

Authorized but Unissued Shares.    GCM PubCo’s authorized but unissued shares of common stock and preferred stock will be available for future issuance without stockholder approval. These additional shares may be utilized for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions and employee benefit plans. The existence of authorized but unissued shares of common stock and preferred stock could render more difficult or discourage an attempt to obtain control of a majority of GCM PubCo’s common stock by means of a proxy contest, tender offer, merger or otherwise.

Business Combinations with Interested Stockholders.    The GCM PubCo Amended and Restated Charter will provide that GCM PubCo is not subject to Section 203 of the DGCL, an anti-takeover law. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a business combination, such as a merger, with an “interested stockholder” (which includes a person or group owning 15% or more of the corporation’s voting stock) for a period of three years following the date the person became an interested stockholder, unless (with certain exceptions) the business combination or the transaction in which the person became an interested stockholder is approved in a prescribed manner. Accordingly, GCM PubCo is not subject to any anti-takeover effects of Section 203. Nevertheless, the GCM PubCo Amended and Restated Charter will contain provisions that will become operative following the time GCM PubCo is no longer a “controlled company” and will have a similar effect to Section 203, except that they will provide that Mr. Sacks and the GCMH Equityholders, their respective affiliates and successors and their direct and indirect transferees will not be deemed to be “interested stockholders,” regardless of the percentage of GCM PubCo’s voting stock owned by them, and accordingly will not be subject to such restrictions.

Choice of Forum

The proposed GCM PubCo Amended and Restated Charter provides that, to the fullest extent permitted by law, and unless GCM PubCo provides notice in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of GCM PubCo, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of GCM PubCo’s directors, officers, employees or agents to GCM PubCo or its stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, the GCM PubCo Amended and Restated Charter or GCM PubCo Amended and Restated Bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware or (iv) any action asserting a claim governed by the internal affairs doctrine, in each such case subject to such Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein. The GCM PubCo Amended and Restated Charter will further provide that the federal district courts of the United States will be

the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. There is uncertainty as to whether a court would enforce such a provision relating to causes of action arising under the Securities Act, and investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. The clauses described above will not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.

Directors’ Liability; Indemnification of Directors and Officers

The GCM PubCo Amended and Restated Charter will limit the liability of the GCM PubCo directors to the fullest extent permitted by the DGCL and provides that GCM PubCo will provide them with customary indemnification and advancement of expenses. We expect GCM PubCo to enter into customary indemnification agreements with each of its executive officers and directors that provide them, in general, with customary indemnification in connection with their service to GCM PubCo or on its behalf.

A&R LLLPA

In connection with the Closing, GCM PubCo, IntermediateCo, GCMH and each of the GCMH Equityholders will enter into the A&R LLLPA, which will set forth, among other things, the rights and obligations of the general partner and the limited partners of GCMH, Following the Closing, and in accordance with the terms of the A&R LLLPA, GCM PubCo will operate GCM PubCo’s business through GCMH and its subsidiaries. As the sole member of IntermediateCo, which in turn is the sole general partner of GCMH, GCM PubCo will have control over all of the affairs and decision-making of GCMH. As such, GCM PubCo will be responsible for all operational and administrative decisions of GCMH and the day-to-day management of GCMH’s business.

The holders of Grosvenor common units will generally incur U.S. federal, state and local income taxes on their share of any taxable income of GCMH. Profits and losses of GCMH will generally be allocated to its partners pro rata in accordance with the percentages of their respective ownership of Grosvenor common units, though certain non-pro rata adjustments may be made to reflect tax depreciation, amortization and other allocations. The A&R LLLPA will provide for cash distributions to the holders of Grosvenor common units for purposes of funding their tax obligations in respect of the taxable income of GCMH that is allocated to them, and these tax distributions may be made to the holders pro rata in accordance with their holdings of Grosvenor common units. Generally, these tax distributions will be calculated using an assumed tax rate equal to the highest applicable income tax rate to any direct or indirect partner of GCMH, taking into account any audit or similar adjustment imposed with respect to tax items allocated to the equity holders of GCMH. At the direction of Holdings, the amount of pro rata tax distributions required to be made may be reduced to the extent directed by Holdings, as long as GCM PubCo receives the amount required to pay GCM PubCo’s actual U.S. federal, state and local non-U.S. tax liabilities and meet GCM PubCo’s obligations pursuant to the Tax Receivable Agreement. If the tax liabilities of the GCMH Equityholders attributable to tax items of GCMH (calculated utilizing assumptions similar to those described above) are in excess of the reduced pro rata tax distributions made to the members of GCMH, then GCMH will generally make non-pro rata tax distributions to such members in an amount sufficient to permit them to pay such tax liabilities. Any such non-pro rata tax distributions would be treated as advances against other distributions to which the applicable members would be entitled under the A&R LLLPA. In addition, if any such advances have not been recouped via offset against other distributions from GCMH at the time that associated Grosvenor common units are transferred (including as a result of a direct exchange or redemption of Grosvenor common units under the A&R LLLPA) then the applicable transferring member will generally be required to repay the amount of the advance associated with such Grosvenor common units within fifteen days following the transfer.

The A&R LLLPA will provide that, except as otherwise determined by us, if at any time GCM PubCo issues a share of GCM Class A common stock, other than pursuant to an issuance and distribution to holders of shares of common stock of rights to purchase GCM PubCo’s equity securities under a “poison pill” or similar stockholder rights plan or pursuant to an employee benefit plan, the net proceeds received by GCM PubCo with respect to such share, if any, shall be concurrently invested in IntermediateCo (unless such shares were issued by GCM PubCo solely to fund (i) GCM PubCo’s ongoing operations or pay GCM PubCo’s expenses or other obligations or (ii) the redemption or exchange from a limited partner of GCMH of Grosvenor common units (in which case such net proceeds shall instead be transferred to the selling limited partner as consideration for such redemption or exchange)), which proceeds will then be invested in GCMH. GCMH will then issue a corresponding number of Grosvenor common units to IntermediateCo, and IntermediateCo will issue a corresponding number of HoldCo Units to us. Similarly, except as

otherwise determined by us, GCMH will not issue any Grosvenor common units to IntermediateCo, and IntermediateCo will not issue any additional HoldCo Units to us, in each case, unless GCM PubCo issues or sell an equal number of shares of GCM Class A common stock. Conversely, except as otherwise determined by us, if at any time any shares of GCM Class A common stock are redeemed, repurchased or otherwise acquired, GCMH will redeem, repurchase or otherwise acquire an equal number of Grosvenor common units held by IntermediateCo, and IntermediateCo shall redeem, repurchase or otherwise acquire an equal number of HoldCo Units held by us, in each case, upon the same terms and for the same price per security as the shares of GCM Class A common stock are redeemed, repurchased or otherwise acquired. In addition, GCMH generally will not affect any subdivision (by any unit split, unit distribution, reclassification, reorganization, recapitalization or otherwise) of Grosvenor common units unless it is accompanied by a substantively identical subdivision or combination of Grosvenor common units and each class of GCM PubCo’s common stock. Likewise, IntermediateCo generally will not affect any subdivision or combination of HoldCo Units unless it is accompanied by a substantively identical subdivision or combination of Grosvenor common units and each class of GCM PubCo’s common stock.

Subject to certain exceptions, GCMH will indemnify all of its partners and their officers, affiliates and other related parties against all losses or expenses arising from the claims or other legal proceedings in which any such person (in its capacity as such) may be involved or become subject to in connection with GCMH’s business or affairs or the A&R LLLPA or any related document.

GCMH may be dissolved only upon the first to occur of (i) written agreement of 80% of the partners of GCMH and (ii) dissolution required by the operation of law. Upon a dissolution, GCMH will be liquidated and the proceeds from any liquidation will be applied and distributed in the following manner: (a) first, to the payment of amounts owed to creditors, (b) then to the establishment of such reserves for contingent liabilities and costs of liquidation as GCM PubCo may reasonably determine and (c) then to distributions to the limited partners of GCMH in accordance with the A&R LLLPA.

The A&R LLLPA will provide that the limited partners of GCMH will have the right from time to time, subject to certain restrictions, to cause GCMH to redeem or exchange any or all of their Grosvenor common units, in exchange for, at GCM PubCo’s election (subject to certain exceptions), either cash (based on the market price of a share of GCM Class A common stock) or shares of GCM Class A common stock. At GCM PubCo’s election, such transaction may be effectuated via a direct exchange of GCM Class A common stock or cash by IntermediateCo for the redeemed Grosvenor common units.

The A&R LLLPA will provide that, in the event of certain change of control transactions involving us, GCM PubCo may require the limited partners of GCMH to exchange all of their Grosvenor common units for shares of GCM Class A common stock in the same manner as if such limited partner had exercised its right of redemption with respect to such Grosvenor common units pursuant to the A&R LLLPA.

The A&R LLLPA provides that, after the Sunset Date, the limited partners of GCMH will have customary pre-emptive rights with respect to issuances of equity securities by GCMH or us, subject to customary exceptions.

Amended and Restated Registration Rights Agreement

At the Closing, GCM PubCo will enter into the Registration Rights Agreement with the Sponsor, the GCMH Equityholders and the PIPE Investors. Pursuant to the Registration Rights Agreement, GCM PubCo will agree to register for resale, pursuant to Rule 415 under the Securities Act, certain shares of GCM PubCo common stock and other equity securities of GCM PubCo that are held by the parties thereto from time to time.

The Registration Rights Agreement amends and restates the registration rights agreement that was entered into by CFAC, the Sponsor and the other parties thereto in connection with the IPO.

Stockholders’ Agreement

Board Composition; Chairperson of the Board

The Transaction Agreement contemplates that, at the Closing, GCM PubCo will enter into the Stockholders’ Agreement with the GCMH Equityholders and GCM V, pursuant to which, among other things, the voting parties will agree to take all necessary action to cause the GCM PubCo board to be comprised of seven directors effective

immediately following the Closing. The seven directors will initially be chaired by Michael Sacks and include Jonathan Levin, President of GCM Grosvenor, and five additional directors, at least three of whom will be independent, and will thereafter be designated by GCM V (the “GCM Designees”) for election by GCM PubCo’s stockholders, provided, that three of the GCM Designees must qualify in the determination of the GCM PubCo board as an “independent director” under stock exchange regulations applicable to GCM PubCo and one GCM Designee must qualify as an “audit committee financial expert” within the meaning of SEC Regulation S-K. Michael J. Sacks shall be the individual serving as the initial chairperson of the GCM PubCo board. From the date of the Transaction Agreement until the Sunset Date, GCM PubCo shall, and the voting parties shall take all necessary action to, include the GCM Designees in the slate of nominees recommended by the GCM PubCo board for election as directors at each applicable meeting of the stockholders of GCM PubCo. After the Sunset Date, the selection of directors shall be conducted in accordance with applicable law and with the GCM PubCo Amended and Restated Charter, GCM PubCo Amended and Restated Bylaws and other corporate governance documents of GCM PubCo.

Resignation; Removal; Vacancies

GCM V shall have the exclusive right to remove one or more GCM Designees from the GCM PubCo board. GCM V shall have the exclusive right to designate directors for election to the GCM PubCo board to fill vacancies created by reason of death, removal or resignation of the GCM Designees, and GCM PubCo and the voting parties shall take all necessary action to cause any such vacancies to be filled by replacement GCM Designees as promptly as practicable.

Voting; Necessary Actions

In addition, each of GCM PubCo and the voting parties will agree not to take, directly or indirectly, any actions (including removing directors in a manner inconsistent with the Stockholders’ Agreement) that would knowingly frustrate, obstruct or otherwise affect the provisions of the Stockholders’ Agreement and the intention of the parties thereto with respect to the composition of the GCM PubCo board as therein stated.

Each voting party, to the extent not prohibited by the GCM PubCo Amended and Restated Charter, will vote all of voting shares held by such voting party in such manner as may be necessary to elect and/or maintain in office as members of the GCM PubCo board those individuals designated in accordance with the Stockholders’ Agreement and to otherwise effect the intent of the provisions of the Stockholders’ Agreement. Each voting party further agrees until the Sunset Date (i) to take all necessary action reasonably available within their power, including casting all votes to which such Voting Party is entitled in respect of its voting shares, whether at any annual or special meeting, by written consent or otherwise, so as to vote its voting shares on all matters submitted to the stockholders of GCM PubCo in accordance with the recommendation of the GCM PubCo board and (ii) not to grant, or enter into a binding agreement with respect to, any proxy to any person in respect of such party’s GCM PubCo equity securities that would prohibit such party from casting such votes in accordance with clause (i).

The Stockholders’ Agreement contains certain provisions intended to maintain, following the Closing, GCM PubCo’s qualification as a “controlled company”.

Approval Rights; Limitations

Pursuant to the Stockholders’ Agreement, among other things, GCM V will also have certain approval rights with respect to significant corporate transactions as contemplated thereby (subject to certain ownership thresholds with respect to voting securities of GCM PubCo), which will require the prior written consent of GCM V before any such action is taken by GCM PubCo or any of its subsidiaries.

Pursuant to the Stockholders’ Agreement, until the later of the Sunset Date and the date on which the voting parties collectively beneficially own shares of common stock representing less than 10% of the outstanding voting power of GCM PubCo, in addition to any vote or consent of the stockholders or the GCM PubCo board required by applicable law, the GCM PubCo board may not approve, or cause GCM PubCo or any of its subsidiaries to approve, and neither GCM PubCo nor any of its subsidiaries may take any of the below actions (whether directly or indirectly by amendment, merger, recapitalization, consolidation or otherwise), other than as explicitly contemplated by the Stockholders’ Agreement, the Transaction Agreement or the Registration Rights Agreement, without the prior written consent of GCM V:

•        any business combination or similar transaction;

•        amendments to the GCM PubCo Amended and Restated Charter, the GCM PubCo Amended and Restated Bylaws, any other organizational document of GCM PubCo or its subsidiaries, the Stockholders’ Agreement, Registration Rights Agreement, the Tax Receivable Agreement, and the organizational documents of GCMH;

•        a liquidation or related transaction;

•        a non-ordinary course sale of assets or equity interest having a fair market value of $10.0 million or more;

•        an acquisition of any business or assets having a fair market value of $10.0 million or more;

•        an acquisition of equity interests having a fair market value of $10.0 million or more;

•        an engagement of any professional advisers, including, without limitation, investment bankers and financial advisers;

•        approval of any non-ordinary course investment having a fair market value of $10.0 million or more;

•        increasing or decreasing the size of the GCM PubCo board;

•        an issuance or sale of any capital stock of GCM PubCo or its subsidiaries, other than issuance of shares of capital stock upon the exercise of options to purchase shares of capital stock of GCM PubCo or other awards under an equity plan of GCM PubCo or the issuance of GCM Class A common stock upon the redemption of common units of GCMH in accordance with GCMH’s operating agreement and the GCM PubCo Amended and Restated Charter;

•        making any dividends or distributions to the stockholders of GCM PubCo other than redemptions pursuant to GCM PubCo’s organizational documents and those made in connection with the cessation of services of employees;

•        incurring indebtedness outside of the ordinary course in an amount greater than $25.0 million in a single transaction or $100.0 million in aggregate consolidated indebtedness;

•        transactions with any interested stockholder pursuant to Item 404 of Regulation S-K; or

•        authorization or approval, or entrance into any agreement to engage in any of the matters listed above.

Pursuant to the Stockholders’ Agreement, until the later of the Sunset Date and the date on which the voting parties collectively beneficially own shares of common stock representing less than 5% of the outstanding voting power of GCM PubCo, in addition to any vote or consent of the stockholders or the GCM PubCo board required by applicable law, the GCM PubCo board may not approve, or cause GCM PubCo or any of its subsidiaries to approve, and neither GCM PubCo nor any of its subsidiaries may take any of the below actions (whether directly or indirectly by amendment, merger, recapitalization, consolidation or otherwise), other than as explicitly contemplated by the Stockholders’ Agreement, the Transaction Agreement or the Registration Rights Agreement, without the prior written consent of GCM V:

•        amendments to the GCM PubCo Amended and Restated Charter, the GCM PubCo Amended and Restated Bylaws, any other organizational document of GCM PubCo or its subsidiaries, the Stockholders’ Agreement, Registration Rights Agreement, the Tax Receivable Agreement, and the organizational documents of GCMH that has an adverse effect on the material rights of GCM V or the GCMH Equityholders (with certain exceptions);

•        transactions with any interested stockholder pursuant to Item 404 of Regulation S-K; or

•        authorization or approval, or entrance into any agreement to engage in any of the matters listed above.

The specific consent rights described above in favor of GCM V may, prior to the closing of the business combination, be modified in a manner that would limit or eliminate some or all of such consent rights.

Lock-Up

The voting parties agree to not transfer any lock-up shares during the Lock-up Period, in each case, subject to limited exceptions as contemplated thereby, including that each of the voting parties may transfer lock-up shares during the Lock-up Period in a cumulative aggregate amount of shares of common stock representing up to: (x) one-third of the number of lock-up shares beneficially owned by such voting party as of immediately following the Closing during the period beginning on the first anniversary of the Closing Date and ending on the second anniversary of the Closing Date and (y) an additional one-third of the number of lock-up shares beneficially owned by such voting party as of immediately following the Closing during the period beginning on the second anniversary of the Closing and ending upon the expiration of the Lock-up Period.

Termination

Following the Closing:

•        Section 2 of the Stockholders’ Agreement (Agreement to Vote), Section 3 of the Stockholders’ Agreement (Board of Directors), and Section 7 of the Stockholders’ Agreement (Covenants of the Company) will terminate automatically (without any action by any party to the Stockholders’ Agreement) on the first date on which no voting party has the right to designate a director to the GCM PubCo board under the Stockholders’ Agreement; provided, that the provisions in Section 7(b) of the Stockholders’ Agreement (regarding indemnification of directors of GCM PubCo and maintenance of director and officer liability insurance by GCM PubCo) will survive such termination;

•        Section 5 of the Stockholders’ Agreement (Controlled Company) will terminate automatically (without any action by any party to the Stockholders’ Agreement) on the first date on which the combined voting power of the Voting Parties no longer exceeds 50% of the total voting power of GCM PubCo then outstanding;

•        Section 4(a) and (b) of the Stockholders’ Agreement (Required Approvals) will terminate automatically on the first date on which the consent rights therein are not exercisable;

•        the remainder of the Stockholders’ Agreement will terminate automatically (without any action by any party thereto) as to each voting party when such voting party ceases to beneficially own any voting shares; and

•        the Stockholders’ Agreement may be terminated in its entirety by GCM V upon written notice to the other parties thereto.

Sponsor Support Agreement

In connection with the execution of the Transaction Agreement, CFAC entered into a Sponsor Support Agreement, with the Sponsor, GCMH and Holdings. Pursuant to the Sponsor Support Agreement, the Sponsor agreed to vote in favor of the Transaction Agreement and the business combination, in each case, subject to the terms and conditions contemplated by the Sponsor Support Agreement.

The Sponsor has agreed to not transfer any lock-up shares during the Lock-up Period, in each case, subject to limited exceptions as contemplated thereby, including that the Sponsor may transfer lock-up shares during the Lock-up Period in a cumulative aggregate amount of shares of common stock representing up to one-third of the number of lock-up shares beneficially owned by the Sponsor as of immediately following the Closing during the period beginning on the first anniversary of the Closing Date and ending 180 days following the first anniversary of the Closing Date. The Lock-up Period under the Sponsor Support Agreement can expire early upon the earlier of: (i) the date on which the last reported sale price of the GCM Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within the 30-day trading period commencing at least 150 days following the Closing Date and (ii) the date subsequent to the Closing Date on which GCM PubCo completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of GCM PubCo’s stockholders having the right to exchange their shares of GCM Class A common stock for cash, securities or other property.

The Sponsor Support Agreement and all of its provisions will terminate (other than the lock-up described above) and be of no further force or effect upon the earlier of (a) the consummation of the business combination, (b) the termination of the Transaction Agreement and (c) the liquidation of CFAC. Upon such termination of the Sponsor Support Agreement, all obligations of the parties under the Sponsor Support Agreement will terminate, without any liability or other obligation on the part of any party thereto to any person in respect thereof or the transactions contemplated hereby, and no party thereto will have any claim against another (and no person will have any rights against such party), whether under contract, tort or otherwise, with respect to the subject matter thereof; provided, however, that the termination of the Sponsor Support Agreement will not relieve any party thereto from liability arising in respect of any willfull and material breach of the Sponsor Support Agreement prior to such termination.

Tax Receivable Agreement

In connection with the Closing, GCM PubCo intends to use a portion of its assets to acquire equity interests of GCMH both directly from GCMH and from certain pre-business combination equity holders in GCMH. We expect to obtain an increase in our share of the tax basis of the assets of GCMH and its subsidiaries in connection with the purchase of equity interests of GCMH directly from the pre-business combination equity holders. In addition, as a result of the transactions undertaken in connection with the business combination, we expect to receive the benefit of existing tax basis in certain intangible assets of GCMH and its subsidiaries. Further, we may obtain an increase in our share of the tax basis of the assets of GCM Grosvenor in the future, when (as described above) a GCMH Equityholder receives GCM Class A common stock or cash, as applicable, in connection with an exercise of such GCMH Equityholder’s right to have Grosvenor common units redeemed by GCMH or, at our election, exchanged (which we intend to treat as our direct purchase of common units from such GCMH Equityholder for U.S. federal income and other applicable tax purposes, regardless of whether such common units are surrendered by a GCMH Equityholder to GCMH for redemption or sold upon the exercise of our election to acquire such common units directly) (such basis increases, together with the basis increases in connection with the purchase of equity interests of GCMH in connection with the business combination, the “Basis Adjustments”, and together with the tax basis in intangible assets referenced above, the “Basis Assets”). The Basis Assets may have the effect of reducing the amounts that we would otherwise pay in the future to various tax authorities. The Basis Assets may also decrease gains (or increase losses) for tax purposes on future dispositions of certain of our assets.

In connection with the transactions described above, we will enter into a Tax Receivable Agreement with GCMH and each of the GCMH Equityholders that will provide for the payment by GCM PubCo to the GCMH Equityholders of 85% of the amount of certain tax benefits, if any, that GCM PubCo actually realizes, or in some circumstances is deemed to realize, as a result of the various transactions occurring on in connection with the Closing or in the future that are described above, including benefits arising from the Basis Assets and certain other tax benefits attributable to payments made under the Tax Receivable Agreement. GCMH intends to have in effect an election under Section 754 of the Code effective for each taxable year in which a redemption or exchange (including for this purpose the purchase of equity interests of GCMH from certain pre-business combination equity holders described above) of Grosvenor common units for GCM Class A common stock or cash occurs. These tax benefit payments to the TRA Parties are not conditioned upon one or more of the GCMH Equityholders maintaining a continued ownership interest in GCMH or its affiliates. The GCMH Equityholders rights under the Tax Receivable Agreement are generally assignable.

The actual Basis Adjustments, as well as any amounts paid to the TRA Parties under the Tax Receivable Agreement, will vary depending on a number of factors, including:

•        the timing of any future redemptions or exchanges — for instance, the increase in any tax deductions realized by GCM PubCo will vary depending on the fair value, which may fluctuate over time, of the depreciable or amortizable assets of GCMH and its subsidiaries at the time of each redemption or exchange;

•        the price of shares of GCM Class A common stock at the time of the purchases from the GCMH Equityholders in connection with this offering and any applicable redemptions or exchanges — the Basis Adjustments, as well as any related increase in any tax deductions, is directly related to the price of shares of GCM Class A common stock at the time of such purchases or future redemptions or exchanges;

•        the extent to which such redemptions or exchanges are taxable — if a redemption or exchange is not taxable for any reason, increased tax deductions will not be available; and

•        the amount and timing of our income — the Tax Receivable Agreement generally will require us to pay 85% of the tax benefit realized from certain covered tax attributes as and when those benefits are treated as realized under the terms of the Tax Receivable Agreement (subject to certain assumptions and adjustments). If GCM PubCo does not have taxable income in a given taxable period (considered without regard to any covered tax attributes), it generally will not be required (absent a change of control or other circumstances requiring an early termination payment) to make payments under the Tax Receivable Agreement for that taxable period because no tax benefits will have been actually realized by GCM PubCo from the covered tax attributes. However, any tax benefits that do not result in a realized tax benefit in a given taxable year will likely generate tax attributes that may be utilized to generate tax benefits in previous or future taxable years. The utilization of any such tax attributes to generate a tax benefit in other taxable years will generally result in payments under the Tax Receivable Agreement.

For purposes of the Tax Receivable Agreement, cash savings in income tax will be computed by comparing GCM PubCo’s actual income tax liability to the amount of such taxes that it would have been required to pay had there been no Basis Assets, had the Tax Receivable Agreement not been entered into and had there been no tax benefits to us as a result of any payments made under the Tax Receivable Agreement. The Tax Receivable Agreement will make certain simplifying assumptions regarding the determination of the cash savings that we realize or are deemed to realize from the covered tax attributes (including by using an assumed state and local income tax rate), which may result in payments pursuant to the Tax Receivable Agreement in excess of those that would result if such assumptions were not made. There is no maximum term for the Tax Receivable Agreement; however, the Tax Receivable Agreement may be terminated by us pursuant to an early termination procedure that requires us to pay the TRA Parties an agreed-upon amount equal to the estimated present value of the remaining payments to be made under the Tax Receivable Agreement (calculated utilizing certain assumptions).

The payment obligations under the Tax Receivable Agreement are obligations of GCM PubCo and not of GCMH. Although the actual timing and amount of any payments that may be made under the Tax Receivable Agreement will vary, we expect that the payments that GCM PubCo may be required to make under the Tax Receivable Agreement could be substantial. Any payments made by us to the TRA Parties under the Tax Receivable Agreement will generally reduce the amount of overall cash flow that might have otherwise been available to us or to GCMH and, to the extent that GCM PubCo is unable to make payments under the Tax Receivable Agreement for any reason, the unpaid amounts will be deferred and will accrue interest until paid; provided, however, that non-payment for a specified period may constitute a material breach of a material obligation under the Tax Receivable Agreement and therefore may accelerate payments due under the Tax Receivable Agreement. Decisions made by us in the course of running our business, such as with respect to mergers, asset sales, other forms of business combinations or other changes in control, may influence the timing and amount of payments that are received by a redeeming GCMH Equityholder under the Tax Receivable Agreement. For example, the earlier disposition of assets following an exchange or acquisition transaction will generally accelerate payments under the Tax Receivable Agreement and increase the present value of such payments. The provisions of the Tax Receivable Agreement may result in situations where the GCMH Equityholders have interests that differ from or are in addition to those of our other stockholders.

The Tax Receivable Agreement provides that if certain mergers, asset sales, other forms of business combination, or other changes of control were to occur, if we materially breach any of our material obligations under the Tax Receivable Agreement, if we experience certain events of default or other credit events, or if, at any time, we elect an early termination of the Tax Receivable Agreement, then the Tax Receivable Agreement may terminate and our obligations, or our successor’s obligations, under the Tax Receivable Agreement would accelerate and become due and payable, based on certain assumptions, including an assumption that we would have sufficient taxable income to fully utilize all potential future tax benefits that are subject to the Tax Receivable Agreement.

As a result of the foregoing, GCM PubCo could be required to make an immediate cash payment equal to the present value of the anticipated future tax benefits that are the subject of the Tax Receivable Agreement, which payment may be made significantly in advance of the actual realization, if any, of such future tax benefits; in the case of a change in control, payments may be required even in the absence of our obtaining any Basis Adjustments. GCM PubCo also could be required to make cash payments to the TRA Parties that are greater than the specified percentage of the actual benefits ultimately realized in respect of the tax benefits that are subject to the Tax Receivable Agreement. In these situations, GCM PubCo’s obligations under the Tax Receivable Agreement could have the effect of delaying, deferring

Amendment No. 1 to Forward Purchase Contract

On December 12, 2018, CFAC entered into the Forward Purchase Contract with the Sponsor, pursuant to which the Sponsor agreed to purchase (i) 3,000,000 units in CFAC and (ii) 750,000 shares of CFAC Class A common stock in exchange for an aggregate purchase price equal to $30,000,000. Each unit was offered by CFAC and purchased by the Sponsor on substantially the same terms as those units offered under the IPO at a purchase price $10.00 per unit, with each such unit comprising one share of CFAC Class A common stock and three-quarters of one warrant.

In connection with the execution of the Transaction Agreement, CFAC entered into Amendment No. 1 to the Forward Purchase Contract between CFAC and the Sponsor, pursuant to which, among other things, the Sponsor has agreed to forego its rights to purchase units as described above and, instead, has agreed, subject to CFAC’s consummation of a business combination with GCM PubCo and its affiliates, to purchase (1) 1,500,000 GCM PubCo private placement warrants and (ii) 3,500,000 shares of GCM Class A common stock in exchange for an aggregate purchase price equal to $30,000,000. Each GCM PubCo private placement warrant is exercisable to purchase one share of GCM Class A common stock at an exercise price of $11.50.

Background of the Business Combination

The terms of the business combination are the result of negotiations between the representatives of CFAC and GCM Grosvenor. The following is a brief description of the background of these negotiations and the resulting business combination.

CFAC is a blank check company incorporated in Delaware on July 9, 2014 and 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’s intention was to leverage the network of contacts developed by its officers and directors and those of its affiliates, including relationships in the financial services industry, comprising management teams of public and private companies, investment bankers, private equity sponsors, venture capital investors, advisers, attorneys and accountants that CFAC believed would help it locate, identify, pursue and review potential target companies.

On December 17, 2018, CFAC closed the IPO for the sale of 25,000,000 units at a price of $10.00 per unit, yielding gross proceeds of $250,000,000. Simultaneous with the closing of the IPO on December 17, 2018, CFAC consummated the sale of 600,000 private placement units at a price of $10.00 per unit ($6,000,000 in the aggregate) in a private placement with the Sponsor. On December 31, 2018, the underwriter partially exercised 2,500,000 units of the over-allotment option and on January 29, 2019, the underwriter partially exercised the over-allotment option and purchased an additional 758,413 Units.

Prior to the consummation of our IPO, CFAC had not selected any specific business combination target and CFAC had not, nor had anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any business combination target.

After the IPO, CFAC’s officers and directors commenced an active search for prospective businesses or assets to acquire in our initial business combination. Representatives of CFAC were contacted by, and representatives of CFAC contacted, numerous individuals, financial advisors and other entities who offered to present ideas for business combination opportunities.

During this search process, CFAC evaluated numerous business combination opportunities and entered into substantive discussions with multiple potential target businesses. CFAC evaluated, had discussions with, entered into non-disclosure agreements with and/or negotiated potential transaction terms with target businesses in a variety of industries, including:

•        Financial Services:    CFAC evaluated opportunities in the financial services sector with a focus on businesses in alternative investments and asset management, financial technology, automobile finance, consumer banking in developing markets and financial brokerage and advisory.

•        Insurance:    CFAC evaluated opportunities in the insurance space with a focus on commercial insurance brokerage firms across wholesale, specialty and reinsurance in the U.S. and internationally. Additionally, CFAC evaluated transactions with technology-enabled companies servicing the insurance industry including those providing consumer-focused services regarding healthcare insurance.

•        Technology:    CFAC evaluated opportunities in technology and technology-enabled sectors. The technology sector is a broad industry with companies innovating across a wide range of traditional sectors. CFAC similarly evaluated a range of businesses offering technology applications that provide services including, but not limited to, Payment Processing, Augmented Reality Devices and Glass Manufacturing.

•        Real Estate:    CFAC’s officers have a depth of knowledge in commercial real estate services through Cantor’s ownership of Newmark Group, Inc., a large international commercial real estate services firm. Given the Sponsor’s knowledge of the real estate sector, CFAC sourced multiple opportunities that range from traditional commercial real estate development to real estate focused investment funds to providers of flexible office space solutions.

•        Healthcare:    CFAC evaluated a diverse group of companies in the healthcare sector. Areas of focus included biotech, late-stage drug development, home medical equipment providers, medical device companies and skilled nursing facilities.

•        Automotive:    CFAC evaluated a range of opportunities in the automotive space with a focus on potential targets that offered new, tech-enabled business models to enable customers to access and own cars including subscription-based services, peer-to-peer car marketplaces and 100% online pre-owned car sales. Additionally, CFAC evaluated traditional new and pre-owned car dealerships in emerging markets.

CFAC ultimately determined that pursuing a potential business combination with GCM Grosvenor was the most attractive opportunity for CFAC and its stockholders. The opportunity of a business combination with GCM Grosvenor met CFAC’s key investment criteria, including, among others, a readily understood business model with sustainable competitive advantages, predictable cash flows, a deep and talented management team, and attractive growth prospects — all at an attractive valuation.

During the week of May 11, 2020 a representative of M. Klein contacted a representative of CFAC identifying GCM Grosvenor as a potential business combination target for CFAC. At the time the transaction was presented to CFAC, another potential investor had expressed willingness to participate in a transaction with GCM Grosvenor, but GCM Grosvenor had rejected such a transaction as being at an inadequate equity valuation, and discussions with that investor did not continue. During the weeks of May 18th and May 25th, representatives of CFAC, GCM Grosvenor and The Klein Group discussed various aspects of a potential business combination, including, among other things, valuation, the prospects of a high-voting class governance structure, process considerations applicable to transactions with special purpose acquisition companies (for example, with respect to required approvals, typical due diligence process and investor outreach), public company readiness and related concerns, financing options and deal certainty in light of CFAC’s public stockholders having redemption rights in respect of its public shares with respect to a business combination transaction. Ultimately, after further negotiation among the parties and receiving feedback from their respective advisors, CFAC and GCM Grosvenor agreed in principle to an equity valuation of the Grosvenor Companies of $1.5 billion ($2 billion enterprise value inclusive of debt and debt-like items including the Mosaic call option), subject to due diligence, which was consistent with CFAC’s evaluation of the business, comparable companies in analogous markets and feedback from its financial advisors about the then-current view of high growth companies in the public markets. For more information about the factors considered by CFAC’s board of directors in approving the Transactions, see the section entitled below “CFAC’s Board of Directors’ Reasons for the Approval of the Business Combination

During the week of May 18, 2020, GCM Grosvenor informed its legal counsel, Latham & Watkins LLP (“Latham”), about the potential CFAC transaction. GCM Grosvenor also included JP Morgan Securities LLC (“JPM”), who was providing advisory services to the company, to assist on the potential transaction and the SPAC industry generally.

On May 28, 2020, CFAC sent a draft Non-Disclosure Agreement (the “NDA”) to GCM Grosvenor and GCM Grosvenor began working with Latham on a draft non-binding summary of terms (the “Term Sheet”) for the business combination transaction.

On May 29, 2020, at a special meeting of the board of directors of CFAC, the CFAC board of directors was informed that CFAC was negotiating the terms of a transaction with GCM Grosvenor. The CFAC board of directors was provided background information on GCM Grosvenor, which was also provided in a presentation sent to the CFAC board of directors. The CFAC board of directors received initial proposed terms of an acquisition of GCM Grosvenor and timing considerations. By a unanimous vote the CFAC board of directors authorized CFAC to sign a non-binding term sheet with GCM Grosvenor that was similar to the terms described to the CFAC board of directors during the meeting.

After a round of commenting on the NDA, both parties signed the NDA on June 2, 2020. Beginning on June 2, 2020 and continuing for the next several weeks, the CFAC management team and its advisors continued and expanded on its due diligence of the Grosvenor Companies to date, including by requesting documentation from and telephonic conferences with the GCM Grosvenor management team and its advisors.

Initial discussions regarding a potential transaction between GCM Grosvenor and CFAC included a potential third party PIPE investor considering an investment of $100 million. The initial potential PIPE investor was provided the same information given to CFAC. Ultimately the parties decided to proceed without this third party investor, instead opting to pursue a more diverse, traditional PIPE investor base should the transaction move forward.

On June 5, 2020 representatives from CFAC and GCM Grosvenor held an all hands call to discuss the proposed process timeline, diligence plan, PIPE alternatives and proposed timeline for raising a PIPE, and signing and announcing a transaction.

On June 7, 2020, representatives from each of GCM Grosvenor, CFAC and The Klein Group participated in a telephonic conference where CFAC indicated its willingness to proceed with the proposed business combination at a valuation of $1.5 billion of equity value, subject to continued confirmatory due diligence to be completed over the coming weeks. Such valuation was verbally agreed to by GCM Grosvenor. Following such call, the parties (including JPM as GCM Grosvenor’s advisor) began working on materials for the PIPE placement process.

On June 8, 2020, representatives of CFAC provided GCM Grosvenor with an initial draft term sheet for review that confirmed the agreed upon $1.5 billion pre-adjustment equity valuation and the proposed investment amounts at the Closing by the Sponsor of $30,000,000 and M. Klein of $10,000,000 for shares of GCM Class A common stock. Such draft term sheet also included a proposal to cancel one-third of the existing shares of CFAC Class B common stock held by the Sponsor in conjunction with the proposed transaction.

On June 11, 2020, representatives of GCM Grosvenor and CFAC participated in a telephonic conference to discuss governance terms, where GCM Grosvenor indicated the necessary elements to consummate a deal would include maintaining ownership for the management team consistent with historical levels and structuring the transaction to include a high-voting class governance structure with certain customary stockholder approval rights, consistent with the many other alternative asset managers that operate as public companies. GCM Grosvenor and CFAC agreed that ensuring the continuity and stability of the existing team’s leadership and control of the combined company was in the best interest of GCM Grosvenor’s clients, and therefore, for CFAC stockholders.

On June 12, 2020, representatives of GCM Grosvenor sent CFAC a written summary of proposed governance terms that included a high-voting class governance structure to ensure control of the combined company post-business combination, as would be expected by asset management clients. Representatives of each of GCM Grosvenor and CFAC followed-up by telephone to affirm agreement on the proposed structure and intention to proceed with negotiating a full term sheet.

On June 18, 2020, GCM Grosvenor delivered a draft of the Term Sheet to CFAC in response to CFAC’s initial draft term sheet. In addition to the Term Sheet, GCM Grosvenor also included a proposed summary steps chart and associated share count transaction summary. After review and discussion, CFAC provided written comments on the Term Sheet to GCM Grosvenor on June 23, 2020. During the period from June 23, 2020 through June 30, 2020, the parties continued to discuss the terms of the proposed transaction and exchanged drafts of the Term Sheet. The principal terms being negotiated were exclusivity, restructuring of the founder shares, conditions to the closing, minimum proceeds and efforts to obtain regulatory approvals.

On July 1, 2020, the GCM Grosvenor management team hosted a telephonic conference with members of the CFAC management team to provide additional detail on the GCM Grosvenor business.

On July 2, 2020, at a special meeting of the board of directors of CFAC, the CFAC board of directors was provided a draft investor presentation prepared by GCM Grosvenor, CFAC and The Klein Group, certain investor materials prepared by JPM and a finalized version of the Term Sheet. After review and discussion, the CFAC board of directors agreed that CFAC management should continue negotiations for a business combination with GCM Grosvenor.

On July 3, 2020, CFAC and GCM Grosvenor executed the Term Sheet, effective July 1, 2020. The Term Sheet contemplated entering into a business combination between CFAC and GCM Grosvenor for aggregate consideration based on an equity value of GCM Grosvenor of $1.5 billion. The Term Sheet contemplated that the Transaction would follow an “Up-C” structure with certain of the current equityholders of GCM Grosvenor retaining their limited partnership interests in GCM Grosvenor. Additionally, the Term Sheet contemplated a high-vote governance structure as part of the transaction that would provide the current majority owner of GCM Grosvenor with continuing control over GCM PubCo following the closing of the business combination via high-voting shares until the Sunset Date. The Term Sheet also contemplated that in connection with the proposed transaction, the Sponsor would subscribe for (i) 3,000,000 shares of GCM Class A common stock and (ii) 500,000 shares of GCM Class A common stock and 1,500,000 GCM PubCo common warrants as part of the Sponsor promote pursuant to the forward purchase contract, as amended, and M. Klein would subscribe for 1,000,000 shares of GCM Class A common stock. Additionally, additional private investors would enter into a subscription agreement for a private placement of GCM Class A common stock (“PIPE Transaction”) which would close simultaneously with the closing of the business combination. The Term Sheet stated that all terms were subject to ongoing due diligence and provided for a period of exclusivity for the parties to negotiate the transaction agreements.

Between July 1, 2020 and July 12, 2020 more detailed information was exchanged via e-mail at CFAC’s request. On July 12, 2020, GCM Grosvenor arranged for a formal digital data room to be established to provide certain additional detailed financial and legal materials to CFAC. Additional information was provided and numerous follow-up diligence calls were hosted over the next several weeks as requested by CFAC. Further detailed information included detail financial and reporting backup, detailed contract and legal documentation, and a full projection model. Such diligence continued as requested by CFAC up through negotiation of the definitive documentation and associated schedules.

Concurrently with the execution of the Term Sheet, GCM Grosvenor, CFAC, their respective financial advisors and attorneys began preparations for the PIPE Transaction. Commencing during the week of June 29, 2020, the parties and their representatives identified potential investors to approach for the PIPE Transaction solicitation process and GCM Grosvenor prepared an investor presentation for such process. CFAC signed engagement letters with JPM and Cantor Fitzgerald & Co. (“CF&Co.”, together with JPM, the “Placement Agents”) dated July 6, 2020 and July 17, 2020, respectively, to act as placement agents in connection with the PIPE Transaction. Beginning on July 8, 2020, the Placement Agents contacted potential investors who have a track record of long-term investments and an interest in investing in similar transactions on a “wall cross” basis to arrange for investor meetings with GCM Grosvenor and CFAC. From July 13, 2020 through July 27, 2020, GCM Grosvenor and CFAC, together with the Placement Agents, held investor meetings with certain potential investors in the PIPE Transaction. Michael Sacks, Jon Levin and their colleagues attended various investor meetings on behalf of GCM Grosvenor, and Howard Lutnick or his designated representative attended various investor meetings on behalf of CFAC. GCM Grosvenor arranged for a digital data room to be established to provide certain materials to prospective PIPE Transaction investors who agreed to be brought “over the wall”. A draft subscription agreement was made available to potential investors through the digital data room on July 17, 2020. From July 13, 2020 through the week of July 27, 2020, GCM Grosvenor, CFAC and the Placement Agents held follow-up phone calls with prospective investors in the PIPE Transaction, negotiated the terms of the Subscription Agreement and Registration Rights Agreement with prospective investors and their respective counsel, and received indications of interest. The Placement Agents, CFAC and GCM Grosvenor finalized proposed allocations with the prospective investors on July 30, 2020.

On July 16, 2020, Latham provided initial drafts of the Transaction Agreement and the A&R LLLPA to CFAC. During the weeks of July 20th and 27th representatives of CFAC, GCM Grosvenor and their respective legal counsel conducted various telephonic conferences and exchanged drafts of the key and ancillary agreements related to the business combination, including the form of Subscription Agreement, the Sponsor Support Agreement, the Amendment No. 1 to Forward Purchase Contract, the form of Stockholders’ Agreement, the form of Registration Rights Agreement, the form of GCM PubCo Amended and Restated Charter, the form of GCM PubCo Amended and Restated Bylaws, the form of A&R LLLPA, the form of Tax Receivable Agreement, the 2020 Plan and negotiated and resolved all open items for consideration.

On July 31, 2020, representatives of Cantor, CF&Co. and Hughes Hubbard & Reed LLP, legal counsel to CFAC, prepared preliminary high level due diligence reports. The reports provided a summary of matters reviewed during the course of the due diligence review, which with respect to the Grosvenor Companies, involved, among other things, reviewing materials posted to the virtual data room, discussing certain due diligence matters and posing

follow-up questions to management of the Grosvenor Companies telephonically (including multiple legal, financial and operational due diligence calls held with members of the Grosvenor Companies’ management on July 14, 2020, July 15, 2020, July 21, 2020, July 22, 2020, July 24, 2020, July 28, 2020, July 29, 2020, July 30, 2020 and July 31, 2020), and included certain supplemental information provided by representatives of the Grosvenor Companies in response to written supplemental due diligence questions.

On July 31, 2020, at a special meeting of the board of directors of CFAC, the CFAC board of directors was provided a board presentation prepared by CF&Co., an investor presentation prepared by GCM, CFAC and The Klein Group, and then current drafts of each of the transaction documents. After review and discussion, the CFAC board of directors agreed that management should continue to finalize negotiations with GCM Grosvenor and finalize all transaction documents. CFAC’s board of directors with the assistance of their legal advisors discussed and reviewed the proposed business combination, including the terms and conditions of the Transaction Agreement and the key ancillary agreements, the potential benefits of, and risks relating to the proposed business combination, the reasons for entering into the Transaction Agreement, the proposed timeline for entering into the definitive transaction agreements and announcing the proposed business combination, and related fiduciary duties. See “— CFAC’s Board of Directors’ Reasons for the Approval of the Business Combination” for additional information related to the factors considered by CFAC’s board of directors in approving the business combination.

On July 31, 2020, at the same special meeting of CFAC’s board of directors, in connection with the discussion of the terms and conditions of the Transaction Agreement, CFAC’s board of directors also discussed seeking an extension of the time period CFAC had to complete its initial business combination (as contemplated by the Transaction Agreement).

On August 2, 2020, the parties finalized the transaction documents (or forms thereof) with respect to the business combination based on the terms previously agreed upon by the parties, including the Subscription Agreements, the Sponsor Support Agreement, the Amendment No. 1 to Forward Purchase Contract, the form of Stockholders’ Agreement, the form of Registration Rights Agreement, the form of GCM PubCo Amended and Restated Charter, the form of GCM PubCo Amended and Restated Bylaws, the form of A&R LLLPA, the form of Tax Receivable Agreement, the 2020 Plan, which were also negotiated in connection with the Transaction Agreement, and the proposed materials in respect of the public announcement of the business combination, including a press release.

On August 2, 2020, after finalization of all the transaction documents, legal counsel to CFAC provided execution draft copies of all the agreed upon transaction documents to the CFAC board of directors and the audit committee of the CFAC board of directors. Legal counsel to CFAC also provided the board and audit committee of CFAC with written resolutions approving the Transactions. By unanimous written consent, the board of directors of CFAC determined, among other things, (i) that the Business Combination Proposal is in the best interests of CFAC and its stockholders and recommended that its stockholders vote “FOR” the proposal, (ii) that it was in the best interests of CFAC and its shareholders to (A) extend the date before which CFAC must complete a business combination from September 17, 2020 to December 17, 2020 under CFAC’s amended and restated certificate of incorporation, and (B) extend the date on which the trustee must liquidate the Trust Account if CFAC has not completed its initial business combination from September 17, 2020 to December 17, 2020, and (iii) to recommend to the CFAC stockholders that they vote to adopt such amendments.

Later on August 2, 2020, CFAC, the Sponsor, IntermediateCo, the GCM Companies, GCMHGP LLC, GCM PubCo, GCM V and the GCMH Equityholders executed the Transaction Agreement.

Concurrent with the execution of the Transaction Agreement, CFAC also entered into the Subscription Agreements, the Amendment No. 1 to Forward Purchase Contract and the Sponsor Support Agreement, in each case, with the counterparties thereto. See “— Related Agreements” for additional information.

On August 3, 2020, CFAC and GCM Grosvenor issued a press release announcing the execution of the Transaction Agreement, which CFAC filed with a Current Report on Form 8-K along with an investor presentation providing information on the Grosvenor Companies and the proposed business combination.

On August 3, 2020, CFAC filed a Current Report on Form 8-K/A with the executed Transaction Agreement, the Amendment No. 1 to Forward Purchase Contract, the Sponsor Support Agreement and the form of Subscription Agreement.