Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
November 06 2020 - 10:21AM
Edgar (US Regulatory)
Filed by GCM Grosvenor Inc.
pursuant to Rule 425 under the Securities
Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: CF Finance Acquisition Corp.
Commission File No.: 001-38759
PRESS
RELEASE
CF
Finance Acquisition Corp. and GCM Grosvenor Announce Receipt of All Approvals Required for Business Combination
Transaction
Expected to Close on November 17, 2020
NEW
YORK and CHICAGO, November 6, 2020 – CF Finance Acquisition Corp. (“CFAC”) (NASDAQ: CFFA) and GCM Grosvenor,
a global alternative asset management firm, announced today that they have received all required approvals for their previously
announced business combination. The transaction has been unanimously approved by the board of directors of CFAC and was approved
at a special meeting of CFAC shareholders on November 3, 2020. The closing of the transaction is anticipated to occur on Tuesday,
November 17, 2020, subject to customary closing conditions. GCM Grosvenor Inc.’s Class A common stock is expected to be
listed on the NASDAQ exchange following the closing of the transaction under the ticker “GCMG.”
Upon
the completion of the transaction, GCM Grosvenor management will own in excess of 78% of the equity interests of the post-transaction
company. 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 pay cash consideration to GCM Grosvenor’s current investors, including Hellman and
Friedman, pay transaction expenses, reduce GCM Grosvenor’s existing indebtedness, and fund GCM Grosvenor’s future
growth.
Additional
information is available at www.gcmgrosvenor.com/public-shareholders.
About
GCM Grosvenor
GCM
Grosvenor is a global alternative asset management solutions provider 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 485 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. CFAC's securities are 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 federal securities laws, including with respect
to the expected timing of the proposed transaction between GCM Grosvenor and CFAC and expected listing on the NASDAQ exchange.
These forward-looking statements generally are identified by words such as “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 but not limited to: (i) the risk that the transaction
may not be completed in a timely manner or at all, (ii) the risk that the transaction may not be completed by CFAC’s business
combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by CFAC,
(iii) the failure to satisfy the conditions to the consummation of the transaction, (iv) the occurrence of any event, change or
other circumstance that could give rise to the termination of the transaction, and (v) the ability to satisfy the listing requirements
of The Nasdaq Stock Market. 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 the joint prospectus/proxy statement
filed by GCM Grosvenor in connection with the transaction and other documents filed by CFAC and GCM Grosvenor Inc. from time to
time with the U.S. Securities and Exchange Commission (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 Grosvenor and CFAC 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 Grosvenor nor CFAC gives any assurance
that GCM Grosvenor will achieve its expectations.
Additional
Information and Where to Find It
This
press release relates to a proposed transaction between GCM Grosvenor and CFAC. This press release 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. GCM Grosvenor Inc. filed a registration statement on Form S-4 that has been declared effective
by the Securities and Exchange Commission and includes a joint proxy statement/prospectus. The proxy statement/prospectus has
been sent to all CFAC stockholders as of October 8, 2020. CFAC and GCM Grosvenor Inc. also will file other documents regarding
the proposed transaction with the SEC. Investors and security holders of CFAC 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 proposed
transaction as they become available. 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 CFAC through the website maintained by the SEC at
www.sec.gov.
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
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