Item 8.01. Other Events.
On October 1, 2020, CF Finance Acquisition Corp. (the "Company" or "CFFA")
issued a press release announcing that it has established Thursday, October 8,
2020 as the record date (the "Record Date") for its special meeting of
stockholders (the "Special Meeting") to be held with respect to the previously
announced business combination (the "Business Combination") with GCM Grosvenor
Inc. ("GCM PubCo"), a Delaware corporation and a direct wholly owned subsidiary
of Grosvenor Capital Management Holdings, LLLP ("Grosvenor Capital"), an
Illinois limited liability limited partnership, pursuant to that certain
Transaction Agreement (the "Transaction Agreement") by and among CFFA, CF
Finance Intermediate Acquisition, LLC, a Delaware limited liability company and
direct wholly owned subsidiary of CFFA, CF Finance Holdings, LLC, a Delaware
limited liability company, Grosvenor Holdings, L.L.C., an Illinois limited
liability company, Grosvenor Capital, GCM Grosvenor Management, LLC, a Delaware
limited liability company, Grosvenor Holdings II, L.L.C., a Delaware limited
liability company, GCMH GP, L.L.C., a Delaware limited liability company, GCM V,
LLC, a Delaware limited liability company, and GCM PubCo. The Company also
announced that it will establish the date of the Special Meeting at a later time
closer to the completion by the U.S. Securities and Exchange Commission ("SEC")
of its review of the registration statement on Form S-4 filed in connection with
the Business Combination.
A copy of the press release is attached as Exhibit 99.1 to this Current Report
on Form 8-K and incorporated herein by reference.
Forward-Looking Statements
This document contains certain forward-looking statements within the meaning of
the federal securities laws with respect to the proposed transactions (the
"Transactions") between GCM PubCo and CFFA, including statements regarding the
anticipated timing of the Transactions. 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
document, including but not limited to: (i) the risk that the Transactions may
not be completed in a timely manner or at all, which may adversely affect the
price of CFFA's securities, (ii) the risk that the Transactions may not be
completed by CFFA's business combination deadline and the potential failure to
obtain an extension of the business combination deadline if sought by CFFA,
(iii) the failure to satisfy the conditions to the consummation of the
Transactions, including the approval by the stockholders of CFFA, the
satisfaction of the minimum trust account amount following redemptions by CFFA's
public stockholders and the receipt of certain governmental and regulatory
approvals, (iv) the occurrence of any event, change or other circumstance that
could give rise to the termination of the transaction, (v) the effect of the
announcement or pendency of the Transactions on Grosvenor Capital's business
relationships, performance, and business generally, (vi) risks that the
Transactions disrupt current plans of Grosvenor Capital and potential
difficulties in Grosvenor Capital employee retention as a result of the
Transactions, (vii) the outcome of any legal proceedings that may be instituted
against GCM PubCo or against CFFA related to the Transactions, (viii) the
ability to maintain the listing of GCM PubCo's stock on the Nasdaq Stock Market,
(ix) volatility in the price of CFFA's securities, (ix) the ability to implement
business plans, forecasts, and other expectations after the completion of the
Transactions, and identify and realize additional opportunities, and (x) the
risk of downturns in the highly competitive asset management industry. The
foregoing list of factors is not exhaustive. You should carefully consider the
foregoing factors and the other risks and uncertainties described in the "Risk
Factors" section of CFFA's Annual Reports on Form 10-K, Quarterly Reports on
Form 10-Q, the joint registration statement/proxy statement on Form S-4
discussed below and other documents filed by CFFA from time to time with the
SEC. 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 PubCo and CFFA assume no
obligation and do not intend to update or revise these forward-looking
statements, whether as a result of new information, future events, or otherwise.
Neither GCM PubCo nor CFFA gives any assurance that either GCM PubCo or CFFA
will achieve its expectations.
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Additional Information and Where to Find It
This document does not constitute an offer to sell or exchange, or the
solicitation of an offer to buy or exchange, any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer, sale or exchange
would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. CFFA and GCM PubCo have filed a registration
statement on Form S-4 that includes a joint proxy statement/prospectus. The
proxy statement/prospectus will be sent to all CFFA stockholders. CFFA and GCM
PubCo also will file other documents regarding the Transactions with the SEC.
Before making any voting decision, investors and security holders of CFFA are
urged to read the registration statement, the proxy statement/prospectus and all
other relevant documents filed or that will be filed with the SEC in connection
with the Transactions as they become available because they will contain
important information about the Transactions.
Investors and security holders will be able to obtain free copies of the proxy
statement/prospectus and all other relevant documents filed or that will be
filed with the SEC by CFFA through the website maintained by the SEC at
www.sec.gov.
Participants in Solicitation
CFFA and GCM PubCo and their respective directors and officers may be deemed to
be participants in the solicitation of proxies from CFFA's stockholders in
connection with the Transactions. Information about CFFA's directors and
executive officers and their ownership of CFFA's securities is set forth in the
Form S-4 registration statement filed by GCM PubCo that includes a joint proxy
statement/prospectus. Additional information regarding the interests of those
persons and other persons who may be deemed participants in the Transactions may
be obtained by reading the proxy statement/prospectus regarding the
Transactions. You may obtain free copies of these documents as described in the
preceding paragraph.
Item 9.01. Financial Statements and Exhibits.
Exhibit
Number Description
99.1 Press Release, dated October 1, 2020.
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