PRER14A 1 prer14aa10920_cffinanceacq.htm PROXY STATEMENT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_________________

SCHEDULE 14A

_________________

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

(Amendment No. 1)

Filed by the Registrant

 

S

   

Filed by a Party other than the Registrant

 

£

   

Check the appropriate box:

S

 

Preliminary Proxy Statement

£

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

£

 

Definitive Proxy Statement

£

 

Definitive Additional Materials

£

 

Soliciting Material Under Rule 14a-12

CF FINANCE ACQUISITION CORP.

(Name of Registrant as Specified in Its Charter)

____________________________________________________________

(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

£

 

No fee required.

£

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

S

 

Fee paid previously with preliminary materials.

£

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

   

(1)

 

Amount Previously Paid:

       

 

   

(2)

 

Form, Schedule or Registration Statement No.:

       

 

   

(3)

 

Filing Party:

       

 

   

(4)

 

Date Filed:

       

 

 

The information in this preliminary proxy statement/prospectus is not complete and may be changed. These securities may not be issued until the registration statement filed with the U.S. Securities and Exchange Commission is effective. The preliminary proxy statement/prospectus is not an offer to sell these securities and does not constitute the solicitation of offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY — SUBJECT TO COMPLETION, DATED SEPTEMBER 18, 2020

PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS
OF CF FINANCE ACQUISITION CORP.

PROSPECTUS FOR
26,384,840 SHARES OF CLASS A COMMON STOCK
21,493,809 WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK AND
21,493,809 SHARES OF CLASS A COMMON STOCK UNDERLYING WARRANTS
OF GCM GROSVENOR INC.

The board of directors of CF Finance Acquisition Corp., a Delaware corporation (“CFAC”), has unanimously approved the transaction agreement, dated as of August 2, 2020 (as may be amended from time to time, the “Transaction Agreement”), by and among CFAC, CF Finance Intermediate Acquisition, LLC, a Delaware limited liability company (“IntermediateCo”), CF Finance Holdings, LLC, a Delaware limited liability company (the “Sponsor”), Grosvenor Capital Management Holdings, LLLP, an Illinois limited liability limited partnership that will be redomiciled as a Delaware limited liability limited partnership in the Grosvenor Redomicile and LLLPA Amendment (each as defined below) (“GCMH”), Grosvenor Holdings, L.L.C., an Illinois limited liability company (“Holdings”), GCM Grosvenor Management, LLC, a Delaware limited liability company (“Management LLC”), and Grosvenor Holdings II, L.L.C., a Delaware limited liability company (together with Holdings and Management LLC, collectively, the “GCMH Equityholders”), GCMH GP, L.L.C., a Delaware limited liability company (“GCMHGP LLC”), GCM V, LLC, a Delaware limited liability company (“GCM V”), and GCM Grosvenor Inc., a Delaware corporation (“GCM PubCo”), attached to this proxy statement/prospectus as Annex A, pursuant to which, among other transactions, 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 corporation (the “Merger” and, together with the other transactions contemplated by the Transaction Agreement, the “business combination”).

Immediately following the Merger and in accordance with the Transaction Agreement, a series of transactions will occur whereby (i) certain third-party investors will purchase an aggregate of 19,500,000 shares of Class A common stock of GCM PubCo, par value $0.0001 per share (“GCM Class A common stock”) for an aggregate purchase price of $195,000,000, (ii) the Sponsor will purchase 3,500,000 shares of GCM Class A common stock and 1,500,000 warrants to purchase GCM Class A common stock (which shall be in the identical form of the private placement warrants of CFAC) (“GCM PubCo private placement warrants”) for an aggregate purchase price of $30,000,000, (iii) the Sponsor will forfeit 2,351,534 shares of GCM Class A common stock and 150,000 GCM PubCo private placement warrants, (iv) GCM PubCo will issue 900,000 GCM PubCo private placement warrants to Holdings, (v) Holdings will assign its option to purchase certain limited partnership interests in GCMH to IntermediateCo for an amount calculated in accordance with the Transaction Agreement, and IntermediateCo will acquire such limited partnership interests for an amount calculated in accordance with the Transaction Agreement and such option, (vi) Holdings will have the right to require IntermediateCo to acquire certain limited partnership interests in GCMH from Holdings for an aggregate purchase price of up to $38,079,389.50, (vii) GCMHGP LLC will transfer its general partnership interest and limited partnership interests in GCMH to IntermediateCo for an amount calculated in accordance with the Transaction Agreement and Holdings will transfer all of the outstanding equity interests of GCM, L.L.C., a Delaware limited liability company, to IntermediateCo for an amount calculated in accordance with the Transaction Agreement, (viii) GCMH will be redomiciled as a Delaware limited liability limited partnership and its limited partnership agreement will be amended and restated, (ix) IntermediateCo will make a cash capital contribution to GCMH in exchange for common units of GCMH and warrants to purchase common units of GCMH, and (x) GCM PubCo will issue a number of shares of its Class C common stock to GCM V as calculated in accordance with the Transaction Agreement. As a result of the business combination, assuming (x) no redemptions of shares of CFAC Class A common stock in connection with the business combination and (y) Holdings’ sale of $38,079,389.50 of limited partnership interests in GCMH to IntermediateCo pursuant to clause (vi) above, the GCMH Equityholders will hold approximately 73.9% of the common units of GCMH and IntermediateCo will hold approximately 26.1% of the common units of GCMH.

 

As described in this proxy statement/prospectus, CFAC’s stockholders are being asked to consider and vote upon (among other things) the business combination and the other proposals set forth herein.

CFAC’s shares of Class A common stock, CFAC’s warrants and CFAC’s units are currently traded on The Nasdaq Capital Market (“Nasdaq”) under the ticker symbols “CFFA,” “CFFAW” and “CFFAU,” respectively. GCM PubCo has applied for listing, to be effective at the Closing, of its shares of Class A common stock and warrants on the Nasdaq under the symbols “GCMG” and “GCMGW,” respectively. GCM PubCo will not have units traded following the Closing.

It is anticipated that, upon completion of the Transactions (as defined herein) 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 (as defined herein) 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 (as defined herein) 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 (as defined herein)), representing approximately 75.0% of the voting power of GCM PubCo. As a result of the voting power controlled by GCM V, following the Transactions, GCM PubCo will qualify as a “controlled company” within the meaning of Nasdaq Listing Rule 5615(c) corporate governance requirements.

Each of CFAC and GCM PubCo is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected to comply with certain reduced public company reporting requirements.

This proxy statement/prospectus provides you with detailed information about the Transactions and other matters to be considered at the special meeting of CFAC’s stockholders. CFAC and GCM PubCo encourage you to carefully read this entire document. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 26.

These securities have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission nor has the Securities and Exchange Commission or any state securities commission passed upon the accuracy or adequacy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated         , 2020 and is first being mailed to CFAC stockholders on or about         , 2020.

Dear Stockholders of CFAC:

You are cordially invited to attend the special meeting of stockholders of CF Finance Acquisition Corp. (“CFAC”). At the special meeting, CFAC stockholders will be asked to consider and vote on proposals to:

(1)    (a) approve and adopt the Transaction Agreement, dated as of August 2, 2020 (as the same may be amended, the “Transaction Agreement”), by and among CFAC, IntermediateCo, the Sponsor, GCMH, the GCMH Equityholders, GCMHGP LLC, GCM V and GCM PubCo, pursuant to which, among other transactions, 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 corporation (the “Merger”), and (b) approve such Merger and the other transactions contemplated by the Transaction Agreement (the “business combination” and such proposal, the “Business Combination Proposal”);

(2)    approve and adopt four separate proposals with respect to material differences between CFAC’s amended and restated certificate of incorporation and bylaws and the GCM PubCo Amended and Restated Charter and the GCM PubCo Amended and Restated Bylaws that will be the certificate of incorporation of GCM PubCo following the Merger (the “Organizational Documents Proposals”);

(3)    approve, for purposes of complying with applicable listing rules of The Nasdaq Capital Market (“Nasdaq”), the issuance and sale of (a) 3,500,000 shares of GCM Class A common stock and 1,500,000 GCM PubCo

 

private placement warrants to the Sponsor, (b) 19,500,000 shares of GCM Class A common stock to certain third-party investors and (c) a number of shares of GCM Class C common stock to GCM V equal to the GCM V Class C Allocation (as defined below) (the “Nasdaq Proposal”);

(4)    approve and adopt the CF Finance Acquisition Corp. 2020 Incentive Award Plan (the “2020 Plan”) and material terms thereunder (the “2020 Plan Proposal”); and

(5)    approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Organizational Documents Proposals, the Nasdaq Proposal and the 2020 Plan Proposal (the “Adjournment Proposal” and, together with the Business Combination Proposal, the Organizational Documents Proposals, the Nasdaq Proposal and the 2020 Plan Proposal, the “Proposals”).

Each of the Proposals is more fully described in the accompanying proxy statement/prospectus, which each CFAC stockholder is encouraged to review carefully.

References to the “Transactions” are, collectively to (a) the business combination, (b) the other transactions contemplated by the Transaction Agreement and (c) the redemption by CFAC of shares of Class A common stock of CFAC (“CFAC Class A common stock”) held by any public stockholders (as defined below) in connection with the business combination.

CFAC Class A common stock and CFAC’s warrants, which are exercisable for shares of CFAC Class A common stock under certain circumstances, are currently listed on Nasdaq under the symbols “CFFA” and “CFFAW,” respectively. Certain shares of CFAC Class A common stock and warrants currently trade as units consisting of one share of CFAC Class A common stock and three-quarters of one public warrant, and are listed on Nasdaq under the symbol “CFFAU.” GCM PubCo has applied for listing, to be effective at the time of the business combination, of its GCM Class A common stock and warrants on Nasdaq under the symbols “GCMG” and “GCMGW,” respectively. GCM PubCo will not have units traded following consummation of the business combination. It is a condition of the consummation of the business combination that GCM Class A common stock is approved for listing on Nasdaq or the NYSE, but there can be no assurance such listing condition will be met. If such listing condition is not met, the Transactions will not be consummated unless the listing condition set forth in the Transaction Agreement is waived by the parties.

Pursuant to CFAC’s amended and restated certificate of incorporation, CFAC is providing the holders of shares of CFAC Class A common stock originally sold as part of the units issued in its initial public offering, which closed on December 17, 2018 (the “IPO” and such holders, the “public stockholders”), with the opportunity to redeem, upon the Closing, shares of CFAC Class A common stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing) in the trust account (the “Trust Account”) that holds the proceeds (including interest but net of franchise and income taxes payable) from the IPO and a concurrent private placement of units to the Sponsor. 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, subject to adjustment for taxes payable from interest earned. Public stockholders may elect to redeem their shares even if they vote for the Business Combination Proposal. 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(d)(3) of the Securities Exchange Act of 1934, as amended), 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 outstanding shares of CFAC Class A common stock sold in the IPO. Holders of CFAC’s outstanding warrants sold in the IPO, which are exercisable for shares of CFAC Class A common stock under certain circumstances, do not have redemption rights in connection with the business combination. The Sponsor and CFAC’s officers and directors have agreed to waive their redemption rights in connection with the Closing with respect to any shares of CFAC Class A common stock they may hold, and the founder shares and shares of CFAC Class A common stock underlying the 600,000 private placement units held by the Sponsor will be excluded from the pro rata calculation used to determine the per share redemption price. Currently, the Sponsor and CFAC’s officers and directors own approximately 26.7% of outstanding CFAC Class A common stock and CFAC Class B common stock, including all of the founder shares. The

 

Sponsor and CFAC’s officers and directors have agreed to vote any shares of CFAC Class A common stock and CFAC Class B common stock owned by them in favor of each of the Proposals.

CFAC is providing this proxy statement/prospectus and accompanying proxy card to its stockholders in connection with the solicitation of proxies to be voted at the special meeting and any adjournments or postponements of the special meeting. Your vote is very important. Whether or not you plan to attend the special meeting in person, please submit your proxy card without delay.

CFAC and GCM PubCo encourage you to read this proxy statement/prospectus carefully. In particular, you should review the matters discussed under the caption “Risk Factors” beginning on page 26 of this proxy statement/prospectus.

CFAC’s board of directors recommends that CFAC stockholders vote FOR each of the Proposals. When you consider the recommendation of CFAC’s board of directors in favor of each of the Proposals, you should keep in mind that certain of CFAC’s directors and officers have interests in the business combination that may conflict with your interests as a stockholder. See the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination.”

Approval of the Nasdaq Proposal, the 2020 Plan Proposal and the Adjournment Proposal requires the affirmative vote (in person or by proxy) of the holders of the majority of the outstanding shares of CFAC Class A common stock and CFAC Class B common stock entitled to vote and actually cast thereon at the special meeting, voting as a single class. Approval of the Business Combination Proposal and the Organizational Documents Proposals requires the affirmative vote (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.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the Proposals presented at the special meeting. If you fail to return your proxy card or fail to submit your proxy by telephone or over the Internet, or fail to instruct your bank, broker or other nominee how to vote, and do not attend the special meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the special meeting and, if a quorum is present, will have no effect on the Business Combination Proposal, the Nasdaq Proposal, the 2020 Plan Proposal or the Adjournment Proposal, but will have the same effect as a vote AGAINST each of the Organizational Documents Proposals. If you are a stockholder of record and you attend the special meeting and wish to vote in person, you may withdraw your proxy and vote in person.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST ELECT TO HAVE CFAC REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO CFAC’S TRANSFER AGENT AT LEAST TWO (2) BUSINESS DAYS PRIOR TO THE VOTE AT THE SPECIAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

Thank you for your consideration of these matters.

Sincerely,

   

 

   

Howard W. Lutnick
Chairman and Chief Executive Officer
CF Finance Acquisition Corp.

   

Whether or not you plan to attend the special meeting of CFAC stockholders, please submit your proxy by completing, signing, dating and mailing the enclosed proxy card in the pre-addressed postage paid envelope

 

or by using the telephone or Internet procedures provided to you by your broker or bank. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the special meeting of CFAC stockholders and vote in person, you must obtain a proxy from your broker or bank.

Neither the Securities and Exchange Commission nor any state securities commission has passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is criminal offense.

 

CF Finance Acquisition Corp.

110 East 59th Street
New York, New York 10022

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
OF CF FINANCE ACQUISITION CORP.

To Be Held On        , 2020

To the Stockholders of CF Finance Acquisition Corp.:

NOTICE IS HEREBY GIVEN that the special meeting of stockholders of CF Finance Acquisition Corp. (“CFAC”) will be held at          a.m., local time, on         , 2020, at          for the following purposes:

1.      Proposal No. 1 — The Business Combination Proposal — To consider and vote upon a proposal to (a) approve and adopt the Transaction Agreement, dated as of August 2, 2020 (as the same may be amended, the “Transaction Agreement”), by and among CFAC, IntermediateCo, the Sponsor, GCMH, the GCMH Equityholders, GCMHGP LLC, GCM V and GCM PubCo, pursuant to which, among other transactions, 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 corporation (the “Merger”), and (b) approve such Merger and the other transactions contemplated by the Transaction Agreement (the “business combination” and such proposal, the “Business Combination Proposal”).

2.      The Organizational Documents Proposals — To consider and vote upon the following four separate proposals (collectively, the “Organizational Documents Proposals”) to approve the following material differences between CFAC’s amended and restated certificate of incorporation and bylaws and the GCM PubCo Amended and Restated Charter and the GCM PubCo Amended and Restated Bylaws that will be the certificate of incorporation and bylaws of GCM PubCo following the Merger:

i.       Proposal No. 2 — Organizational Documents Proposal A — To authorize the change in the authorized capital stock of CFAC from 100,000,000 shares of Class A common stock, par value $0.0001 per share (the “CFAC Class A common stock”), 10,000,000 shares of Class B common stock, par value $0.0001 per share (the “CFAC Class B common stock”), and 1,000,000 preferred shares, par value $0.0001 per share, to 700,000,000 shares of Class A common stock, par value $0.0001 per share, of GCM PubCo (the “GCM Class A common stock”), 500,000,000 shares of Class B common stock, par value $0.0001 per share, of GCM PubCo (the “GCM Class B common stock”), 300,000,000 shares of Class C common stock, par value $0.0001 per share, of GCM PubCo (the “GCM Class C common stock”), and 100,000,000 shares of preferred stock, par value $0.0001 per share, of GCM PubCo.

ii.      Proposal No. 3 — Organizational Documents Proposal B — To authorize that holders of shares of GCM Class A common stock will be entitled to cast one vote per share of GCM Class A common stock and 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 (as defined below) and (2) from and after the Sunset Date, be entitled to cast one vote per share, as opposed to each share of CFAC Class A common stock and CFAC Class B common stock being entitled to one vote per share on each matter properly submitted to CFAC’s stockholders entitled to vote.

iii.     Proposal No. 4 — Organizational Documents Proposal C — To authorize that certain provisions of the certificate of incorporation of GCM PubCo and certain provisions of the bylaws of GCM PubCo, in each case, will be subject to the Stockholders’ Agreement.

iv.      Proposal No. 5 — Organizational Documents Proposal D — To authorize all other changes in connection with the replacement of CFAC’s amended and restated certificate of incorporation and bylaws with the GCM PubCo Amended and Restated Charter and the GCM PubCo Amended and Restated Bylaws as part of the Merger (copies of which are attached to this proxy statement/prospectus as Annex C and Annex D, respectively), including (a) changing the corporate name from

 

“CF Finance Acquisition Corp.” to “GCM Grosvenor Inc.,” (b) granting an explicit waiver regarding corporate opportunities to certain “exempted persons” (including each stockholder or director of GCM PubCo or any of its subsidiaries, other than a director that is an officer or employee of GCM PubCo or any of its subsidiaries in his or her capacity as such) and (c) removing certain provisions related to CFAC’s status as a blank check company that will no longer be applicable upon consummation of the business combination, all of which CFAC’s board of directors believes is necessary to adequately address the needs of GCM PubCo after the business combination.

3.      Proposal No. 6 — The Nasdaq Proposal — To consider and vote upon a proposal to approve, for purposes of complying with applicable listing rules of The Nasdaq Capital Market, the issuance and sale of (a) 3,500,000 shares of GCM Class A common stock and 1,500,000 GCM PubCo private placement warrants to the Sponsor, (b) 19,500,000 shares of GCM Class A common stock to certain third-party investors and (c) a number of shares of GCM Class C common stock to GCM V equal to the GCM V Class C Allocation (as defined below) (the “Nasdaq Proposal”).

4.      Proposal No. 7 — The 2020 Plan Proposal — To consider and vote upon a proposal to approve and adopt the CF Finance Acquisition Corp. 2020 Incentive Award Plan (the “2020 Plan”) and material terms thereunder (the “2020 Plan Proposal”). A copy of the 2020 Plan is attached to the accompanying proxy statement/prospectus as Annex G.

5.      Proposal No. 8 — The Adjournment Proposal — To consider and vote upon a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Organizational Documents Proposals, the Nasdaq Proposal and the 2020 Plan Proposal (the “Adjournment Proposal” and, together with the Business Combination Proposal, the Organizational Documents Proposals, the Nasdaq Proposal and the 2020 Plan Proposal, the “Proposals”).

References to the “Transactions” are, collectively, to (a) the business combination, (b) the other transactions contemplated by the Transaction Agreement and (c) the redemption by CFAC of shares of CFAC Class A common stock held by any public stockholders in connection with the business combination.

Only holders of record of CFAC Class A common stock and CFAC Class B common stock at the close of business on         , 2020 are entitled to notice of the special meeting and to vote at the special meeting and any adjournments or postponements thereof.

Pursuant to CFAC’s amended and restated certificate of incorporation, CFAC is providing the holders of shares of CFAC Class A common stock originally sold as part of the units issued in its initial public offering, which closed on December 17, 2018 (the “IPO” and such holders, the “public stockholders”), with the opportunity to redeem, upon the Closing, shares of CFAC Class A common stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing) in the trust account (the “Trust Account”) that holds the proceeds (including interest but net of franchise and income taxes payable) from the IPO and a concurrent private placement of units to CF Finance Holdings, LLC, a Delaware limited liability company (the “Sponsor”). 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. Public stockholders may elect to redeem their shares even if they vote for the Business Combination Proposal. 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(d)(3) of the Securities Exchange Act of 1934, as amended), 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 outstanding shares of CFAC Class A common stock sold in the IPO. Holders of CFAC’s outstanding warrants sold in the IPO, which are exercisable for shares of CFAC Class A common stock under certain circumstances, do not have redemption rights in connection with the business combination. The Sponsor and CFAC’s officers and directors have agreed to waive their redemption rights in connection with the Closing with respect to any shares of CFAC Class A common stock they may hold, and the founder shares and shares of CFAC Class A common stock underlying the 600,000 private placement units held by the Sponsor will be excluded from the pro rata calculation used to determine the per share redemption price. Currently, the Sponsor and CFAC’s officers and

 

directors own approximately 26.7% of outstanding CFAC Class A common stock and CFAC Class B common stock, including all of the founder shares. The Sponsor and CFAC’s officers and directors have agreed to vote any shares of CFAC Class A common stock and CFAC Class B common stock owned by them in favor of each of the Proposals.

The Closing is conditioned on the approval of the Business Combination Proposal, the Organizational Documents Proposals, the Nasdaq Proposal and the 2020 Plan Proposal at the special meeting. The Organizational Documents Proposals and the 2020 Plan Proposal are conditioned on the approval of the Business Combination Proposal and the Nasdaq Proposal. The Adjournment Proposal is not conditioned on the approval of any other Proposal set forth in the accompanying proxy statement/prospectus.

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the annexes thereto) for a more complete description of the proposed business combination and related Transactions and each of the Proposals. You are encouraged to read this proxy statement/prospectus carefully. If you have any questions or need assistance voting your shares, please call CFAC’s proxy solicitor,         , at          (banks and brokers call collect at         ).

        , 2020

By Order of the Board of Directors

   

 

   

Howard W. Lutnick
Chairman and Chief Executive Officer
CF Finance Acquisition Corp.

   

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be held on         , 2020: This notice of meeting and the related proxy statement/prospectus will be available at         .

 

TABLE OF CONTENTS

 

Page

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

xi

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR CFAC STOCKHOLDERS

 

xix

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

 

1

SELECTED HISTORICAL FINANCIAL INFORMATION OF CFAC

 

20

SELECTED HISTORICAL AND PRO FORMA FINANCIAL INFORMATION OF
GCM GROSVENOR

 

21

COMPARATIVE SHARE INFORMATION

 

24

MARKET PRICE, TICKER SYMBOL AND DIVIDEND INFORMATION

 

25

RISK FACTORS

 

26

SPECIAL MEETING OF CFAC STOCKHOLDERS

 

76

PROPOSAL NO. 1 — THE BUSINESS COMBINATION PROPOSAL

 

81

Organizational Documents Proposals

 

125

PROPOSAL NO. 2 — Organizational Documents PROPOSAL A — APPROVAL OF CHANGE TO AUTHORIZED CAPITAL STOCK, AS SET FORTH IN THE PROPOSED ORGANIZATIONAL DOCUMENTS

 

127

PROPOSAL NO. 3 — Organizational Documents Proposal B — APPROVAL OF VOTING RIGHTS OF GCM CLASS C COMMON STOCK

 

128

PROPOSAL NO. 4 — Organizational Documents PROPOSAL C — APPROVAL OF PROPOSAL REGARDING CERTAIN PROVISIONS OF THE GCM PUBCO ORGANIZATIONAL DOCUMENTS BEING SUBJECT TO THE STOCKHOLDERS’ AGREEMENT

 

129

PROPOSAL NO. 5 — Organizational Documents PROPOSAL D — APPROVAL OF OTHER CHANGES IN CONNECTION WITH THE GCM PUBCO ORGANIZATIONAL DOCUMENTS

 

130

PROPOSAL NO. 6 — THE NASDAQ PROPOSAL

 

132

PROPOSAL NO. 7 — THE 2020 PLAN PROPOSAL

 

133

PROPOSAL NO. 8 — THE ADJOURNMENT PROPOSAL

 

138

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

139

OTHER INFORMATION RELATED TO CFAC

 

152

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF CFAC

 

162

BUSINESS Of GCM GROSVENOR

 

166

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF gcm Grosvenor

 

196

DESCRIPTION OF CERTAIN INDEBTEDNESS

 

225

DESCRIPTION OF GCM PUBCO SECURITIES

 

227

SECURITIES ACT RESTRICTIONS ON RESALE OF COMMON STOCK

 

235

BENEFICIAL OWNERSHIP OF SECURITIES

 

236

OFFICERS AND DIRECTORS OF GCM PUBCO UPON CONSUMMATION OF THE BUSINESS COMBINATION

 

241

EXECUTIVE COMPENSATION

 

245

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

 

254

Comparison of Corporate Governance and Stockholders’ Rights

 

259

NO DELAWARE APPRAISAL RIGHTS

 

267

STOCKHOLDER PROPOSALS AND NOMINATIONS

 

267

SHAREHOLDER COMMUNICATIONS

 

267

HOUSEHOLDING INFORMATION

 

268

LEGAL MATTERS

 

268

EXPERTS

 

268

SUBMISSION OF STOCKHOLDER PROPOSALS

 

268

WHERE YOU CAN FIND ADDITIONAL INFORMATION

 

269

INDEX TO FINANCIAL STATEMENTS

 

F-1

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ADDITIONAL INFORMATION

If you have questions about the business combination or the special meeting, or if you need to obtain copies of the enclosed proxy statement/prospectus, proxy card or other documents incorporated by reference in the proxy statement/prospectus, you may contact CFAC’s proxy solicitor listed below. You will not be charged for any of the documents you request.

                         Telephone:                         

(banks and brokers call collect at                         )

Email:                         

In order for you to receive timely delivery of the documents in advance of the special meeting to be held on            , 2020, you must request the information no later than four business days prior to the date of the special meeting, by             , 2020.

For a more detailed description of the information incorporated by reference in the enclosed proxy statement/prospectus and how you may obtain it, see the section entitled “Where You Can Find Additional Information.”

TRADEMARKS

This document contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this proxy statement/prospectus may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. CFAC and GCM Grosvenor do not intend their use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of CFAC or GCM Grosvenor by, any other companies.

CERTAIN DEFINED TERMS

Unless the context otherwise requires, references in this proxy statement/prospectus to:

•        “A&R LLLPA” are to the Fifth Amended and Restated Limited Liability Limited Partnership Agreement of GCMH;

•        “Additional Holder Equity Amount” are to the issuance of additional shares of CFAC common stock which may, at the option of the GCMH Equityholders and under certain circumstances, be purchased as of the Closing by one or more third parties at a price of $10.00 per share, subject to the terms and conditions of the Transaction Agreement;

•        “Agreement End Date” are to February 2, 2021 (or March 17, 2021, if the time period for CFAC to consummate a business combination is extended to March 17, 2021);

•        “Agreement Extended End Date” are to the Agreement End Date (or June 17, 2021, if the time period for CFAC to consummate a business combination is extended to June 17, 2021);

•        “AUM” are to assets under management;

•        “Available CFAC Cash” are to the cash available in the Trust Account;

•        “business combination” are to the transactions contemplated by the Transaction Agreement, which include the (a) the Merger, (b) GCM PubCo Equity Investments, (c) Sponsor Subscription, (d) Sponsor Cancellations, (e) Grosvenor Warrant Issuance, (f) Option Conveyance, (g) Option Exercise, (h) Grosvenor Class B-1 Sale, (i) Grosvenor Redomicile and LLLPA Amendment, (j) IntermediateCo Contribution and Issuance, (k) GCM Transfers and (l) Class C Issuance;

•        “CAGR” are to compound annual growth rate;

•        “Cantor” are to Cantor Fitzgerald, L.P., a Delaware limited partnership, an affiliate of CFAC and the Sponsor;

•        “CF Entities” are to the Sponsor, CFAC and IntermediateCo;

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•        “CFAC” are to CF Finance Acquisition Corp., a Delaware corporation;

•        “CFAC Class A common stock” are to CFAC’s Class A common stock, par value $0.0001 per share;

•        “CFAC Class B common stock” are to CFAC’s Class B common stock, par value $0.0001 per share;

•        “CFAC common stock” are to CFAC Class A common stock and CFAC Class B common stock, collectively;

•        “CFAC Extension Approval” are, to the extent necessary, to the approval of (1) the Extension Proposal identified in clause (A) of Section 7.2(c)(i) of the Transaction Agreement by an affirmative vote of the holders of at least sixty-five percent of the outstanding shares of CFAC common stock entitled to vote, who attend and vote thereupon (as determined in accordance with CFAC’s governing documents) at a CFAC Stockholders’ Meeting duly called by CFAC’s board of directors and held for such purpose and (2) the Extension Proposal identified in clause (B) of Section 7.2(c)(i) (including, for clarity, as it relates to an extension to December 17, 2020, March 17, 2021 and June 17, 2021, as applicable) of the Transaction Agreement by an affirmative vote of the holders of at least sixty five percent the outstanding shares of CFAC common stock entitled to vote thereupon (as determined in accordance with the Trust Agreement), in each case, at a CFAC Stockholders’ Meeting duly called by CFAC’s board of directors and held for such purpose;

•        “CFAC Share Redemption” are to the election of an eligible (as determined in accordance with CFAC’s governing documents) holder of shares of CFAC common stock to redeem all or a portion of the shares of CFAC common stock held by such holder at a per-share price, payable in cash, equal to a pro rata share of the aggregate amount on deposit in the Trust Account (including any interest earned on the funds held in the Trust Account, but net of taxes payable and up to $100,000 to pay dissolution expenses) (as determined in accordance with CFAC’s governing documents) in connection with the Extension Proposals or the Transaction Proposals;

•        “CFAC Share Redemption Amount” are to the aggregate amount payable with respect to all CFAC Share Redemptions;

•        “CFAC Stockholder Approval” are to the approval of the Transaction Proposals (as defined in the Transaction Agreement), in each case, by an affirmative vote of the holders of at least a majority of the outstanding shares of CFAC common stock entitled to vote, who attend and vote thereupon (as determined in accordance with CFAC’s governing documents) at a CFAC Stockholders’ Meeting duly called by CFAC’s board of directors and held for such purpose;

•        “CFAC Stockholders’ Meeting” are to a meeting of CFAC’s stockholders convened and held in accordance with CFAC’s governing documents and Section 710 of the NYSE Listing Rules or Nasdaq Listing Rule 5620(b), as applicable;

•        “Class B-1 Unit Price” are to $29.4075 per GCM Class B-1 Common Unit;

•        “Class C Issuance” are to the issuance, immediately following the effectiveness of the Grosvenor Redomicile and LLLPA Amendment, by GCM PubCo to GCM V of shares of GCM Class C common stock equal to the number of Grosvenor common units held by the GCMH Equityholders immediately following the Grosvenor Redomicile and LLLPA Amendment (after giving effect to the GCM Transfers);

•        “Class C Share Voting Amount” are to the “Class C Share Voting Amount,” as such term is defined in the GCM PubCo Amended and Restated Charter, 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;

•        “clients” are to persons who invest in our funds, even if such persons are not deemed clients of our registered investment adviser subsidiaries for purposes of the Investment Advisers Act 1940, as amended;

•        “Closing” are to the consummation of the business combination;

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•        “Closing Date” are to the date the Closing takes place;

•        “Code” are to the U.S. Internal Revenue Code of 1986, as amended;

•        “Effective Time” are to the time at which the Merger becomes effective pursuant to the Transaction Agreement;

•        “Extension Amendments” are to any amendments of CFAC’s amended and restated certificate of incorporation to extend the date by which CFAC must (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving CFAC and one or more businesses, (ii) cease its operations if it fails to complete such business combination, and (iii) redeem or repurchase 100% of CFAC’s Class A common stock included as part of the units sold in CFAC’s initial public offering that was consummated on December 17, 2018;

•        “Extension Approval End Date” are to December 17, 2020, March 17, 2021 or June 17, 2021, as applicable;

•        “Extension Stockholders’ Meeting” are to a CFAC Stockholders’ Meeting convened for and held on September 10, 2020;

•        “founder shares” are to shares of CFAC Class B common stock initially purchased by the Sponsor in a private placement prior to the IPO, and the shares of CFAC Class A common stock issued upon the conversion thereof;

•        “Forward Purchase Contract” are to that certain Forward Purchase Contract, dated as of December 12, 2018, by and between CFAC and the Sponsor, as amended by that certain Amendment No. 1 to Forward Purchase Contract, dated as of August 2, 2020;

•        “FPAUM” are to fee-paying AUM;

•        “GCM Class A common stock” are to GCM PubCo’s Class A common stock, par value $0.0001 per share;

•        “GCM Class B-1 common units” are to the Class B-1 common units of GCMH (as set forth in the operating agreement of GCMH prior to the adoption of the A&R LLLPA);

•        “GCM Class B-2 common units” are to the Class B-2 common units of GCMH (as set forth in the operating agreement of GCMH prior to the adoption of the A&R LLLPA);

•        “GCM Class B common stock” are to GCM PubCo’s Class B common stock, par value $0.0001 per share;

•        “GCM Class C common stock” are to GCM PubCo’s Class C common stock, par value $0.0001 per share;

•        “GCM Companies” are to GCM LLC and GCMH;

•        “GCMH Consideration” are to the consideration of $1.00 for the general partnership interest of GCMH plus $1,470,375 for the GCM Class B-1 common units held by GCMHGP LLC to be paid by IntermediateCo to Holdings in the GCM Transfers;

•        “GCM Funds” and “our funds” are to GCM Grosvenor’s specialized funds and customized separate accounts;

•        “GCMHGP LLC” are to GCMH GP, L.L.C., a Delaware limited liability company;

•        “GCM Grosvenor” are to GCMH, its subsidiaries, and GCM, LLC.;

•        “GCM LLC” are to GCM, L.L.C., a Delaware limited liability company;

•        “GCMLP” are to Grosvenor Capital Management, L.P., an Illinois limited partnership;

•        “GCM PubCo” are to GCM Grosvenor Inc., a Delaware corporation;

•        “GCM PubCo Amended and Restated Bylaws” are to the amended and restated bylaws of GCM PubCo that will be in effect immediately following the Effective Time;

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•        “GCM PubCo Amended and Restated Charter” are to the amended and restated certificate of incorporation of GCM PubCo that will be in effect immediately following the Effective Time;

•        “GCM PubCo common stock” are to the GCM Class A common stock, the GCM Class B common stock and the GCM Class C common stock, collectively;

•        “GCM PubCo common warrant” are to the warrants for GCM Class A common stock (which shall be in the identical form of redeemable public warrants of CFAC which were sold as part of the IPO, but in the name of GCM PubCo);

•        “GCM PubCo Equity Investments” are to, collectively, the Private Placement and the Sponsor Subscription, which shall be effective immediately following the Effective Time;

•        “GCM PubCo Matching Grosvenor common units” are to a number of Grosvenor common units equal to the difference between (i) the number of shares of GCM Class A common stock issued and outstanding immediately following the Effective Time and the consummation of the GCM PubCo Equity Investments and Sponsor Cancellations (and for the avoidance of doubt, the CFAC Share Redemption) minus (ii) the number of Grosvenor common units held by IntermediateCo immediately following the Option Exercise, Grosvenor Class B-1 Sale (if any), the GCM Transfers and the effectiveness of the Grosvenor Redomicile and LLLPA Amendment;

•        “GCM PubCo Matching Grosvenor warrants” are to the warrants to purchase a number of Grosvenor common units equal to the number of shares of GCM Class A common stock that may be purchased upon the exercise in full of all GCM PubCo private placement warrants outstanding immediately following the Sponsor Cancellations and the Grosvenor Warrant Issuance;

•        “GCM PubCo private placement warrants” are to the warrants for GCM Class A common stock (which shall be in the identical form of private placement warrants but in the name of GCM PubCo);

•        “GCM PubCo warrants” are to the GCM PubCo common warrants and the GCM PubCo private placement warrants;

•        “GCM Transfers” are to the sale, effective immediately following the Option Exercise and the Grosvenor Class B-1 Sale (if any) and immediately prior to the effectiveness of the Grosvenor Redomicile and LLLPA Amendment, by GCMHGP LLC to IntermediateCo of all of the outstanding equity interests of GCMH then held by GCMHGP LLC for the GCMH Consideration and the sale by Holdings to IntermediateCo of all of the outstanding equity interests of GCM LLC for the GCM Consideration;

•        “GCM V” are to GCM V, LLC, a Delaware limited liability company;

•        “GCM V Class C Allocation” are to a number of shares of GCM Class C common stock issuable to GCM V equal to the number of Grosvenor common units held by the GCMH Equityholders immediately following the effectiveness of the Grosvenor Redomicile and LLLPA Amendment;

•        “GCM Consideration” are to the consideration of $1.00 to be paid by IntermediateCo to Holdings for the sale by Holdings to IntermediateCo of all of the outstanding equity interests of GCM LLC;

•        “GCMH” are to Grosvenor Capital Management Holdings, LLLP, an Illinois limited liability limited partnership that will be redomiciled as a Delaware limited liability limited partnership in the Grosvenor Redomicile and LLLPA Amendment, and not any of its subsidiaries;

•        “GCMH Equityholders” are to Holdings, Management LLC and Holdings II;

•        “Grosvenor common units” are to units of partnership interest in GCMH entitling the holder thereof to the distributions, allocations, and other rights accorded to holders of partnership interests in GCMH following the Grosvenor Redomicile and LLLPA Amendment;

•        “Grosvenor Class B-1 Sale” are to the right of Holdings to require IntermediateCo to purchase, effective immediately following the Option Exercise, a number of GCM Class B-1 common units not to exceed 1,294,887 GCM Class B-1 common units for a purchase price per unit equal to the Class B-1 Unit Price;

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•        “Grosvenor Redomicile and LLLPA Amendment” are to the redomiciling of GCMH as a limited liability limited partnership in the State of Delaware and the amendment and restatement of the Fourth Amended and Restated Limited Liability Limited Partnership Agreement of GCMH effective immediately following the Option Exercise, Grosvenor Class B-1 Sale (if any) and the GCM Transfers;

•        “Grosvenor warrants” are to the GCM PubCo private placement warrants issued by GCM PubCo to Holdings in the Grosvenor Warrant Issuance;

•        “Grosvenor Warrant Issuance” are to the issuance, immediately following the Effective Time, by GCM PubCo to Holdings of the Grosvenor warrants;

•        “H&F Parties” are to HCFP VI AIV, L.P., H&F Chicago AIV I, L.P., and Hellman & Friedman Capital Executives VI, L.P;

•        “Holdings” are to Grosvenor Holdings, L.L.C., an Illinois limited liability company;

•        “Holdings II” are to Grosvenor Holdings II, L.L.C., a Delaware limited liability company;

•        “Includible Shares” are to any shares of GCM PubCo’s voting stock issuable in connection with the exercise (assuming, solely for this purpose, full exercise and not net exercise) of all outstanding options, warrants, exchange rights, conversion rights or similar rights to receive voting stock of GCM PubCo, in each case owned or controlled, directly or indirectly, by the Key Holders, but excluding the number of shares of GCM Class A common stock issuable in connection with the exchange of Grosvenor common units, as a result of any redemption or direct exchange of Grosvenor common units effectuated pursuant the A&R LLLPA;

•        “initial stockholders” are to holders of CFAC’s founder shares prior to the IPO, including the Sponsor;

•        “IntermediateCo” are to CF Finance Intermediate Acquisition, LLC, a Delaware limited liability company;

•        “IntermediateCo Contribution Amount” are to an amount equal to (i) the Available CFAC Cash minus (ii) the amount of the Sponsor Loan, minus (iii) the Option Consideration, minus (iv) the Option Exercise Price, minus (v) the GCM Consideration, minus (vi) the GCMH Consideration, minus (vii) the amount paid by IntermediateCo to Holdings in the Grosvenor Class B-1 Sale (if any);

•        “IntermediateCo Contribution and Issuance” are to the issuance by GCMH to IntermediateCo of the GCM PubCo Matching Grosvenor common units and the GCM PubCo Matching Grosvenor warrants, in each case in exchange for the IntermediateCo Contribution Amount;

•        “IntermediateCo Units” are to the common units of IntermediateCo;

•        “IPO” are to CFAC’s initial public offering of units, the base offering of which closed on December 17, 2018;

•        “Key Holders” are to Michael J. Sacks, GCM V and the GCMH Equityholders;

•        “Lock-up Period” are to (a) with respect to the voting parties, the period beginning on the Closing Date and ending on the date that is the 3rd anniversary of the Closing Date and (b) with respect to the Sponsor, the period beginning on the Closing Date and ending on the date that is the 18th month anniversary of the Closing Date;

•        “lock-up shares” are to (a) with respect to the Sponsor, the shares of CFAC common stock held by the Sponsor on the Closing Date or received by Sponsor in connection with the Transactions, any warrants to purchase shares of CFAC common stock held by the Sponsor on the Closing Date or received by Sponsor in connection with the Transactions, and any shares of CFAC common stock issued to the Sponsor upon exercise of any such warrants to purchase CFAC common stock, but excluding any shares of CFAC common stock and any warrants to purchase CFAC common stock cancelled pursuant to the Sponsor Cancellations and (b) with respect to the voting parties, (i) the shares of GCM PubCo common stock received by the

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voting parties on the Closing Date, (ii) any shares of GCM PubCo common stock received by any voting party after the Closing Date pursuant to a direct exchange or redemption of Grosvenor common units held as of the Closing Date under the A&R LLLPA and (iii) the GCM PubCo private placement warrants held by the voting parties as of the Closing Date and any shares of GCM PubCo common stock issued to the voting parties upon exercise thereof;

•        “Management LLC” are to GCM Grosvenor Management, LLC, a Delaware limited liability company;

•        “Merger” are to the merging of CFAC with and into GCM PubCo, upon which the separate corporate existence of CFAC will cease and GCM PubCo will be the surviving entity. By virtue of such merger (i) each share of CFAC common stock will be converted into a share of GCM Class A common stock, (ii) each public warrant will be converted into a corresponding GCM PubCo warrant and (iii) the certificate of incorporation and bylaws of GCM PubCo in effect immediately prior to the Effective Time will be amended and restated to the GCM PubCo Amended and Restated Charter and GCM PubCo Amended and Restated Bylaws;

•        “Minimum Available CFAC Cash Amount” is $300,000,000;

•        “NAV” are to net asset value;

•        “Option Agreement” are to that certain Option Agreement, dated as of October 5, 2017, by and among Holdings and the H&F Parties;

•        “Option Consideration” are to the consideration of $110,167,894.55 minus the Option Exercise Price to be paid to the H&F Parties by IntermediateCo in the Option Conveyance;

•        “Option Conveyance” are to the assignment, immediately following the Effective Time, by Holdings and assumption by IntermediateCo of all right, title and interest in and to the Option Agreement in exchange for the Option Consideration and the Grosvenor warrants;

•        “Option Exercise” are to the consummation, effective immediately following the Effective Time, by IntermediateCo of 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) pursuant to the terms of the Option Agreement;

•        “Option Exercise Price” are to the purchase price payable under the Option Agreement;

•        “PIPE Investors” are to the qualified institutional buyers and accredited investors that have agreed to purchase shares of GCM Class A common stock in the Private Placement;

•        “Private Placement” are to the issuance and sale of 19,500,000 shares of GCM Class A common stock to the PIPE Investors in a private placement that will close concurrently with the Closing;

•        “private placement units” are to the units of CFAC issued to the Sponsor in a private placement simultaneously with the closing of the IPO;

•        “private placement warrants” are to the warrants sold as part of the private placement units;

•        “public shares” are to shares of CFAC Class A common stock sold as part of the units in the IPO (whether they were purchased in the IPO or thereafter in the open market);

•        “public stockholders” are to the holders of CFAC’s public shares;

•        “public warrants” are to the warrants sold as part of the units in the IPO;

•        “Registration Rights Agreement” are to that certain Amended and Restated Registration Rights Agreement to be entered into by and among GCM PubCo, the Sponsor, the GCMH Equityholders and the PIPE Investors;

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•        “Sponsor” are to CF Finance Holdings, LLC, a Delaware limited liability company, which is 100% owned by Cantor;

•        “Sponsor Cancellations” are to the termination, forfeiture and cancellation, effective immediately following the Effective Time, by the Sponsor, for no consideration, of 2,351,534 shares of GCM Class A common stock held by the Sponsor immediately following the Effective Time and 150,000 GCM PubCo private placement warrants held by the Sponsor immediately following the Effective Time;

•        “Sponsor Loan” are to any and all loans made by the Sponsor to CFAC prior to Closing, including, without limitation, loans made pursuant to that certain (a) Promissory Note, made by CFAC for the benefit of the Sponsor, dated December 12, 2018, (b) Promissory Note, made by CFAC for the benefit of the Sponsor, dated March 31, 2020 and (c) Promissory Note, made by CFAC for the benefit of the Sponsor, dated June 15, 2020;

•        “Sponsor Subscription” are to the purchase by the Sponsor of 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 at the Closing immediately following the Effective Time pursuant to the terms of the Forward Purchase Contract;

•        “Sponsor Support Agreement” are to that certain Sponsor Support Agreement, dated as of August 2, 2020, by and among the Sponsor, CFAC, GCMH and Holdings;

•        “Stockholders’ Agreement” are to that certain Stockholders’ Agreement to be entered into by and among GCM PubCo, the GCMH Equityholders and GCM V;

•        “Sunset Date” are to the date the GCMH Equityholders beneficially own a number of voting shares representing less than 20% of the number of shares of GCM Class A common stock beneficially owned by the GCMH Equityholders immediately following the Closing Date (assuming, for this purpose, that all outstanding Grosvenor common units are and were exchanged at the applicable measurement time by the GCMH Equityholders for shares of GCM Class A common stock in accordance with the A&R LLLPA and without regard to the lock-up or any other restriction on exchange);

•        “Transaction Agreement” are to the Transaction Agreement, dated as of August 2, 2020, by and among CFAC, IntermediateCo, the Sponsor, GCMH, the GCMH Equityholders, GCMHGP LLC, GCM V and GCM PubCo;

•        “Transactions” are to (a) the business combination, (b) the other transactions contemplated by the Transaction Agreement and (c) the redemption by CFAC of shares of CFAC Class A common stock held by any public stockholders in connection with the business combination;

•        “Trust Account” are to the trust account for the benefit of CFAC, certain of its public stockholders and the underwriter of the IPO;

•        “Trust Agreement” are to that certain Investment Management Trust Agreement, dated as of December 12, 2018, between CFAC and Continental Stock Transfer & Trust Company, as trustee;

•        “Trust Amount” are to the amount of cash available in the Trust Account as of the Closing, after deducting the amount required to satisfy CFAC’s obligations to its shareholders (if any) that exercise their redemption rights;

•        “underlying funds” are to the investment vehicles managed by third-party investment managers in which GCM Funds invest;

•        “units” are to CFAC’s units sold in the IPO, each of which consists of one share of CFAC Class A common stock and three-quarters of one public warrant;

•        “voting party” are to GCM V and the GCMH Equityholders;

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•        “voting shares” are to the securities of GCM PubCo that are beneficially owned by a voting party that may be voted in the election of GCM PubCo’s directors, including any and all securities of GCM PubCo acquired and held in such capacity subsequent to the date of the Transaction Agreement; and

•        “Warrant Agreement” are to that certain Warrant Agreement, dated as of December 12, 2018, between Continental Stock Transfer & Trust Company and CFAC.

Unless otherwise specified, the voting and economic interests of CFAC stockholders set forth in this proxy statement/prospectus assume that (i) no public stockholders elect to have their public shares redeemed; (ii) Holdings elects to sell all of the GCM Class B-1 common units available to be sold pursuant to the Grosvenor Class B-1 Sale; (iii) there are no redemptions by GCMH of the outstanding Grosvenor common units; (iv) none of the foregoing investors purchase shares of CFAC Class A common stock in the open market; (v) there are no other issuances of equity interests of CFAC or GCMH and (vi) the warrants remain outstanding immediately following the Closing.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this proxy statement/prospectus may constitute “forward-looking statements” for purposes of the federal securities laws. Forward-looking statements include, but are not limited to, statements regarding CFAC or its management team’s — or GCM Grosvenor or its management team’s — expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement/prospectus may include, for example, statements about:

•        CFAC’s or GCM Grosvenor’s ability to consummate the business combination or, if CFAC does not complete the business combination, any other initial business combination;

•        the benefits of the business combination;

•        any other satisfaction or waiver (if applicable) of the conditions to the business combination, including, among other things: the satisfaction or waiver of certain customary closing conditions, including, among others, the existence of no material adverse effect at CFAC or GCM Grosvenor and receipt of certain stockholder approvals contemplated by this proxy statement/prospectus;

•        the occurrence of any other event, change or other circumstances that could give rise to the termination of the Transaction Agreement;

•        the ability to obtain the listing of GCM PubCo’s Class A common stock and warrants on Nasdaq following the business combination;

•        CFAC’s public securities’ potential liquidity and trading;

•        the ability of CFAC and GCM Grosvenor to consummate the Private Placement or raise financing in the future;

•        members of CFAC’s management team allocating their time to other businesses and potentially having conflicts of interest with CFAC’s business or in approving the business combination;

•        the use of proceeds not held in the Trust Account or available to CFAC from interest income on the Trust Account balance;

•        the future financial performance of GCM PubCo following the business combination;

•        GCM PubCo’s success in retaining or recruiting, or changes required in, its officers, key employees or directors following the business combination;

•        expansion plans and opportunities;

•        GMC PubCo’s ability to pay dividends on its Class A common stock following the business combination, on the terms currently contemplated or at all;

•        factors relating to the business, operations and financial performance of GCM Grosvenor, including:

•        the ability of GCM Grosvenor to grow AUM and the performance of the GCM Funds;

•        the ability of GCM Grosvenor to compete in the asset management industry;

•        the ability of GCM Grosvenor to comply with domestic and foreign regulatory regimes;

•        the ability of GCM Grosvenor to expand its business and enter into new lines of business or geographic markets;

•        the impact of the COVID-19 pandemic;

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•        the ability of GCM Grosvenor to identify suitable investment opportunities for its clients;

•        the ability of GCM Grosvenor to deal appropriately with conflicts of interest in the ordinary course of its business; and

•        other factors detailed under the section entitled “Risk Factors.”

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing the views of CFAC or GCM Grosvenor as of any subsequent date, and neither CFAC nor GCM Grosvenor undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

You should not place undue reliance on these forward-looking statements in deciding how to grant your proxy or instruct how your vote should be cast on the proposals set forth in this proxy statement/prospectus. As a result of a number of known and unknown risks and uncertainties, actual results or performance of CFAC or GCM Grosvenor may be materially different from those expressed or implied by these forward-looking statements.

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SUMMARY TERM SHEET

This Summary Term Sheet, together with the sections entitled “Questions and Answers About the Proposals for CFAC Stockholders” and “Summary of the Proxy Statement/Prospectus,” summarizes certain information contained in this proxy statement/prospectus, but does not contain all of the information that is important to you. You should read carefully this entire proxy statement/prospectus, including the attached annexes, for a more complete understanding of the matters to be considered at the special meeting of CFAC stockholders.

•        CF Finance Acquisition Corp., a Delaware corporation (“CFAC”), is a blank check company 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 (an “initial business combination”).

•        There are currently 28,736,374 shares of CFAC Class A common stock and CFAC Class B common stock issued and outstanding, consisting of (a) 21,071,771 public shares, (b) 600,000 shares of CFAC Class A common stock underlying the private placement units and (c) 7,064,603 founder shares. In addition, there are currently 21,643,809 warrants of CFAC outstanding, consisting of (a) 21,193,809 public warrants originally sold as part of the units in the IPO and (b) 450,000 private placement warrants underlying the private placement units, each warrant exercisable for one share of CFAC Class A common stock. Each whole warrant entitles the holder to purchase one whole share of CFAC Class A common stock for $11.50 per share. The warrants will become exercisable 30 days after the Closing. Additionally, the warrants will expire five years after the Closing or earlier upon redemption or liquidation. Once the warrants become exercisable, GCM PubCo may redeem the outstanding warrants, in whole and not in part, at a price of $0.01 per warrant, if the last sale price of GCM Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading day period ending on the third trading day before GCM PubCo sends the notice of redemption to the warrant holders. For more information about CFAC, see the sections entitled “Other Information Related to CFAC” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of CFAC.”

•        GCM Grosvenor is a leading independent, open-architecture alternative asset management solutions provider with scale across major alternative investment strategies. For more information regarding GCM Grosvenor, see the section entitled “Business of GCM Grosvenor.”

•        On August 2, 2020, CFAC 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; (b) the PIPE Investors have agreed to purchase 19,500,000 shares of GCM Class A common stock in a private placement simultaneously with the closing of the IPO; (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

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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.

•        In connection with the execution of the Transaction Agreement, CFAC entered into the following agreements:

•        PIPE Subscription Agreement.    CFAC entered into subscription agreements (the “Subscription Agreements”) with the PIPE Investors, pursuant to which the PIPE Investors have agreed to purchase, in the aggregate, 19,500,000 shares of GCM Class A common stock at $10.00 per share for an aggregate commitment amount of $195,000,000. The shares of GCM Class A common stock to be issued pursuant to the Subscription Agreements have not been registered under the Securities Act, in reliance upon an exemption provided in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. The closings under the Subscription Agreements will occur after the Effective Time and substantially concurrently with the Closing. For more information about the Subscription Agreements, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — PIPE Subscription Agreements.”

•        Amendment No. 1 to Forward Purchase Contract.    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, 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 will be exercisable to purchase one share of GCM Class A common stock at an exercise price of $11.50. For more information about the Forward Purchase Contract, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — CF Forward Purchase Contract.”

•        Sponsor Support Agreement.    CFAC entered into a sponsor support agreement with the Sponsor, GCMH and Holdings (the “Sponsor Support Agreement”). 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 also agreed to certain transfer restrictions on its 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. For more information about the Sponsor Support Agreement, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Sponsor Support Agreement.”

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•        In connection with the Closing, GCM PubCo will enter into, among others, the following agreements:

•        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 board of directors of GCM PubCo with the right to cause GCM PubCo to convert into a Delaware public benefit corporation and (b) provide for three classes of common stock, the GCM Class A common stock, which will be issued to the public stockholders of GCM PubCo 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. For more information about the GCM PubCo Amended and Restated Charter, see section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — GCM PubCo Amended and Restated Charter.”

•        A&R LLLPA.    Following the Closing, GCM PubCo will operate its business through GCM Grosvenor. At the Closing, GCM PubCo, IntermediateCo, and the GCMH Equityholders will enter into a Fifth Amended and Restated Limited Liability Limited Partnership Agreement of GCMH (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. For more information about the A&R LLLPA, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — A&R LLLPA.”

•        Amended and Restated Registration Rights Agreement.    At the Closing, GCM PubCo will enter into an Amended and Restated Registration Rights Agreement with the Sponsor, the GCMH Equityholders and the PIPE Investors (the “Registration Rights Agreement”). 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. For more information about the Registration Rights Agreement, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Registration Rights Agreement.”

•        Stockholders’ Agreement.    The Transaction Agreement contemplates that, at the Closing, GCM PubCo will enter into a Stockholders’ Agreement with the GCMH Equityholders and GCM V, pursuant to which, among other things, (i) GCM V will be granted rights to designate all seven directors for election to the board of directors of GCM PubCo (the “GCM PubCo board”) (and the voting parties will vote in favor of such designees) and (ii) GCM V and the GCMH Equityholders will agree to vote their voting shares in favor of any recommendations by the GCM PubCo board. Additionally, the Stockholders’ Agreement contains certain restrictions on transfer with respect to lock-up shares held by the GCMH Equityholders, including a three-year lock-up of such shares in each case, subject to limited exceptions as contemplated thereby (including that the GCMH Equityholders may each 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). From and after the Closing, the Stockholders’ Agreement contemplates that, the GCM PubCo board will consist of seven directors with the initial chairperson of the GCM PubCo board being Michael J. Sacks and also contains certain provisions intended to maintain, following the consummation of the Transaction, GCM PubCo’s qualification as a “controlled company” within the meaning of Nasdaq Listing Rule 5615(c) corporate governance requirements. For more information about the Stockholders’ Agreement, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Stockholders’ Agreement.”

•        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. GCM PubCo expects to obtain an increase in its share of the tax basis of the assets of GCM Grosvenor in connection with the purchase of equity interests of GCMH from the pre-business combination equity holders. In addition, as a result of the transactions undertaken in connection with the business combination, GCM PubCo expects to receive the benefit of existing tax basis in certain intangible assets of GCM Grosvenor. Further, GCM PubCo may obtain

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an increase in its share of the tax basis of the assets of GCM Grosvenor when 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 common units in GCMH redeemed by GCMH or, at GCM PubCo’s election, exchanged (which GCM PubCo intends to treat as its 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 GCM PubCo’s election to have IntermediateCo 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 GCM PubCo 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 GCM Grosvenor’s assets. In connection with the transactions described above, GCM PubCo will enter into a tax receivable agreement (the “Tax Receivable Agreement”) with GCMH and each of the GCMH Equityholders that will provide for the payment by GCM PubCo to the TRA Parties (as defined below) 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 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. The tax benefit payments provided for under the Tax Receivable Agreement 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. For more information about the Tax Receivable Agreement, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Tax Receivable Agreement.”

•        Unless waived by the parties to the Transaction Agreement, the Closing is subject to a number of conditions set forth in the Transaction Agreement, including, among others, receipt of the requisite stockholder approval of the Transaction Agreement and the business combination as contemplated by this proxy statement/prospectus. For more information about the closing conditions to the business combination, see the section entitled “Proposal No. 1 — The Business Combination Proposal — The Transaction Agreement — Conditions to Closing of the Business Combination.”

•        The Transaction Agreement may be terminated at any time prior to the Closing upon agreement of the parties thereto, or by CFAC or the GCMH Equityholders, acting alone, in specified circumstances. For more information about the termination rights under the Transaction Agreement, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Termination.”

•        The proposed Transactions involve numerous risks. For more information about these risks, please read “Risk Factors.”

•        Under CFAC’s amended and restated certificate of incorporation, in connection with the business combination, holders of CFAC’s public shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with CFAC’s amended and restated certificate of incorporation. As of September 15, 2020, this would have amounted to approximately $10.38 per share. If a holder exercises its redemption rights, then such holder will be exchanging its public shares for cash and will no longer own shares of CFAC following the completion of the business combination and will not participate in the future growth of GCM PubCo, if any. Such a holder will be entitled to receive cash for its public shares only if it properly demands redemption and delivers its shares (either physically or electronically) to CFAC’s transfer agent at least two business days prior to the special meeting. A stockholder holding both CFAC’s public shares and CFAC’s public warrants may redeem its public shares but retain the public warrants, which if the business combination closes, will become warrants of GCM PubCo. See the section entitled “Special Meeting of CFAC Stockholders — Redemption Rights.”

•        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

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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. These levels of ownership interest assume that no shares are elected to be redeemed in connection with the business combination. 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, CFAC assumes 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.

•        It is anticipated that, upon completion of the Transactions, (1) CFAC’s public stockholders will own 21,193,809 GCM PubCo common warrants, (2) the Sponsor will own 1,800,000 GCM PubCo common warrants (after giving effect to the Sponsor Cancellations) and (3) Holdings will own 900,000 GCM PubCo common warrants. CFAC’s public stockholders and warrant holders will receive no monetary consideration in connection with the completion of the Transactions. At the Effective Time, by virtue of the Merger and without any action on the part of any holder of CFAC common stock or warrant of CFAC, (a) each share of CFAC common stock that is issued and outstanding immediately prior to the Effective Time (other than any shares of CFAC common stock held in the treasury of CFAC) will be cancelled and converted into one share of GCM Class A common stock and (b) each warrant of CFAC that is issued and outstanding immediately prior to the Effective Time will be converted into a corresponding GCM PubCo warrant exercisable for one share of GCM Class A common stock at an exercise price of $11.50 per share in accordance with its terms. The aggregate value of the consideration that the GCMH Equityholders will receive pursuant to the Transactions is the sum of: (i) the Option Consideration, (ii) if Holdings elects to effect the Grosvenor Class B-1 Sale, up to $38,079,389.50, (iii) the GCMH Consideration, (iv) the GCM Consideration and (v) the IntermediateCo Contribution Amount.

•        CFAC’s board of directors considered various factors in determining whether to approve the Transaction Agreement and the business combination. For more information about CFAC’s decision-making process, see the section entitled “Proposal No. 1 — The Business Combination Proposal — CFAC’s Board of Directors’ Reasons for the Approval of the Business Combination.”

•        In addition to voting on the proposal to approve and adopt the Transaction Agreement and the business combination (the “Business Combination Proposal”) at the special meeting, CFAC’s stockholders will also be asked to vote on:

•        amendments to consider and vote upon the following four separate proposals (collectively, the “Organizational Documents Proposals”) to approve the following material differences between CFAC’s amended and restated certificate of incorporation and bylaws and the GCM PubCo Amended and Restated Charter and the GCM PubCo Amended and Restated Bylaws that will be the certificate of incorporation and bylaws of GCM PubCo following the Merger:

•        an amendment to authorize the change in the authorized capital stock of CFAC from 100,000,000 shares of CFAC Class A common stock, 10,000,000 shares of Class B common

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stock, and 1,000,000 preferred shares, par value $0.0001 per share, to 700,000,000 shares GCM Class A common stock, 500,000,000 shares of GCM Class B common stock, 300,000,000 shares of GCM Class C common stock, and 100,000,000 shares of preferred stock, par value $0.0001 per share, of GCM PubCo;

•        an amendment to authorize that holders of shares of GCM Class A common stock will be entitled to cast one vote per share of GCM Class A common stock and 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, as opposed to each share of CFAC Class A common stock and CFAC Class B common stock being entitled to one vote per share on each matter properly submitted to CFAC’s stockholders entitled to vote;

•        an amendment to authorize that certain provisions of the certificate of incorporation of GCM PubCo and certain provisions of the bylaws of GCM PubCo, in each case, will be subject to the Stockholders’ Agreement; and

•        an amendment to authorize all other changes in connection with the replacement of CFAC’s amended and restated certificate of incorporation and bylaws with the GCM PubCo Amended and Restated Charter and the GCM PubCo Amended and Restated Bylaws as part of the Merger (copies of which are attached to this proxy statement/prospectus as Annex C and Annex D, respectively), including (a) changing the corporate name from “CF Finance Acquisition Corp.” to “GCM Grosvenor Inc.,” (b) granting an explicit waiver regarding corporate opportunities to certain “exempted persons” (including each stockholder or director of GCM PubCo or any of its subsidiaries, other than a director that is an officer or employee of GCM PubCo or any of its subsidiaries in his or her capacity as such) and (c) removing certain provisions related to CFAC’s status as a blank check company that will no longer be applicable upon consummation of the business combination, all of which CFAC’s board of directors believes is necessary to adequately address the needs of GCM PubCo after the business combination;

•        an amendment to consider and vote upon a proposal to approve, for purposes of complying with applicable listing rules of The Nasdaq Capital Market, the issuance and sale of (a) 3,500,000 shares of GCM Class A common stock and 1,500,000 GCM PubCo private placement warrants to the Sponsor, (b) 19,500,000 shares of GCM Class A common stock to third-party the PIPE Investors and (c) a number of shares of GCM Class C common stock to GCM V equal to the GCM V Class C Allocation (the “Nasdaq Proposal”);

•        an amendment to consider and vote upon a proposal to approve and adopt the CF Finance Acquisition Corp. 2020 Incentive Award Plan and material terms thereunder (the “2020 Plan Proposal”). A copy of the 2020 Plan is attached to this proxy statement/prospectus as Annex G; and

•        an amendment to consider and vote upon a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Organizational Documents Proposals, the Nasdaq Proposal and the 2020 Plan Proposal (the “Adjournment Proposal” and, together with the Business Combination Proposal, the Organizational Documents Proposals, the Nasdaq Proposal and the 2020 Plan Proposal, the “Proposals”).

For more information, see the sections entitled “Proposal No. 2 — Organizational Documents Proposal A,” “Proposal No. 3 — Organizational Documents Proposal B,” “Proposal No. 4 — Organizational Documents Proposal C,” “Proposal No. 5 — Organizational Documents Proposal D,” “Proposal No. 6 — The Nasdaq Proposal,” “Proposal No. 7 — The 2020 Plan Proposal” and “Proposal No. 8 — The Adjournment Proposal.”

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS
FOR CFAC STOCKHOLDERS

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the special meeting of stockholders of CF Finance Acquisition Corp. (“CFAC”), including the proposed business combination. The following questions and answers do not include all the information that is important to CFAC stockholders. CFAC stockholders are encouraged to read carefully this entire proxy statement/prospectus, including the annexes and other documents referred to herein.

Q:     Why am I receiving this proxy statement/prospectus?

A:     CFAC stockholders are being asked to consider and vote upon, among other things, a proposal to (a) approve and adopt the Transaction Agreement by and among CFAC, IntermediateCo, the Sponsor, GCMH, the GCMH Equityholders, GCMHGP LLC, GCM V and GCM PubCo, pursuant to which, among other transactions, 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 corporation, and (b) approve such Merger and the other transactions contemplated by the Transaction Agreement (the “Business Combination Proposal”).

A copy of the Transaction Agreement is attached to this proxy statement/prospectus as Annex A. This proxy statement/prospectus and its annexes contain important information about the proposed business combination and the other matters to be acted upon at the special meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement/prospectus and its annexes.

Q:     What is being voted on at the special meeting?

A:     Below are the proposals on which CFAC stockholders will vote at the special meeting.

1.      The Business Combination Proposal — To approve and adopt the Transaction Agreement and approve the business combination.

2.      Organizational Documents Proposal A — To authorize the change in the authorized capital stock of CFAC from 100,000,000 shares of CFAC Class A common stock, 10,000,000 shares of CFAC Class B common stock, and 1,000,000 preferred shares, par value $0.0001 per share, to 700,000,000 shares GCM Class A common stock, 500,000,000 shares of GCM Class B common stock, 300,000,000 shares of GCM Class C common stock, and 100,000,000 shares of preferred stock, par value $0.0001 per share, of GCM PubCo. A copy of the GCM PubCo Amended and Restated Charter is attached to this proxy statement/prospectus as Annex C.

3.      Organizational Documents Proposal B — To authorize that holders of shares of GCM Class A common stock will be entitled to cast one vote per share of GCM Class A common stock and 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, as opposed to each share of CFAC Class A common stock and CFAC Class B common stock being entitled to one vote per share on each matter properly submitted to CFAC’s stockholders entitled to vote. A copy of the GCM PubCo Amended and Restated Charter is attached to this proxy statement/prospectus as Annex C.

4.      Organizational Documents Proposal C — To authorize that certain provisions of the certificate of incorporation of GCM PubCo and certain provisions of the bylaws of GCM PubCo, in each case, will be subject to the Stockholders’ Agreement. A copy of the GCM PubCo Amended and Restated Charter is attached to this proxy statement/prospectus as Annex C.

5.      Organizational Documents Proposal D — To authorize all other changes in connection with the replacement of CFAC’s amended and restated certificate of incorporation and bylaws with the GCM PubCo Amended and Restated Charter and GCM PubCo Amended and Restated Bylaws as part of the Merger (copies of which are attached to this proxy statement/prospectus as Annex C and Annex D, respectively), including (a) changing the corporate name from “CF Finance Acquisition Corp.” to “GCM Grosvenor Inc.,”

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(b) granting an explicit waiver regarding corporate opportunities to certain “exempted persons” (including each stockholder or director of GCM PubCo or any of its subsidiaries, other than a director that is an officer or employee of GCM PubCo or any of its subsidiaries in his or her capacity as such) and (c) removing certain provisions related to CFAC’s status as a blank check company that will no longer be applicable upon consummation of the business combination, all of which CFAC’s board of directors believes is necessary to adequately address the needs of GCM PubCo after the business combination. A copy of the GCM PubCo Amended and Restated Charter is attached to this proxy statement/prospectus as Annex C.

6.      The Nasdaq Proposal — To consider and vote upon a proposal to approve, for purposes of complying with applicable listing rules of The Nasdaq Capital Market, the issuance and sale of (a) 3,500,000 shares of GCM Class A common stock and 1,500,000 GCM PubCo private placement warrants to the Sponsor, (b) 19,500,000 shares of GCM Class A common stock to certain third-party investors and (c) a number of shares of GCM Class C common stock to GCM V equal to the GCM V Class C Allocation (the “Nasdaq Proposal”).

7.      The 2020 Plan Proposal — To consider and vote upon a proposal to approve and adopt the CF Finance Acquisition Corp. 2020 Incentive Award Plan and material terms thereunder (the “2020 Plan Proposal”). A copy of the 2020 Plan is attached to this proxy statement/prospectus as Annex G.

8.      The Adjournment Proposal — To consider and vote upon a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Organizational Documents Proposals, the Nasdaq Proposal and the 2020 Plan Proposal (the “Adjournment Proposal” and, together with the Business Combination Proposal, the Organizational Documents Proposals, the Nasdaq Proposal and the 2020 Plan Proposal, the “Proposals”).

Q:     What happens if a substantial number of the public stockholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

A:     Our public stockholders may vote in favor of the business combination and still exercise their redemption rights. Accordingly, the business combination may be consummated even though the funds available from the Trust Account and the number of public stockholders are reduced as a result of redemptions by public stockholders. The Transaction Agreement provides that the obligations of the GCMH Equityholders to consummate the business combination are conditioned on, among other things, that as of immediately prior to the Closing, the Trust Amount is at least equal to (i) the Minimum Available CFAC Cash Amount (taking into account the GCM PubCo Equity Investments and the amount required to satisfy the CFAC Share Redemption Amount) and (ii) $75,000,000 (solely after deducting the amount required to satisfy the CFAC Share Redemption Amount and excluding the GCM PubCo Equity Investments). However, if the Trust Amount as of immediately prior the Closing is reasonably expected to be less than the Minimum Available CFAC Cash Amount, then the GCMH Equityholders and their affiliates will have the right (but not the obligation) to arrange for one or more third parties to purchase the Additional Holder Equity Amount. If, after giving effect to the Additional Holder Equity Amount, the Trust Amount is equal to or greater than the Minimum Available CFAC Cash Amount, then the Minimum Cash Condition will be deemed to have been satisfied. This condition is for the sole benefit of the GCMH Equityholders. If such condition is not met, and such condition is not or cannot be waived under the terms of the Transaction Agreement, then the Transaction Agreement could terminate and the proposed Transaction may not be consummated. In addition, in no event will we redeem public shares in an amount that would cause GCM PubCo’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001. 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

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be in the form of shares of GCM Class C common stock), representing approximately 75.0% of the voting power of GCM PubCo. However, in the event the maximum amount of CFAC Share Redemptions are exercised, upon completion of the Transaction, GCM PubCo’s ownership of will be as follows: (1) CFAC’s public stockholders will own approximately 4.1% of GCM PubCo’s outstanding common stock (which will be in the form of shares of GCM Class A common stock), representing approximately 5.1% of the voting power of GCM PubCo; (2) the PIPE Investors 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 13.7% of the voting power of GCM PubCo; (3) the Sponsor and the holders of founder shares will own approximately 5.0% of GCM PubCo’s outstanding common stock (which will be in the form of shares of GCM Class A common stock), representing approximately 6.2% of the voting power of GCM PubCo; and (4) GCM V will own approximately 79.8% 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.

Q:     Are the proposals conditioned on one another?

A:     Yes. The Closing is conditioned on the approval of the Business Combination Proposal, the Organizational Documents Proposals, the Nasdaq Proposal and the 2020 Plan Proposal at the special meeting. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

Q:     Why is CFAC providing stockholders with the opportunity to vote on the business combination?

A:     Under CFAC’s amended and restated certificate of incorporation, CFAC must provide all holders of shares of CFAC Class A common stock with the opportunity to redeem their public shares upon the consummation of an initial business combination either in conjunction with a tender offer or in conjunction with a stockholder vote. For business and other reasons, CFAC has elected to provide its stockholders with the opportunity to have their public shares redeemed in connection with a stockholder vote rather than a tender offer. Therefore, CFAC is seeking to obtain the approval of its stockholders of the Business Combination Proposal in order to allow its public stockholders to effectuate redemptions of their public shares in connection with the Closing. The approval of CFAC’s stockholders of the Business Combination Proposal is also a condition to closing in the Transaction Agreement. Holders of CFAC’s warrants are not entitled to vote on the business combination. Under CFAC’s amended and restated certificate of incorporation, CFAC’s warrants do not have redemption rights in connection with the business combination.

Q:     What will happen in the business combination?

A:     On August 2, 2020, CFAC, IntermediateCo, the Sponsor, GCMH, the GCMH Equityholders, GCMHGP LLC, GCM V and GCM PubCo 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; (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

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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.

A copy of the Transaction Agreement is attached to this proxy statement/prospectus as Annex A. For more information about the Transaction Agreement and the business combination, see the section entitled “Proposal No. 1 — The Business Combination Proposal.”

Q:     What is the relationship between CFAC, the Sponsor, Cantor and the PIPE Investors?

A:     The Sponsor holds 7,054,603 shares of CFAC Class B common stock (with the remaining 10,000 held by an independent director of CFAC) and holds 600,000 private placement units of CFAC that were issued in a private placement, which consist of (i) an aggregate of 600,000 shares of CFAC Class A common stock, and (ii) warrants to purchase an additional 450,000 shares of CFAC Class A common stock at $11.50 per share. CFAC was organized by the Sponsor with the intention to capitalize on the Cantor platform to identity, acquire and help build a company in an industry that complements the industry and expertise of its management team. The Sponsor is wholly owned by Cantor.

M. Klein Associates, Inc. (“M. Klein”) is a PIPE Investor and has agreed to purchase 1,000,000 shares of GCM Class A common stock at $10.00 per share pursuant to its Subscription Agreement with CFAC. In addition, The Klein Group, LLC (“The Klein Group”), an affiliate of M. Klein acted as financial advisor to CFAC in connection with the proposed business combination, and The Klein Group will receive a $5 million fee for its services. M. Klein has also entered into an agreement with the Sponsor and CFAC providing for, among other things, M. Klein’s purchase from Sponsor immediately following the Closing of 50% of the Sponsor’s remaining founder shares after giving effect to the Transactions (including the cancellation of 2,351,534 shares of GCM Class A common stock), in exchange for an amount equal to (a) the cost that the Sponsor paid for such shares plus (b) the cost of certain of the Sponsor’s expenses, which shares shall be subject to substantially the same lock-up restrictions as those affecting the Sponsor’s lock-up shares. The other PIPE Investors have institutional trading relationships with Cantor Fitzgerald & Co. but are not affiliates of CFAC, the Sponsor, Cantor or Cantor Fitzgerald & Co.

Q:     What factors did CFAC’s board of directors consider in connection with its decision to recommend voting in favor of the Business Combination?

A:     CFAC’s board of directors considered a wide variety of factors in connection with its evaluation of the business combination. These factors included, but were not limited to, the following factors:

•        GCM Grosvenor’s profitable and growing earnings profile;

•        GCM Grosvenor’s large and growing addressable market;

•        GCM Grosvenor’s deep relationships with a broad, diverse and growing global customer base;

•        GCM Grosvenor’s potential growth in revenue and earnings;

•        GCM Grosvenor’s experienced and proven management team;

•        GCM Grosvenor’s attractive valuation;

•        the terms and conditions of the Transaction Agreement;

•        the continued ownership by the key holders;

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•        the involvement of the PIPE Investors;

•        GCM Grosvenor’s attractiveness as a target; and

•        an evaluation of the alternative targets available to CFAC.

In addition to the various risks associated with the business of GCM Grosvenor, as described in the section entitled “Risk Factors” appearing elsewhere in this proxy statement/prospectus, CFAC’s board of directors also considered a variety of uncertainties, risks and other potentially negative reasons relevant to the business combination, including the following:

•        macroeconomic risks;

•        that GCM Grosvenor’s business plan and projections may not be achieved;

•        that the benefits of the Transactions may not be achieved;

•        that GCM Grosvenor’s growth initiatives may not be achieved;

•        that CFAC did not obtain a third-party valuation in connection with the Transactions;

•        the liquidation risk to CFAC;

•        the stockholder vote required for the Transactions;

•        the risk that certain closing conditions were out of CFAC’s control;

•        that CFAC stockholders will hold a minority position in the post-combination company;

•        litigation risk with respect to the Transactions;

•        fees and expenses of the Transactions;

•        potential redemptions by CFAC stockholders;

•        potential inability to retain GCM PubCo’s Nasdaq listing following the business combination;

•        valuation risk;

•        potential conflicts of interests; and

•        potential distraction to GCM Grosvenor’s operations.

After considering the foregoing, CFAC’s board of directors concluded, in its business judgment, that the potential benefits to CFAC and its stockholders relating to the business combination outweighed the potentially negative factors relating to the business combination. CFAC’s board of directors did not attempt to quantify or otherwise assign relative weights to the specific factors it took into account in reaching its decision.

For more information about the factors considered by CFAC’s board of directors, see the section entitled “Proposal No. 1 — The Business Combination Proposal — CFAC’s Board of Directors’ Reasons for the Approval of the Business Combination.”

Q:     What conditions must be satisfied to complete the business combination?

A:     There are a number of closing conditions in the Transaction Agreement, including the approval by CFAC’s stockholders of the Business Combination Proposal, the Organizational Documents Proposals, the 2020 Plan Proposal and the Nasdaq Proposal. For a summary of the conditions that must be satisfied or waived prior to completion of the business combination, see the section entitled “Proposal No. 1 — The Business Combination Proposal — The Transaction Agreement — Conditions to Closing of the Business Combination.”

Q:     How will GCM PubCo be managed and governed following the business combination?

The business and affairs of GCM PubCo will be managed under the direction of its board of directors. Following the Closing, GCM PubCo’s board will 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. Subject to the terms of the Stockholders’ Agreement and the GCM PubCo Amended and Restated Charter and GCM PubCo Amended

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and Restated Bylaws, the number of directors will be fixed by GCM PubCo’s board of directors. Additionally, pursuant to the Stockholders’ Agreement, GCM V will have the right to designate all seven directors for election to the board of directors of GCM PubCo. Please see the section entitled “Officers and Directors of GCM PubCo Upon Consummation of the Business Combination” for the names, ages and positions of each of the individuals who will serve as directors and officers of GCM PubCo following the business combination.

Q:     How will GCMH be managed and governed following the business combination?

A:     The business and affairs of GCMH will be managed under the direction of the board of directors of GCM PubCo. Following the Closing, GCM PubCo will own and control all of the outstanding equity interests of IntermediateCo, which, pursuant to the A&R LLLPA, has exclusive management authority over GCMH as its sole general partner. Through its ownership and control of IntermediateCo, GCM PubCo will indirectly own and control all of the general partner interests of GCMH, thereby giving the board of directors of GCM PubCo the exclusive authority to manage and control the affairs and decision making of GCMH.

Q:     Will CFAC obtain new financing in connection with the business combination?

A:     CFAC entered into the Subscription Agreements with the PIPE Investors, pursuant to which, subject to the consummation of the business combination, the PIPE Investors have agreed to purchase, in the aggregate, 19,500,000 shares of GCM Class A common stock at $10.00 per share for an aggregate commitment amount of $195,000,000. The closings under the Subscription Agreements will occur after the Effective Time and substantially concurrently with the closing of the business combination. For more information about the Subscription Agreements, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — PIPE Subscription Agreements.”

In addition, in accordance with the Forward Purchase Contract, the Sponsor has agreed, subject to CFAC’s consummation of a business combination with GCM PubCo and its affiliates, to purchase 1,500,000 GCM PubCo private placement warrants and 3,500,000 shares of GCM Class A common stock in exchange for an aggregate purchase price equal to $30,000,000. See the section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — CF Forward Purchase Contract.”

Q:     What equity stake will current CFAC stockholders, the PIPE Investors, the holders of the founder shares and GCM V hold in GCM PubCo following the consummation of the Transactions?

A:     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. These levels of ownership interest assume that no shares are elected to be redeemed in connection with the business combination. 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, CFAC assumes 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

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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.

Please see the section entitled “Summary of the Proxy Statement/Prospectus — Impact of the Business Combination on GCM PubCo’s Public Float” and “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

Q:     What transactions are occurring with the H&F Parties in connection with the business combination?

A:     The H&F Parties currently hold, in the aggregate, 3,746,250 GCM Class B-2 common units, which represent approximately 7.3% of the limited partnership interests of GCMH. All of the H&F Parties GCM Class B-2 common units are subject to the Option Agreement in favor of Holdings. Pursuant to the Transaction Agreement, 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 and, 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 the H&F Parties in the Option Exercise. As of September 1, 2020, the Option Exercise Price payable to the H&F Parties is approximately $49.3 million.

Q:     What are the material differences between CFAC’s amended and restated certificate of incorporation and bylaws and the GCM PubCo Amended and Restated Bylaws and GCM PubCo Amended and Restated Charter, which will be the organizational documents of GCM PubCo following the Merger as set forth in the Organizational Documents Proposals?

A:     CFAC is asking its stockholders to approve the following material differences between CFAC’s amended and restated certificate of incorporation and bylaws and the GCM PubCo Amended and Restated Bylaws and GCM PubCo Amended and Restated Charter, which will be the certificate of incorporation and bylaws of GCM PubCo following the Merger: (1) an amendment to authorize the change in the authorized capital stock of CFAC from 100,000,000 shares of CFAC Class A common stock, 10,000,000 shares of Class B common stock, and 1,000,000 preferred shares, par value $0.0001 per share, to 700,000,000 shares GCM Class A common stock, 500,000,000 shares of GCM Class B common stock, 300,000,000 shares of GCM Class C common stock, and 100,000,000 shares of preferred stock, par value $0.0001 per share, of GCM PubCo; (2) an amendment to authorize that holders of shares of GCM Class A common stock will be entitled to cast one vote per share of GCM Class A common stock and 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, as opposed to each share of CFAC Class A common stock and CFAC Class B common stock being entitled to one vote per share on each matter properly submitted to CFAC’s stockholders entitled to vote; (3) an amendment to authorize that certain provisions of the certificate of incorporation of GCM PubCo and certain provisions of the bylaws of GCM PubCo, in each case, will be subject to the Stockholders’ Agreement; and (4) an amendment to authorize all other changes in connection with the replacement of CFAC’s amended and restated certificate of incorporation and bylaws with the GCM PubCo Amended and Restated Charter and the GCM PubCo Amended and Restated Bylaws as part of the Merger (copies of which are attached to this proxy statement/prospectus as Annex C and Annex D, respectively), including (a) changing the corporate name from “CF Finance Acquisition Corp.” to “GCM Grosvenor Inc.,” (b) granting an explicit waiver regarding corporate opportunities to certain “exempted persons” (including each stockholder or director of GCM PubCo or any of its subsidiaries, other than a director that is an officer or employee of GCM PubCo or any of its subsidiaries in his or her capacity as such) and (c) removing certain provisions related to CFAC’s status as a blank check company that will no longer be applicable upon consummation of the business combination, all of which CFAC’s board of directors believes is necessary to adequately address the needs of GCM PubCo after the business combination.

See the sections entitled “Proposal No. 2 — Organizational Documents Proposal A,” “Proposal No. 3 — Organizational Documents Proposal B,” “Proposal No. 4 — Organizational Documents Proposal C” and “Proposal No. 5 — Organizational Documents Proposal D” for additional information.

Q:     Why is CFAC proposing the Nasdaq Proposal?

A:     CFAC is proposing the Nasdaq Proposal in order to comply with Nasdaq listing rules, which require stockholder approval of certain transactions that result in the issuance of 20% or more of a company’s outstanding voting

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power or shares of common stock outstanding before the issuance of stock or securities or the issuance of stock or securities to any director, officer or “Substantial Shareholder”. In connection with the Transactions, CFAC is seeking stockholder approval for the issuance of (subject to customary terms and conditions, including the Closing): (a) 3,500,000 shares of GCM Class A common stock and 1,500,000 GCM PubCo private placement warrants to the Sponsor, (b) 19,500,000 shares of GCM Class A common stock to the PIPE Investors and (c) a number of shares of GCM Class C common stock to GCM V equal to the GCM V Class C Allocation. Because the number of securities that GCM PubCo will issue in connection with the Transactions is equal to 20% or more of CFAC’s outstanding voting power and outstanding common stock and will issue stock or securities to a “Substantial Shareholder” in excess of amounts that may be issued without stockholder approval, it is required to obtain stockholder approval of such issuances pursuant to Nasdaq listing rules. Stockholder approval of the Nasdaq Proposal is also a condition to closing in the Transaction Agreement. See the section entitled “Proposal No. 6 — The Nasdaq Proposal” for additional information.

Q:     What happens if I sell my shares of CFAC Class A common stock before the special meeting?

A:     The record date for the special meeting is earlier than the date that the business combination is expected to be completed. If you transfer your shares of CFAC Class A common stock after the record date, but before the special meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the special meeting. However, you will not be able to seek redemption of your shares of CFAC Class A common stock because you will no longer be able to deliver them for cancellation upon the Closing in accordance with the provisions described herein. If you transfer your shares of CFAC Class A common stock prior to the record date, you will have no right to vote those shares at the special meeting or redeem those shares for a pro rata portion of the proceeds held in the Trust Account.

Q:     What vote is required to approve the Proposals presented at the special meeting?

A:     Approval of the Nasdaq Proposal, the 2020 Plan Proposal and the Adjournment Proposal requires the affirmative vote (in person or by proxy) of the holders of the majority of the outstanding shares of CFAC Class A common stock and CFAC Class B common stock entitled to vote and actually cast thereon at the special meeting, voting as a single class. Approval of the Business Combination Proposal and the Organizational Documents Proposals requires the affirmative vote (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.

Q:     May the Sponsor or CFAC’s directors, officers, or advisors or their respective affiliates purchase shares in connection with the business combination?

A:     In connection with the stockholder vote to approve the proposed business combination, the Sponsor and CFAC’s directors, officers, and advisors and their respective affiliates may privately negotiate transactions to purchase shares from stockholders who would have otherwise elected to have their shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules for a per share pro rata portion of the Trust Account. None of the Sponsor or CFAC’s directors, officers or advisors or their respective affiliates will make any such purchases when they are in possession of any material non-public information not disclosed to the seller. Such a purchase would 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, and could include a contractual provision that directs such stockholder to vote such shares in a manner directed by the purchaser. In the event that the Sponsor or CFAC’s directors, officers or advisors or their respective affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. Any such privately negotiated purchases may be effected at purchase prices that are below or in excess of the per share pro rata portion of the Trust Account.

Q:     How many votes do I have at the special meeting?

A:     CFAC’s stockholders are entitled to one vote at the special meeting for each share of CFAC Class A common stock or CFAC Class B common stock held of record as of             , 2020, the record date for the special meeting. As of the close of business on the record date, there were a combined              outstanding shares of CFAC Class A common stock and CFAC Class B common stock.

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Q:     What constitutes a quorum at the special meeting?

A:     Holders of a majority in voting power of CFAC Class A common stock or CFAC Class B common stock issued and outstanding and entitled to vote at the special meeting, present in person or represented by proxy, constitute a quorum. In the absence of a quorum, the chairman of the meeting has the power to adjourn the special meeting. As of the record date for the special meeting,              shares of CFAC Class A common stock and CFAC Class B common stock, in the aggregate, would be required to achieve a quorum.

Q:     How will the Sponsor and CFAC’s directors and officers vote?

A:     In connection with the IPO, CFAC entered into an agreement with the Sponsor and each of CFAC’s directors and officers, pursuant to which each agreed to vote any shares of CFAC Class A common stock and CFAC Class B common stock owned by them in favor of the Business Combination Proposal. Currently, the Sponsor and CFAC’s directors and officers own approximately 26.7% of CFAC’s issued and outstanding shares of CFAC Class A common stock and CFAC Class B common stock, in the aggregate, including all of the founder shares.

Q:     What interests do the current officers and directors have in the business combination?

A:     In considering the recommendation of CFAC’s board of directors to vote in favor of the business combination, stockholders should be aware that, aside from their interests as stockholders, the Sponsor and certain of CFAC’s directors and officers have interests in the business combination that are different from, or in addition to, those of other stockholders generally. CFAC’s directors were aware of and considered these interests, among other matters, in evaluating the business combination, and in recommending to stockholders that they approve the business combination. Stockholders should take these interests into account in deciding whether to approve the business combination. These interests include, among other things:

•        the fact that the Sponsor holds 600,000 private placement units and such securities will be worthless if CFAC fails to consummate a business combination;

•        the fact that 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 fact that 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 obligation of the Sponsor 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;

•        the fact that 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 share originally sold as part of the units issued in the IPO (the “public shares”), 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;

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•        the fact that one of CFAC’s independent directors owns 10,000 founder shares that were transferred by the Sponsor at no cost, 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 fact that 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;

•        the fact that 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; and

•        that 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.

Q:     What happens if I vote against the Business Combination Proposal?

A:     Under CFAC’s amended and restated certificate of incorporation, if the Business Combination Proposal is not approved and CFAC does not otherwise consummate an alternative business combination by December 17, 2020, unless further extended, CFAC will be required to dissolve and liquidate the Trust Account by returning the then-remaining funds in such account to CFAC’s public stockholders.

Q:     Do I have redemption rights?

A:     If you are a holder of public shares, you may elect to have your public shares redeemed for cash at the applicable redemption price per share equal to the quotient obtained by dividing (a) the aggregate amount on deposit in the Trust Account as of two (2) business days prior to the Closing, including interest not previously released to CFAC to pay its franchise and income taxes, by (b) the total number of shares of CFAC Class A common stock included as part of the units sold in the IPO and which remain outstanding; provided that CFAC will not redeem any public shares to the extent that such redemption would result in CFAC having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of less than $5,000,001. A stockholder holding both CFAC’s public shares and CFAC’s public warrants may redeem its public shares but retain the public warrants, which if the business combination closes, will become warrants of GCM PubCo. 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(d)(3) 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 (the “20% threshold”). Unlike some other blank check companies, other than the net tangible asset requirement and the 20% threshold described above, CFAC has no specified maximum redemption threshold and there is no other limit on the amount of public shares that you can redeem. Holders of CFAC’s outstanding public warrants do not have redemption rights in connection with the business combination. The Sponsor and CFAC’s directors and officers have agreed to waive their redemption rights with respect to any shares of CFAC’s capital stock they may hold in connection with the Closing, and the founder shares and shares of CFAC Class A common stock underlying the 600,000 private placement units held by the Sponsor will be excluded from the pro rata calculation used to determine the per share redemption price. 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. Additionally, shares properly tendered for redemption will only be redeemed if the business combination is consummated; otherwise holders of such shares will only be entitled to a pro rata portion of the Trust Account (including interest but net of franchise and income taxes payable) in connection with the liquidation of the Trust Account or if CFAC subsequently completes a different business combination on or prior to December 17, 2020, as may be further extended.

Q:     Will how I vote affect my ability to exercise redemption rights?

A:     No. You may exercise your redemption rights whether you vote your shares of CFAC Class A common stock for or against or abstain from voting on the Business Combination Proposal or any other proposal described in this proxy statement/prospectus. As a result, the business combination can be approved by stockholders who will redeem their shares and no longer remain stockholders.

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Q:     How do I exercise my redemption rights?

A:     In order to exercise your redemption rights, you must (i) 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, (ii) check the box on the enclosed proxy card marked “Shareholder Certification,” and (iii) 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 CFAC redeem your public shares for cash to Continental Stock Transfer & Trust Company, CFAC’s transfer agent, at the following address:

Continental Stock Transfer & Trust Company

1 State Street Plaza, 30th Floor

New York, New York 10004

Attention: Mark Zimkind

Email: mzimkind@continentalstock.com

Please 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 or CFAC Class B common stock. Notwithstanding the foregoing, 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 in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to his, her or its shares or, if part of such a group, the group’s shares, in excess of the 20% threshold. Accordingly, all public shares in excess of the 20% threshold beneficially owned by a public stockholder or group will not be redeemed for cash. 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.

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 the Depository Trust Company’s (the “DTC”) 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.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with CFAC’s 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 CFAC’s transfer agent at the phone number or address listed under the question “Who can help answer my questions?” below.

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Q:     What are the U.S. federal income tax consequences of exercising my redemption rights?

A:     The tax consequences of an exercise of the redemption rights will depend on your particular facts and circumstances. See the section entitled “Proposal No. 1 — Approval of the Business Combination — Certain United States Federal Income Tax Considerations.” You are encouraged to consult your tax advisors regarding the tax consequences of exercising your redemption rights.

Q:     What are the U.S. federal income tax consequences of the business combination?

A:     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. If the Merger qualifies as a reorganization within the meaning of Section 368(a), a U.S. Holder of CFAC’s public shares and public warrants will not recognize any gain or loss as a result of the Merger. See the section entitled “Proposal No. 1 — Approval of the Business Combination — Certain United States Federal Income Tax Considerations.” CFAC urges you to consult your tax advisors regarding the tax consequences of the business combination.

Q:     If I am a warrant holder, can I exercise redemption rights with respect to my warrants?

A:     No. The holders of CFAC’s warrants have no redemption rights with respect to such warrants.

Q:     Do I have appraisal rights if I object to the proposed business combination?

A:     No. There are no appraisal rights available to holders of CFAC Class A common stock or CFAC Class B common stock in connection with the business combination.

Q:     What happens to the funds deposited in the Trust Account after the Closing?

A:     If the Business Combination Proposal is approved, CFAC intends to use a portion of the funds held in the Trust Account to pay (i) a portion of CFAC’s aggregate costs, fees and expenses in connection with the consummation of the Transactions, (ii) tax obligations and advisory fees and (iii) for any redemptions of public shares. The remaining balance in the Trust Account, together with proceeds received from the Private Placement, will be used to repurchase equity interests from certain of GCM Grosvenor’s current equityholders pursuant to the Option Agreement, and to repay a portion of GCM Grosvenor’s outstanding debt. See the section entitled “Proposal No. 1 — The Business Combination Proposal” for additional information.

Q:     What happens if the business combination is not consummated or is terminated?

A:     There are certain circumstances under which the Transaction Agreement may be terminated. See the section entitled “Proposal No. 1 — The Business Combination Proposal — The Transaction Agreement — Termination” for additional information regarding the parties’ specific termination rights. In accordance with CFAC’s existing amended and restated certificate of incorporation, if an initial business combination is not consummated by December 17, 2020, unless extended, CFAC will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter subject to lawfully available funds therefor, redeem 100% of the public shares in consideration of a per share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest net of taxes payable (less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding public shares, which redemption will completely extinguish rights of the public stockholders as stockholders of CFAC (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and CFAC’s board of directors, in accordance with applicable law, dissolve and liquidate, subject in each case to CFAC’s obligations under the Delaware General Corporation Law (the “DGCL”) to provide for claims of creditors and other requirements of applicable law.

CFAC expects that the amount of any distribution its public stockholders will be entitled to receive upon its dissolution will be approximately the same as the amount they would have received if they had redeemed their shares in connection with the business combination, subject in each case to CFAC’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. Holders of the founder shares have waived any right to any liquidating distributions with respect to those shares.

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In the event of liquidation, there will be no distribution with respect to CFAC’s outstanding warrants. Accordingly, the warrants will expire worthless.

Q:     When is the business combination expected to be consummated?

A:     It is currently anticipated that the business combination will be consummated promptly following the special meeting of CFAC stockholders to be held on             , 2020; provided that all the requisite stockholder approvals are obtained and other conditions to the Closing have been satisfied or waived. For a description of the conditions for the completion of the business combination, see the section entitled “Proposal No. 1 — The Business Combination Proposal — The Transaction Agreement — Conditions to Closing of the Business Combination.”

Q:     What do I need to do now?

A:     You are urged to read carefully and consider the information contained in this proxy statement/prospectus, including “Risk Factors” and the annexes, and to consider how the business combination will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q:     How do I vote?

A:     If you were a holder of record of CFAC Class A common stock or CFAC Class B common stock on             , 2020, the record date for the special meeting of CFAC stockholders, you may vote with respect to the proposals in person at the special meeting or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the special meeting and vote in person, obtain a proxy from your broker, bank or nominee.

Q:     What will happen if I abstain from voting or fail to vote at the special meeting?

A:     At the special meeting, CFAC will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. For purposes of approval, failure to vote or an abstention will have no effect on the Nasdaq Proposal, the 2020 Plan Proposal or the Adjournment Proposal, but will have the same effect as a vote AGAINST the Business Combination Proposal and each of the Organizational Documents Proposals.

Q:     What will happen if I sign and submit my proxy card without indicating how I wish to vote?

A:     Signed and dated proxies received by CFAC without an indication of how the stockholder intends to vote on a proposal will be voted “FOR” each proposal presented to the stockholders.

Q:     If I am not going to attend the special meeting in person, should I submit my proxy card instead?

A:     Yes. Whether you plan to attend the special meeting or not, please read the enclosed proxy statement/prospectus carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Q:     If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A:     No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. CFAC believes the proposals presented to the stockholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

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Q:     May I change my vote after I have submitted my executed proxy card?

A:     Yes. You may change your vote by sending a later-dated, signed proxy card to CFAC’s secretary at the address listed below so that it is received by CFAC’s secretary prior to the special meeting or attend the special meeting in person and vote. You also may revoke your proxy by sending a notice of revocation to CFAC’s secretary, which must be received prior to the special meeting.

Q:     What should I do if I receive more than one set of voting materials?

A:     You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

Q:     Who can help answer my questions?

A:     If you have questions about the proposals or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact CFAC’s Secretary at CFFinance@cantor.com.

You may also contact CFAC’s proxy solicitor at:

              

Telephone:               

(banks and brokers call collect at               )

Email:               

To obtain timely delivery, CFAC’s stockholders must request the materials no later than five (5) business days prior to the special meeting.

You may also obtain additional information about CFAC from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find Additional Information.”

If you intend to seek redemption of your public shares, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) to CFAC’s transfer agent at least two business days prior to the special meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company

1 State Street Plaza, 30th Floor

New York, New York 10004

Attention: Mark Zimkind

Email: mzimkind@continentalstock.com

Q:     Who will solicit and pay the cost of soliciting proxies?

A:     CFAC will pay the cost of soliciting proxies for the special meeting. CFAC has engaged                  (the “Solicitation Agent”), to assist in the solicitation of proxies for the special meeting. CFAC has agreed to pay the Solicitation Agent a fee of $                , plus disbursements. CFAC will reimburse the Solicitation Agent for reasonable out-of-pocket expenses and will indemnify the Solicitation Agent and its affiliates against certain claims, liabilities, losses, damages and expenses. CFAC will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of CFAC Class A common stock and CFAC Class B common stock for their expenses in forwarding soliciting materials to beneficial owners of CFAC Class A common stock and CFAC Class B common stock and in obtaining voting instructions from those owners. CFAC’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the business combination and the proposals to be considered at the special meeting, you should read this entire proxy statement/prospectus carefully, including the annexes. See also the section entitled “Where You Can Find Additional Information.”

Parties to the Business Combination

CF Finance Acquisition Corp.

CF Finance Acquisition Corp. is a blank check company formed as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Upon the Closing, CFAC will merge with and into GCM PubCo, with GCM PubCo continuing as the surviving entity.

CFAC Class A common stock, CFAC’s warrants and CFAC’s units, consisting of one share of CFAC Class A common stock and three-quarters of one public warrant, are traded on Nasdaq under the ticker symbols “CFFA,” “CFFAW” and “CFFAU,” respectively. GCM PubCo has applied for listing, to be effective at the Closing, of its shares of Class A common stock and warrants on Nasdaq under the symbols “GCMG” and “GCMGW,” respectively. GCM PubCo will not have units traded following the Closing.

The mailing address of CFAC’s principal executive office is 110 East 59th Street, New York, New York, 10022.

For more information about CFAC, see the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of CFAC” and “Other Information Related to CFAC.”

GCM Grosvenor

Unless the context otherwise requires, all references in this subsection 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.

Our Company

Throughout our nearly 50-year history, we have been a leading independent, open-architecture alternative asset management solutions provider across all major alternative investment strategies. As of June 30, 2020, we had $57 billion in assets under management (“AUM”). We collaborate with our clients to construct investment portfolios across multiple investment strategies in the public and private markets, customized to meet their specific objectives. We also offer specialized funds that are developed to meet broad market demands for strategies and risk-return objectives and span the alternatives investing universe. Our clients are principally large, sophisticated, global institutional investors who rely on our investment expertise and differentiated investment access to navigate the alternatives market. As one of the pioneers of customized separate account solutions, we are equipped to provide investment services to institutional clients with different needs, internal resources and investment objectives. As of June 30, 2020, we had 485 employees, including 162 investment professionals, operating in seven offices throughout the United States and in London, Hong Kong, Seoul and Tokyo. For the year ended December 31, 2019 and the six months ended June 30, 2020, our total management fees were $325 million and $153 million, respectively, total fees attributable to us were $409 million and $169 million, respectively, our net income (loss) was $47 million and $(9) million, respectively, and our adjusted net income was $94 million and $31 million, respectively.

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We believe our history, experience, expertise, scale and culture across the full range of alternative investment strategies and our flexible implementation approach are key differentiators and position us well to provide a strong value proposition for clients.

Broad and Deep Investment Capabilities

Note: AUM as of June 30, 2020.

We operate at scale across a range of private markets and absolute return strategies. Private markets and absolute return strategies are primarily defined by the liquidity of the underlying securities purchased, the length of the client commitment, and the form and timing of incentive compensation. We offer the following private markets and absolute return investment strategies:

•        Private Equity. We are a recognized industry leader in private equity investing with capabilities spanning investment types, investment strategies and manager relationships. As of June 30, 2020, we managed $20.7 billion of AUM in private equity strategies.

•        Infrastructure. We have a more than 17 year track record of investing across the infrastructure landscape. Over this time, we have gained deep transaction experience across geographies, sectors and implementation methodologies. As of June 30, 2020, we managed $5.4 billion of AUM in infrastructure strategies.

•        Real Estate. We manage real estate investments through a flexible investment platform to provide differentiated exposure to opportunistic real estate investments, primarily in North America. As of June 30, 2020, we managed $3.3 billion of AUM in real estate strategies.

•        Alternative Credit. We are a leader in alternative credit with over 30 years of investing experience and investments covering the liquidity spectrum across structured credit, corporate credit, distressed, direct lending, and real assets. As of June 30, 2020, we managed $11.0 billion of AUM in alternative credit strategies.

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•        Absolute Return Strategies. We established our first advisory relationship in absolute return strategies in 1994 and have been building and managing customized absolute return strategies portfolios on behalf of institutional clients since 1996. As of June 30, 2020, we managed $23.4 billion of AUM in our absolute return strategies.

Open Architecture Investing Platform

Within these investment strategies, we make primary investments in funds managed by third-party managers, which we refer to as primary fund investments; we acquire secondary stakes in such funds, which we refer to as secondaries; we co-invest alongside such primary fund managers, which we refer to as co-investments; and we invest directly into operating businesses and operating assets, which we refer to as direct investing. A number of our clients utilize multiple strategies and approaches.

Quality Client Base, Global Footprint

Our client base is highly institutional, with over 500 institutional clients as of June 30, 2020, and is broadly diversified by type, size, geography, and revenue. Our clients include some of the world’s largest pension funds, sovereign wealth entities, corporations, financial institutions, family offices and high-net-worth and mass affluent individuals. Our 25 largest clients by AUM have been with us for an average of over 12 years and 84% of these clients have expanded their investment relationship with us over the last three years. Additionally, as of June 30, 2020, 38% of our top 50 clients by AUM worked with us in multiple investment strategies (i.e., private equity, infrastructure, real estate, alternative credit and absolute return strategies).

Note: AUM as of June 30, 2020. Management fees for the twelve months ended June 30, 2020.

We have developed our footprint globally and across all investor types over many years, which we believe provides us with the opportunity to continue to benefit from the ongoing global growth of the alternative asset management industry. With four offices outside of the United States, we cover all regions that offer meaningful investable capital and investment opportunities in the alternatives industry. We serve clients from over 30 countries and have deployed capital in over 100 countries across a wide range of investment strategies.

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Flexible Client Implementation Model

We offer services to clients in two broad categories:

•        Customized separate accounts.    We construct customized portfolios to meet our clients’ specific objectives with regards to asset classes, implementation types, return, risk tolerance, diversification, liquidity and other factors. Generally available for commitments of $100 million or more, customized separate accounts comprised $44 billion of our AUM as of June 30, 2020. For many of our largest clients, we also provide value-add ancillary services, including fund administration, portfolio risk management and research access.

•        Specialized funds.    We organize, invest and manage specialized primary, secondary and direct/co-investment and multi-asset class funds across both private markets and absolute return strategies. Since 2015, we have increased our focus on building our offering of specialized funds particularly within private market strategies to leverage our existing investment capabilities and expand our investor footprint. Our product offerings have grown steadily since focusing in this area. Our specialized funds comprised $13 billion of our AUM as of June 30, 2020.

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Note: AUM as of June 30, 2020.

Scalable and Predictable Business Model

Our business model is highly scalable with two primary fee streams: management fees and incentive fees. Approximately 90% of the net fees attributable to us in the last three years have come from management fees, which are historically more predictable across market conditions than our other sources of fees. We have experienced steady growth in the fee-paying AUM (“FPAUM”) that drives our management fees; as of June 30, 2020, we had $49.6 billion in FPAUM. As of June 30, 2020, we also had an additional approximately $5.6 billion of contracted capital on which we expect to start charging management fees, under existing contracts, over the course of approximately the next three years as capital is invested or based on an agreed upon fee ramp in schedule. This additional $5.6 billion of capital will bolster our potential FPAUM growth over the next several years. Our incentive fees are comprised of both carried interest earnings and annual performance fees and made up approximately 10% of the net fees attributable to us in the last three years. The incentive fees have greater variability between time periods but we believe that such fees will provide upside to our revenue stream in the future.

We believe our business model has the following valuable attributes, which create an attractive financial profile:

•        High management fee centricity.    For each of the year ended December 31, 2019 and the six months ended June 30, 2020, approximately 90% and 97% of the net fees attributable to us came from management fees, respectively.

•        Stable management fee base.    As of June 30, 2020, more than 65% of our AUM in private markets strategies had a remaining tenor of seven years or more. Additionally, across our customized separate accounts, capital raised from existing clients was more than 50% of the total capital raised over the past three years.

•        Significant earnings opportunity from incentive fees.    Though subject to more variability, including on account of factors out of our control, we believe our incentive fees from both private markets and absolute return strategies have the opportunity to increase significantly in the future due to the amount of assets able to earn incentive fees and recent fundraising success.

•        Embedded operating leverage.    We have made significant investments in our platform infrastructure by building out our investment teams across investment strategies and geographies, which we believe positions us well for continued margin expansion. As of June 30, 2020, we had 162 investment professionals, up from 137 as of December 31, 2017.

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Differentiated Capabilities

Middle Market/Small and Emerging Capabilities

We have a particular focus on middle market and small and emerging investment activities where we believe we can provide differentiated investment capabilities and add the most value for our clients. We broadly define middle market investment activities as funds with AUM of generally less than $3.0 billion in the U.S., €2.0 billion in Europe or $1.5 billion in Asia, small investment activities as funds with AUM of generally less than $1.0 to $2.0 billion and emerging market activities as managers that have launched three or fewer funds or have less than three years of investment activity. As institutional investors seek new sources of return, they are increasingly recognizing the benefits of diversified investment portfolios that incorporate investment opportunities of all sizes. For the past 30 years, we have developed specific expertise in funding and supporting middle market and small and emerging managers as part of our broad investment activity across alternative investments. Since our first investment in 1989, we have committed more than $17.9 billion to small and emerging managers across both private markets and absolute return strategies. We believe small, emerging and diverse managers present opportunity for better risk/return profiles, lower competition and differentiated underwriting.

ESG and Impact Capabilities

Responsible investing is a core value, which we embrace at every level of our organization. Through our investments, we incorporate environmental, social and governance (“ESG”) considerations into our business management, analysis, due diligence, and portfolio construction. We view ESG issues as key elements of investment return, volatility and risk mitigation, and believe the appropriate consideration of such issues is an important aspect of our fiduciary responsibility to our clients. Since the firm’s inception, we have committed and invested over $15 billion in ESG- and impact-related themes. We have an A+ rating from the Principles for Responsible Investment (“PRI”) for our approach to strategy and governance, and an A+ rating for our integration of ESG factors in private equity manager selection, approval, and monitoring. Entities affiliated with GCM Grosvenor have been a signatory to the PRI since June 2012. On the operating side, we actively consider and respond to ESG risks and opportunities within our firm, including assessing the environmental impact of our activities, managing relationships with all of our stakeholders and monitoring factors such as firm leadership, executive pay, internal controls and shareholder rights.

Our Culture and Our People

We recognize that our chief asset is our people. In a human capital business, we believe culture matters and is a defensible asset. We have been a registered investment advisor since 1997 with a culture of compliance rooted in a proper tone at the top. We have fostered a culture of service to our clients, recognizing that we succeed when our clients succeed. Our culture values all functions of the firm, and while we always seek high performance in our investment strategies, we pursue excellence in all of the non-investment functions of our firm. In addition, we have a culture of diversity, equity and inclusion.

We are a process-driven firm that does not operate on a star system, not relying on any one individual and therefore, always prepared to deal with issues of contingency and succession. Additionally, we have made significant investments in training, talent and technology to ensure we are serving our clients with the highest levels of professionalism,

As of June 30, 2020, we had 485 employees, including 162 investment professionals, operating in seven offices throughout the United States and in London, Hong Kong, Seoul and Tokyo. In addition to a competitive compensation structure, we promote a work environment that is interesting and challenging, providing our employees the opportunity to grow professionally. Inclusiveness is part of our ethos and is woven into our core activities. As of June 30, 2020, 59% of our employees based in the U.S. were women or ethnically diverse; and, of our senior professionals, 51% were women or ethnically diverse employees. We believe there is significant alignment of interests between our clients, our stakeholders and our firm. As of June 30, 2020, our current and former employees and the firm had over $474 million of their own capital invested into our various investment programs, which we believe aligns our interests with those of our clients. The Key Holders will own more than 70% of the Company upon completion of this transaction, which we believe will continue to align our interests with those of our stakeholders.

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Our History

Since the launch of our first multi-manager absolute return portfolio almost 50 years ago, we have specialized in creating and managing alternative investment portfolios on behalf of our clients. From 1971 to the mid-1990s, we provided specialized absolute return portfolios primarily to high-net-worth and family office investors. During the 1990s, we began to expand our absolute return service offerings and have since developed an institutional-quality operating infrastructure.

Starting in the early 1990s, we increased our emphasis on customized portfolios and broadened our absolute return advisory service offerings. We established our first absolute return advisory relationship in 1994 and have been building and managing customized absolute return portfolios on behalf of institutional clients since 1996. As our assets grew and we strengthened our relationships with managers, we sought to use our scale, experience and industry relationships to tailor investment mandates and negotiate for improved terms for our clients. Over the years, we expanded our global presence through the opening of offices in Europe and Asia to support our growing institutional client base.

In January 2014, we further evolved by adding complementary private markets capabilities through our acquisition of the Customized Fund Investment Group from Credit Suisse Group AG, which was established in 1999. The acquisition added private equity, infrastructure and real estate investment strategies to our business and has been a success both economically and culturally with a commitment to a “one firm” model that is collaborative across investment strategies — one management team, one compliance department, one operational backbone and one client facing function, among others. We believe this “one firm” culture across the entire range of alternative investment strategies is an important differentiator for us because it enhances the overall value proposition for our clients.

Today, we believe we are the largest open-architecture alternatives platform globally, enabling us to provide our clients with a comprehensive and diverse suite of customized solutions across both private markets and absolute return strategies in multiple implementation methodologies and delivery formats.

Our Competitive Strengths

We believe the following competitive strengths have enabled us to capitalize on industry trends and position us well for future growth:

•        Poised to Capitalize on a Large and Growing Market.    According to PwC, total alternative AUM is expected to grow at an annualized growth rate of approximately 9% per year between 2016 and 2025, reaching over $21 trillion from approximately $14 trillion in 2016. Additionally, institutional investors plan to continue to increase or maintain their exposure to alternative investment strategies in the coming years, according to Preqin. We believe we are the only independent, open-architecture alternative asset management solutions provider with scaled solutions across all major alternative investment strategies, which positions us well to capture this market growth.

•        Execution Expertise Across Multiple Investment Strategies.    We are one of the few solutions providers globally with the breadth and flexibility of execution across a broad spectrum of alternative investment strategies and implementation methodologies, which we believe offers us a unique vantage point as we sit at the intersection of a tremendous amount of market intelligence and deal flow across our entire platform.

•        Market Leader in Customized Alternative Investment Solutions.    Having launched our customized separate accounts in the 1990s, we believe we are well-positioned to capitalized on increasing appreciation in the institutional investor community for tailored investment programs that are different from the one-size-fits-all solution offered by specialized funds.

•        Leader in ESG and Impact Investment Strategies.    With approximately $11 billion of our AUM dedicated to ESG and impact investments and approximately $4 billion in total realizations since inception, we believe we are ahead of the industry curve in focusing on recognizing ESG and impact investment considerations, which positions us well with clients, who are increasingly focused on risk-adjusted returns associated with socially responsible investment opportunities.

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•        Deep and Tenured Client Relationships.    We have a high-quality client base including some of the largest public and private pension funds, sovereign wealth funds, financial institutions, family offices and high-net-worth individuals. Our 25 largest clients by AUM have been with us for more than 12 years on average, and as of June 30, 2020, 38% of our top 50 clients by AUM work with us in multiple investment strategies (i.e., private equity, infrastructure, real estate, alternative credit and absolute return strategies).

•        Extensive Relationships and Data Support Sourcing of Opportunity and Performance Across Multiple Alternative Investment Strategies.    Given our long history in the market and the resulting depth and scale of our relationships with managers, we believe we have developed one of the most comprehensive sets of data in the industry across both private markets and absolute return investment strategies, which is essential in sourcing differentiated, high-quality investment opportunities.

•        Attractive Financial Profile.    We believe our financial profile has the following attractive attributes: high management fee centricity; a stable management fee base; significant visibility into future growth through $5.6 billion of contracted but not yet fee-paying AUM; potential additional earnings power from incentive fees; and the embedded operating leverage in our business as a result of making significant historical investments in our platform infrastructure.

•        Deep Bench of Talent With a Strong Corporate Culture.    We believe our culture is one of our most important and defensible assets. Diversity and inclusion is at the heart of our ethos, and we work hard to ensure we are maintaining our focus and continuously improving our efforts in this area.

Growth Strategy

We intend to strengthen our position as an industry leader and continue our growth trajectory by:

•        Expanding Relationships With Our Existing Clients, While Growing Our Overall Client Base.    As of June 30, 2020, 38% of our clients by AUM worked with us in multiple investment strategies. In addition, we believe our existing clients have a growing asset base and are expanding allocations to alternative investment strategies (i.e., private equity, infrastructure, real estate, alternative credit and absolute return strategies). As a result, we believe a large portion of our growth will come from existing clients through renewals and expansion of existing mandates with us. We have successfully onboarded 105 net new clients or net new to strategy clients to the firm since 2017, net of clients lost during that time period, including 26 net new clients or net new to strategy clients in 2019.

•        Continuing to Grow Our Private Markets Specialized Funds Franchise.    We believe the natural evolution and growth of our investment in the current specialized fund franchises will see us with new successor funds in several strategies in the interim. As we raise successor funds in these established franchises, we expect to continue to grow our management fees.

•        Expanding Our Offerings Across Investment Strategies.    Our platform provides the flexibility and scale to create new products and innovative investment strategies when market demand and opportunity warrant it, and we believe our track record demonstrates that we know how to identify and pursue those opportunities successfully for our clients.

•        Expanding Our Distribution Channels.    We believe the growing demand for alternative assets provides an opportunity for us to attract new investors across a variety of distribution channels. In recent periods, we have extended our investment strategies and marketing efforts increasingly to insurance companies, sub-advisory partners and other non-institutional investors, which we believe remain under-allocated to alternative assets.

•        Building Out Our Global Presence.    Our aim is to continue expanding our global presence through further direct investment in personnel, client relationships and increased investments with, and direct and co-investments alongside, established managers.

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The Business Combination

On August 2, 2020, GCM PubCo 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; by virtue of such merger (i) each share of CFAC common stock will be converted into a share of GCM Class A common stock, (ii) each public warrant will be converted into a GCM PubCo common warrant and (iii) the certificate of incorporation and bylaws of GCM PubCo in effect immediately prior to the Effective Time will be amended and restated to be the GCM PubCo Amended and Restated Charter and GCM PubCo Amended and Restated Bylaws; (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.

For more information about the Transaction Agreement and the business combination and other transactions contemplated thereby, see the section entitled “Proposal No. 1 — The Business Combination Proposal.”

Conditions to the Closing

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;

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•        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 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 nonperformance 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

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•        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).

Regulatory Matters

The Transactions are not subject to any additional federal or state regulatory requirement or approval, except for (i) the approvals required by the Financial Industry Regulatory Authority Inc. (“FINRA”), Part XII of the Financial Services Markets Act 2000, as amended (“FSMA”) and Section 132 of the Securities and Futures Ordinance (Cap. 571) (“SFO”) and (ii) the filings with the State of Delaware and State of Illinois, in each case, that are necessary to effectuate the Transactions.

FINRA

The Transaction is subject to the filing by GRV Securities LLC, a Delaware limited liability company and indirect wholly-owned subsidiary of GCMH (“GRV Securities”), of a material consultation letter (“MatCon”), or to the extent necessary, a continuing membership application (pursuant to FINRA Rule 1017) with FINRA with respect to the Transaction, and the receipt by the GRV Securities of FINRA’s approval with respect to the foregoing.

FCA

The Transaction is subject to the filing by GCM PubCo, IntermediateCo, GCM V, the Sponsor and certain other Persons who, pursuant to the Transaction, will be deemed indirect controllers of GCM Investments UK LLP of a notification with the FCA under Section 178 of the FSMA, and the receipt by the foregoing applicants of the FCA’s approval of the acquisition or increase of control of GCM Investments UK LLP by such applicants under Sections 189(4)(a), 189(4)(b)(i) or 189(b) of the FSMA, as applicable.

SFC

The Transaction is subject to the filing by GCM PubCo, IntermediateCo, GCM V and certain other Persons who, pursuant to the Transaction, will become a substantial shareholder of GCM Investments Hong Kong Limited (“GCMHK”) of an application with the SFC pursuant to Section 132 of the SFO, and the receipt by the foregoing applicants of the SFC’s approval for each such applicant to become a substantial shareholder of GCMHK.

Related Agreements

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 board of directors of GCM PubCo with the right to cause GCM PubCo to convert into a Delaware public benefit corporation and (b) provide for three classes of common 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. For more information about the amendments to GCM PubCo’s certificate of incorporation, see section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — GCM PubCo Amended and Restated Charter.”

A&R LLLPA.

Following the Closing, GCM PubCo will operate its business through GCMH and its subsidiaries. At the Closing, GCM PubCo, IntermediateCo and 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. For more information about the A&R LLLPA, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — A&R LLLPA.”

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Amended and Restated Registration Rights Agreement.

At the Closing, GCM PubCo will enter into an Amended and Restated Registration Rights Agreement with the Sponsor, the GCMH Equityholders and the PIPE Investors (the “Registration Rights Agreement”). 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. For more information about the Registration Rights Agreement, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Registration Rights Agreement.”

Stockholders’ Agreement.

The Transaction Agreement contemplates that, at the Closing, GCM PubCo will enter into a Stockholders’ Agreement with the GCMH Equityholders and GCM V, pursuant to which, among other things, (i) GCM V will be granted rights to designate all seven directors for election to the board of directors of GCM PubCo (the “GCM PubCo board”) (and the voting parties will vote in favor of such designees) and (ii) GCM V and the GCMH Equityholders will agree to vote their voting shares in favor of any recommendations by the GCM PubCo board. Additionally, the Stockholders’ Agreement contains certain restrictions on transfer with respect to lock-up shares held by the GCMH Equityholders, including a three-year lock-up of such shares in each case, subject to limited exceptions as contemplated thereby (including that the GCMH Equityholders may each 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). From and after the Closing, the Stockholders’ Agreement contemplates that the GCM PubCo board will consist of seven directors with the initial chairperson of the GCM PubCo board being Michael J. Sacks and also contains certain provisions intended to maintain, following the consummation of the Transaction, GCM PubCo’s qualification as a “controlled company”. For more information about the Stockholders’ Agreement, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Stockholders’ Agreement.”

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. GCM PubCo expects to obtain an increase in its share of the tax basis of the assets of GCM Grosvenor in connection with the purchase of equity interests of GCMH from the pre-business combination equity holders. In addition, as a result of the transactions undertaken in connection with the business combination, GCM PubCo expects to receive the benefit of existing tax basis in certain intangible assets of GCM Grosvenor. Further, GCM PubCo may obtain an increase in its share of the tax basis of the assets of GCM Grosvenor in the future, when a GCMH Equityholder receives GCM Class A common stock or cash, as applicable, from GCM PubCo in connection with an exercise of such GCMH Equityholder’s right to have common units in GCMH redeemed by GCMH or, at GCM PubCo’s election, exchanged (which GCM PubCo intends to treat as its 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 its election to have such common units acquired 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 GCM PubCo 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 GCM Grosvenor’s assets. In connection with the transactions described above, GCM PubCo will enter into the Tax Receivable Agreement with GCMH and each of the GCMH Equityholders that will provide for the payment by GCM PubCo to the TRA Parties (as defined below) 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 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. The tax benefit payments provided for under the Tax Receivable Agreement are not conditioned upon one or more of the GCMH Equityholders maintaining a continued ownership interest in

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GCMH or its affiliates. The GCMH Equityholders rights under the Tax Receivable Agreement are generally assignable. For more information about the Tax Receivable Agreement, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Tax Receivable Agreement.”

PIPE Subscription Agreements.

CFAC has entered into the Subscription Agreements with the PIPE Investors, pursuant to which the PIPE Investors have agreed to purchase, in the aggregate, 19,500,000 shares of GCM Class A common stock at $10.00 per share for an aggregate commitment amount of approximately $195,000,000. The shares of GCM Class A common stock to be issued pursuant to the Subscription Agreements have not been registered under the Securities Act in reliance upon an exemption provided in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. The closings under the Subscription Agreements will occur after the Effective Time and substantially concurrently with the Closing. For more information about the Subscription Agreements, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — PIPE Subscription Agreements.”

Amendment No. 1 to Forward Purchase Contract.

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, subject to CFAC’s consummation of a business combination with GCM PubCo and its affiliates, to purchase 1,500,000 GCM PubCo private placement warrants and 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. For more information about the Forward Purchase Contract, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — CF Forward Purchase Contract.”

Sponsor Support Agreement.

In connection with the consummation of the business combination, 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 also agreed to certain transfer restrictions on its 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. For more information about the Sponsor Support Agreement, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Sponsor Support Agreement.”

Other Agreements.

For more information about other agreements to be entered into by CFAC and its affiliates at the Closing, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements.”

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Interests of Certain Persons in the Business Combination

In considering the recommendation of CFAC’s board of directors to vote in favor of the business combination, stockholders should be aware that, aside from their interests as stockholders, the Sponsor and certain of CFAC’s directors and officers have interests in the business combination that are different from, or in addition to, those of other stockholders generally. CFAC’s directors were aware of and considered these interests, among other matters, in evaluating the business combination, and in recommending to stockholders that they approve the business combination. Stockholders should take these interests into account in deciding whether to approve the business combination. These interests include, among other things:

•        the fact that the Sponsor holds 600,000 private placement units and such securities will be worthless if CFAC fails to consummate a business combination;

•        the fact that 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 fact that 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 obligation of the Sponsor 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;

•        the fact that 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 us, 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.;

•        the fact that upon completion of the business combination, an aggregate amount of approximately $5 million in advisory fees will be payable to The Klein Group, an affiliate of M. Klein. M. Klein is a PIPE Investor and has agreed to purchase 1,000,000 shares of GCM Class A common stock at $10.00 per share pursuant to its Subscription Agreement with CFAC. M. Klein has also entered into an agreement with the Sponsor and CFAC providing for, among other things, M. Klein’s purchase from Sponsor immediately following the closing of the business combination of 50% of the Sponsor’s remaining founder shares after giving effect to the Transactions (including the cancellation of 2,351,534 shares of GCM Class A common stock), in exchange for an amount equal to (a) the cost that the Sponsor paid for such shares plus (b) the cost of certain of the Sponsor’s expenses, which shares shall be subject to substantially the same lock-up restrictions as those affecting the Sponsor’s lock-up shares;

•        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 share originally sold as part of the units issued in the IPO (the “public shares”), 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;

•        the fact that one of CFAC’s independent directors owns 10,000 founder shares that were transferred by the Sponsor at no cost, 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 fact that 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;

14

•        the fact that 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; and

•        that 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.

Reasons for the Approval of the Business Combination

After careful consideration, the CFAC board of directors recommends that CFAC stockholders vote “FOR” each Proposal being submitted to a vote of the CFAC stockholders at the CFAC special meeting.

For a more complete description of CFAC’s board of directors’ reasons for the approval of the business combination and their recommendation, see the section entitled “Proposal No. 1 — The Business Combination Proposal — CFAC’s Board of Directors’ Reasons for the Approval of the Business Combination.”

Redemption Rights

Under CFAC’s certificate of incorporation, holders of CFAC Class A common stock may elect to have their shares redeemed for cash at the applicable redemption price per share equal to the quotient obtained by dividing (a) the aggregate amount on deposit in the Trust Account as of two business days prior to the Closing, including interest (which interest shall be net of taxes payable), by (b) the total number of the then-issued and outstanding shares of CFAC Class A common stock; provided that CFAC will not redeem any public shares to the extent that such redemption would result in CFAC having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) of less than $5,000,001. As of September 15, 2020, this would have amounted to approximately $10.38 per share. Under CFAC’s amended and restated certificate of incorporation, in connection with an initial business combination, a public stockholder, together with any affiliate or any other person with whom such stockholder is acting in concert of as a “group” (as defined under Section 13(d)(3) of the Exchange Act), is restricted from seeking redemption rights with respect to more than 20% of the public shares.

If a holder exercises its redemption rights, then such holder will be exchanging its shares of CFAC Class A common stock for cash and will no longer own shares of CFAC Class A common stock and will not participate in the future growth of CFAC, if any. Such a holder will be entitled to receive cash for its public shares only if it properly demands redemption and delivers its shares (either physically or electronically) to CFAC’s transfer agent in accordance with the procedures described herein. See the section entitled “Special Meeting of CFAC Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash. A stockholder holding both CFAC’s public shares and CFAC’s public warrants may redeem its public shares but retain the public warrants, which if the business combination closes, will become warrants of GCM PubCo.

Impact of the Business Combination on GCM PubCo’s Public Float

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. These levels of ownership interest assume that no shares are elected to be redeemed in connection with the business combination. The PIPE Investors have agreed to purchase in the aggregate 19,500,000 shares of GCM Class A common stock, for $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

15

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.

Organizational Structure

The following diagram, which is subject to change based upon any redemptions by current CFAC stockholders of public shares in connection with the business combination, illustrates the expected ownership structure of GCM PubCo immediately following the Closing.

____________

(1)      Refers to Holdings, Management LLC and Holdings II

(2)      GCMHK is licensed to deal in securities (Type 1) and advise on securities (Type 4) by the Hong Kong Securities and Futures Commission.

(3)      MIP is entitled to carried interest distributions from certain GCM Funds

(4)      GCMLP and GCM Customized Fund Investment Group, L.P. are SEC-registered investment advisers

(5)      GCM Investments UK LLP is authorized and regulated by the UK Financial Conduct Authority to provide investment advisory and arranging services to professional investors.

(6)      GCM Partners I, L.P. is entitled to carried interest distributions from certain GCM Funds

(7)      GIJKK is registered as a securities company in Japan with the Kanto Local Finance Bureau.

(8)      GRV Securities is an SEC-registered broker-dealer registered with the SEC

(9)      Certain entities that are subsidiaries of CFIG Holdings are also entitled to carried interest distributions from certain GCM Funds.

16

Board of Directors of GCM PubCo Following the Transactions

Upon the Closing, the board of GCM PubCo will be chaired by Mr. Sacks and will include Jonathan Levin, President of GCM Grosvenor, and five additional directors, at least three of whom will be independent.

Upon completion of the Transactions, the Key Holders will control a majority of the combined voting power of all classes of GCM PubCo’s outstanding voting shares and will have the ability to influence the election of its board of directors. As a result, GCM PubCo expects to be a controlled company within the meaning of the Nasdaq corporate governance standards, and may elect not to comply with certain Nasdaq corporate governance requirements, including the requirements that a majority of the board of directors consist of independent directors and that the nominating and governance committee and compensation committee be composed entirely of independent directors. These requirements will not apply to GCM PubCo as long as it remains a controlled company.

Accounting Treatment

The business combination will be accounted for as a recapitalization in accordance with GAAP. Under this method of accounting, GCM PubCo has been treated as the “acquired” company for financial reporting purposes. This determination was primarily based on the GCMH Equityholders having a relative majority of the voting power of the combined entity, the operations of GCM Grosvenor prior to the acquisition comprising the only ongoing operations of the combined entity, and senior management of GCM Grosvenor comprising the majority of the senior management of the combined entity. Accordingly, for accounting purposes, the financial statements of the combined entity will represent a continuation of the financial statements of GCM Grosvenor with the acquisition being treated as the equivalent of GCM Grosvenor issuing stock for the net assets of GCM PubCo, accompanied by a recapitalization. The net assets of GCM PubCo will be stated at historical cost, with no goodwill or other intangible assets recorded.

Appraisal Rights

Appraisal rights are not available to CFAC stockholders in connection with the business combination.

Other Proposals

In addition to the proposal to approve and adopt the Transaction Agreement and the business combination, CFAC stockholders will be asked to vote on:

•        amendments to consider and vote upon the following four separate proposals to approve the following material differences between CFAC’s amended and restated certificate of incorporation and bylaws and the GCM PubCo Amended and Restated Charter and GCM PubCo Amended and Restated Bylaws, which will be the certificate of incorporation and bylaws of GCM PubCo following the Merger:

•        an amendment to authorize the change in the authorized capital stock of CFAC from 100,000,000 shares of CFAC Class A common stock, 10,000,000 shares of Class B common stock, and 1,000,000 preferred shares, par value $0.0001 per share, to 700,000,000 shares GCM Class A common stock, 500,000,000 shares of GCM Class B common stock, 300,000,000 shares of GCM Class C common stock, and 100,000,000 shares of preferred stock, par value $0.0001 per share, of GCM PubCo;

•        an amendment to authorize that holders of shares of GCM Class A common stock will be entitled to cast one vote per share of GCM Class A common stock and 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, as opposed to each share of CFAC Class A common stock and CFAC Class B common stock being entitled to one vote per share on each matter properly submitted to CFAC’s stockholders entitled to vote;

•        an amendment to authorize that certain provisions of the certificate of incorporation of GCM PubCo and certain provisions of the bylaws of GCM PubCo, in each case, will be subject to the Stockholders’ Agreement; and

•        an amendment to authorize all other changes in connection with the replacement of CFAC’s amended and restated certificate of incorporation and bylaws with the GCM PubCo Amended and Restated Charter and GCM PubCo Amended and Restated Bylaws as part of the Merger (copies of which are attached

17

to this proxy statement/prospectus as Annex C and Annex D, respectively), including (a) changing the corporate name from “CF Finance Acquisition Corp.” to “GCM Grosvenor Inc.,” (b) granting an explicit waiver regarding corporate opportunities to certain “exempted persons” (including each stockholder or director of GCM PubCo or any of its subsidiaries, other than a director that is an officer or employee of GCM PubCo or any of its subsidiaries in his or her capacity as such) and (c) removing certain provisions related to CFAC’s status as a blank check company that will no longer be applicable upon consummation of the business combination, all of which CFAC’s board of directors believes is necessary to adequately address the needs of GCM PubCo after the business combination;

•        an amendment to consider and vote upon a proposal to approve, for purposes of complying with applicable listing rules of The Nasdaq Capital Market, the issuance and sale of (a) 3,500,000 shares of GCM Class A common stock and 1,500,000 GCM PubCo private placement warrants to the Sponsor, (b) 19,500,000 shares of GCM Class A common stock to the PIPE Investors and (c) a number of shares of GCM Class C common stock to GCM V equal to the GCM V Class C Allocation;

•        an amendment to consider and vote upon a proposal to approve and adopt the CF Finance Acquisition Corp. 2020 Incentive Award Plan and material terms thereunder. A copy of the 2020 Plan is attached to this proxy statement/prospectus as Annex G; and

•        an amendment to consider and vote upon a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Organizational Documents Proposals, the Nasdaq Proposal and the 2020 Plan Proposal.

For more information, see the sections entitled “Proposal No. 2 — Organizational Documents Proposal A,” “Proposal No. 3 — Organizational Documents Proposal B,” “Proposal No. 4 — Organizational Documents Proposal C,” “Proposal No. 5 — Organizational Documents Proposal D,” “Proposal No. 6 — The Nasdaq Proposal,” “Proposal No. 7 — The 2020 Plan Proposal” and “Proposal No. 8 — The Adjournment Proposal.”

Date, Time and Place of Special Meeting

The special meeting will be held at              a.m., local time, on             , 2020, at             , or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the proposals.

Voting Power; Record Date

You will be entitled to vote or direct votes to be cast at the special meeting if you owned shares of CFAC Class A common stock or CFAC Class B common stock at the close of business on             , 2020, which is the record date for the special meeting. You are entitled to one vote for each share of CFAC Class A common stock or CFAC Class B common stock that you owned as of the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the record date, there were              shares of CFAC Class A common stock and CFAC Class B common stock outstanding in the aggregate, of which              are public shares and 7,064,603 are founder shares held by the Sponsor and CFAC’s independent directors.

Proxy Solicitation

Proxies may be solicited by mail. CFAC has engaged ___________________________ to assist in the solicitation of proxies. If a stockholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the special meeting. A stockholder may also change its vote by submitting a later-dated proxy as described in the section entitled “Special Meeting of CFAC Stockholders — Revoking Your Proxy.”

Quorum and Required Vote for Proposals for the Special Meeting

A quorum of CFAC stockholders is necessary to hold a valid meeting. A quorum will be present at the special meeting if a majority of CFAC Class A common stock and CFAC Class B common stock outstanding and entitled to vote at the special meeting is represented in person or by proxy. Abstentions will count as present for the purposes of establishing a quorum.

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The approval of the Nasdaq Proposal, the 2020 Plan Proposal and the Adjournment Proposal requires the affirmative vote of holders of a majority of the shares of CFAC Class A common stock and CFAC Class B common stock represented in person or by proxy and entitled to vote thereon and actually cast at the special meeting, voting as a single class. Approval of the Business Combination Proposal and the Organizational Documents Proposals require the affirmative vote of the holders of a majority of the outstanding shares of CFAC Class A common stock and CFAC Class B common stock represented in person or by proxy and entitled to vote thereon at the special meeting, voting as a single class. Accordingly, if a valid quorum is otherwise established, a stockholder’s failure to vote by proxy or to vote in person at the special meeting will have no effect on the outcome of any vote on the Nasdaq Proposal, the 2020 Plan Proposal or the Adjournment Proposal, but will have the same effect as a vote AGAINST the Business Combination Proposal and the Organizational Documents Proposals.

Recommendation to CFAC Stockholders

CFAC’s board of directors believes that each of the Business Combination Proposal, Organizational Documents Proposal A, Organizational Documents Proposal B, Organizational Documents Proposal C, Organizational Documents Proposal D, the Nasdaq Proposal, the 2020 Plan Proposal and the Adjournment Proposal is in the best interests of CFAC and its stockholders and recommends that its stockholders vote “FOR” each of the Proposals to be presented at the special meeting.

When you consider the recommendation of the board of directors in favor of approval of the Proposals, you should keep in mind that the Sponsor, members of the board of directors and officers have interests in the business combination that are different from or in addition to (and which may conflict with) your interests as a stockholder. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination.”

Emerging Growth Company

Each of CFAC and GCM PubCo is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and they may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in their periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of 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 Securities Act registration statement 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. Each of CFAC and GCM PubCo has 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, CFAC and GCM PubCo, as emerging growth companies, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of CFAC’s and GCM PubCo’s financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.

GCM PubCo will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of the IPO, (b) in which GCM PubCo has total annual gross revenue of at least $1.07 billion or (c) in which GCM PubCo is deemed to be a large accelerated filer, which means the market value of GCM PubCo’s common equity that is held by non-affiliates exceeds $700 million as of the prior June 30th; and (2) the date on which GCM PubCo has issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

Risk Factors

In evaluating the proposals set forth in this proxy statement/prospectus, you should carefully read this proxy statement/prospectus, including the annexes, and especially consider the factors discussed in the section entitled “Risk Factors.”

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SELECTED HISTORICAL FINANCIAL INFORMATION OF CFAC

The following table sets forth selected historical financial information derived from CFAC’s audited financial statements included elsewhere herein as of December 31, 2019 and 2018 and for the years ended December 31, 2019 and 2018, and from CFAC’s unaudited interim financial statements included elsewhere herein as of June 30, 2020 and for the six months ended June 30, 2020 and 2019. You should read the following selected financial data in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations of CFAC” and the financial statements and the related notes appearing elsewhere in this proxy statement/prospectus.

Statement of Operations Data:

 

Six Months Ended
June 30,

 

Year Ended
December 31,

   

2020

 

2019

 

2019

 

2018

Total interest income

 

$

708,215

 

 

$

3,325,280

 

 

$

6,128,179

 

 

$

223,009

 

Total expenses

 

 

(742,751

)

 

 

(1,326,662

)

 

 

(1,844,546

)

 

 

(25,762

)

Net income (loss)

 

$

(34,536

)

 

$

1,998,618

 

 

$

4,283,633

 

 

$

197,247

 

Weighted average shares outstanding of Class A public shares

 

 

28,209,482

 

 

 

28,140,438

 

 

 

28,200,233

 

 

 

25,166,667

 

Basic and diluted net income (loss) per share, Class A public shares

 

$

0.02

 

 

$

0.08

 

 

$

0.17

 

 

$

0.01

 

Weighted average shares outstanding of Class A private placement

 

 

600,000

 

 

 

600,000

 

 

 

600,000

 

 

 

600,000

 

Basic and diluted net income (loss) per share, Class A private placement

 

$

(0.07

)

 

$

(0.03

)

 

$

(0.06

)

 

$

(—

)

Weighted average shares outstanding of Class B common stock

 

 

7,064,603

 

 

 

7,035,109

 

 

 

7,050,058

 

 

 

6,251,712

 

Basic and diluted net income (loss) per share, Class B common stock

 

$

(0.07

)

 

$

(0.03

)

 

$

(0.06

)

 

$

(—

)

Balance Sheet Data:

 

As of
June 30,
2020

 

As of
December 31,

   

2019

 

2018

Cash

 

$

2,001,387

 

$

14,304

 

$

560,027

Cash and investments held in Trust Account

 

$

286,565,390

 

$

291,761,159

 

$

277,973,009

Total assets

 

$

288,605,277

 

$

291,775,463

 

$

278,533,036

Total liabilities

 

$

7,213,620

 

$

4,252,833

 

$

2,878,169

Common stock subject to possible redemption

 

$

276,391,655

 

$

282,522,624

 

$

270,654,861

Total stockholders’ equity

 

$

5,000,002

 

$

5,000,006

 

$

5,000,006

 

Six Months Ended
June 30,

 

Year Ended
December 31,

   

2020

 

2019

 

2019

 

2018

Cash Flow Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash (used in) provided by operating activities

 

$

(739,795

)

 

$

(168,178

)

 

$

(482,753

)

 

$

38,360

 

Net cash used in investing activities

 

$

5,903,984

 

 

$

(7,659,971

)

 

$

(7,659,971

)

 

$

(277,750,000

)

Net cash (used in) provided by financing activities

 

$

(3,177,106

)

 

$

7,559,969

 

 

$

7,597,001

 

 

$

278,225,777

 

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SELECTED HISTORICAL AND PRO FORMA FINANCIAL INFORMATION OF GCM GROSVENOR

The following table sets forth selected financial information on a historical basis. The selected historical income statement data of GCM Grosvenor for each of the years ended December 31, 2019, 2018 and 2017 and the selected historical balance sheet as of December 31, 2019 and 2018 have been derived from the audited financial statements of GCM Grosvenor included elsewhere in this proxy statement/prospectus. The selected combined income statement data for the six months ended June 30, 2020 and 2019 and the selected combined balance sheet data as of June 30, 2020 have been derived from the unaudited condensed financial statements of GCM Grosvenor included elsewhere in this proxy statement/prospectus. The unaudited combined financial data for the six months ended June 30, 2020 and 2019 and as of June 30, 2020 include all adjustments, consisting of normal recurring accruals, that are necessary in the opinion of GCM Grosvenor’s management for a fair presentation of the financial position and results of operations for these periods. The historical results are not necessarily indicative of the results to be expected in the future, and the operating results for the six months ended June 30, 2020 are not necessarily indicative of the results that may be expected for the entire year ending December 31, 2020. The information below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations of GCM Grosvenor” and the historical financial statements and related notes included elsewhere in this proxy statement/prospectus.

 

Six Months Ended
June 30,

 

Year Ended
December 31,

Statement of Income Data (in thousands)

 

2020

 

2019

 

2019

 

2018

 

2017

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Management fees

 

$

152,837

 

 

$

160,871

 

 

$

324,716

 

 

$

315,598

 

 

$

312,006

 

Incentive fees

 

 

16,274

 

 

 

32,477

 

 

 

84,165

 

 

 

57,059

 

 

 

59,557

 

Other operating income