UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported) November 17, 2020

 

GCM Grosvenor Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   333-242297   85-2226287
(State or other jurisdiction
of incorporation) 		  (Commission
File Number) 		  (IRS Employer
Identification No.)

 

900 North Michigan Avenue

Suite 1100

Chicago, Illinois

  60611
(Address of principal executive offices)   (Zip Code)

 

(312) 506-6500

Registrant’s telephone number, including area code

 

Not Applicable

(Former name or former address, if changed since last report.)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
None   Not Applicable   Not Applicable

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

Item 7.01. Regulation FD Disclosure.

On November 17, 2020, GCM Grosvenor Inc. (the “Company”) issued a press release announcing the completion of its previously announced business combination transaction with CF Finance Acquisition Corp. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and such financial information is incorporated herein by reference.

The information furnished in this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1 Press Release, dated November 17, 2020.

 

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

    GCM Grosvenor Inc.
     
Date: November 17, 2020 By: /s/ Michael J. Sacks
    Name:  Michael J. Sacks
    Title: Chief Executive Officer

 

 

 

 

 

 

Exhibit 99.1

 

 

 

 

 

PRESS RELEASE

GCM Grosvenor Announces Completion of Business Combination

Firm Will Begin Trading on The Nasdaq Capital Market Under the Ticker ‘GCMG’ on Nov. 18, 2020

CHICAGO, November 17, 2020 – GCM Grosvenor, a global alternative asset management firm, and CF Finance Acquisition Corp. (“CFAC”) (NASDAQ: CFFA) announced today that they have completed their business combination. The Class A common stock of the combined company, which will operate as GCM Grosvenor Inc., is scheduled to begin trading on The Nasdaq Capital Market under the ticker “GCMG” beginning on November 18, 2020.

GCM Grosvenor is a leading alternative solutions provider with assets under management across private equity, infrastructure, real estate, credit and absolute return investment strategies. The firm is in its 50th year of operation and is dedicated to delivering value for clients in the growing alternative investment asset classes.

“We are excited to build upon our five decades as a leader in providing alternative asset management solutions to our clients,” said Michael Sacks, GCM Grosvenor’s Chairman and CEO. “We have long believed that we succeed when our clients succeed, and we look forward to continuing to serve our clients while building value for our public shareholders.”

The cash held in CFAC’s trust account, together with the $195 million in PIPE proceeds and $30 million investment from Cantor Fitzgerald, will be used to purchase shares from certain GCM Grosvenor pre-transaction equity holders, reduce GCM Grosvenor’s existing indebtedness, fund GCM Grosvenor’s future growth, and pay transaction expenses. At the completion of the transaction, GCM Grosvenor management owns in excess of 78% of the equity interests of the combined company.

Advisors

J.P. Morgan served as exclusive financial advisor to GCM Grosvenor on the business combination and William Blair & Company served as capital markets advisor to GCM Grosvenor. Latham & Watkins LLP served as legal counsel to GCM Grosvenor.

Cantor Fitzgerald & Co. acted as financial and capital markets advisor to CFAC and The Klein Group, LLC acted as M&A advisor to CFAC. Hughes Hubbard & Reed LLP and Ellenoff Grossman & Schole LLP served as legal counsel to CFAC.

J.P. Morgan and Cantor Fitzgerald & Co. served as placement agents for the PIPE financing.

About GCM Grosvenor

GCM Grosvenor is a global alternative asset management solutions provider with assets under management across private equity, infrastructure, real estate, credit, and absolute return investment strategies. The firm is in its 50th year of operation and is dedicated to delivering value for clients in the growing alternative investment asset classes.

GCM Grosvenor’s experienced team of approximately 500 professionals serves a global client base of institutional and high net worth investors. The firm is headquartered in Chicago, with offices in New York, Los Angeles, London, Tokyo, Hong Kong, and Seoul.

 

 

 

 

About CF Finance Acquisition Corp.

CF Finance Acquisition Corp. is a public investment vehicle 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 is led by its Chairman and Chief Executive Officer, Howard W. Lutnick, who is also the Chairman and Chief Executive Officer of Cantor Fitzgerald. Prior to the business combination, CFAC's securities were traded on the Nasdaq Capital Market under the ticker symbols CFFA, CFFAW and CFFAU.

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the expected future performance of GCM Grosvenor’s business and the completed business transaction. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including without limitation, the historical performance of our funds may not be indicative of our future results; risks related to redemptions and termination of engagements; effect of the COVID-19 pandemic on our business; the variable nature of our revenues; competition in our industry; effects of government regulation or compliance failures; market, geopolitical and economic conditions; identification and availability of suitable investment opportunities; and risks related to the performance of our investments. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the joint registration statement/proxy statement on Form S-4 filed by GCM Grosvenor Inc. and its other filings with the U.S. Securities and Exchange Commission. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and GCM Grosvenor assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

 

GCM Grosvenor Public Shareholders Contact
Stacie Selinger

sselinger@gcmlp.com

312-506-6583

Media Contacts
Tom Johnson and Will Braun
Abernathy MacGregor
tbj@abmac.com / whb@abmac.com
212-371-5999

Karen Laureano-Rikardsen

klrikardsen@cantor.com

212-829-4975