Item 1.01 Entry Into A Material Definitive Agreement.
Transaction Agreement
On
Pursuant to the Transaction Agreement, subject to the terms and conditions set
forth therein, at the Effective Time, CFFA will be merged with and into GCM
PubCo (the "Merger" and together with the other transactions contemplated by the
Transaction Agreement, the "Transactions"), with GCM PubCo surviving the Merger.
As a result of the Transactions, as further described below, it is expected that
GCM PubCo, as the surviving corporation in the Merger, will hold approximately
21.4% of the outstanding equity interests of
Capitalized terms used in this Current Report but not otherwise defined herein have the meanings given to them in the Transaction Agreement.
Representations, Warranties and Covenants
The Transaction Agreement contains customary representations and warranties of the parties, which shall not survive the Closing.
The Transaction Agreement also contains pre-closing covenants of the parties, including obligations of the parties to use reasonable efforts to operate their respective businesses in the ordinary course consistent with past practice, and to refrain from taking certain specified actions without the prior written consent of the other applicable parties, in each case, subject to certain exceptions and qualifications. Additionally, the parties have agreed not to solicit, negotiate or enter into competing transactions, as further provided in the Transaction Agreement.
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Conditions to the Parties' Obligations to Consummate the Merger
Under the Transaction Agreement, the obligations of the parties to consummate
(or cause to be consummated) the Transactions are subject to a number of
customary conditions for special purpose acquisition companies, including, among
others, the following: (i) the approval of the Merger and the other stockholder
proposals required to approve the Transactions by CFFA's stockholders, (ii) all
specified approvals or consents and all waiting or other periods have been
obtained or have expired or been terminated, as applicable, and (iii) CFFA
having a minimum of
The obligations of CFFA and IntermediateCo to consummate (or cause to be consummated) the Transactions are also subject to, among other things (i) the representations and warranties of the Grosvenor Companies being true and correct, subject to the materiality standards contained in the Transaction Agreement, and (ii) material compliance by the Grosvenor Companies and the Grosvenor Holders with their pre-closing covenants, subject to the materiality standards contained in the Transaction Agreement.
In addition, the obligations of the Grosvenor Companies and the Grosvenor
Holders to consummate (and cause to be consummated) the Transactions are also
subject to, among other things (i) the representations and warranties of CFFA
and IntermediateCo being true and correct, subject to the materiality standards
contained in the Transaction Agreement, (ii) material compliance by CFFA and
IntermediateCo with their pre-closing covenants, subject to the materiality
standards contained in the Transaction Agreement, and (iii) Available Acquiror
Cash in CFFA's trust account being no less than (A)
Termination Rights
The Transaction Agreement contains certain termination rights, including, among
others, the following: (i) if the Closing has not occurred on or before an end
date set as
None of the parties to the Transaction Agreement are required to pay a termination fee or reimburse any other party for its expenses as a result of a termination of the Transaction Agreement.
The Transaction Agreement is filed as Exhibit 2.1 to this Current Report and the foregoing description thereof is qualified in its entirety by reference to the full text of the Transaction Agreement. The Transaction Agreement provides investors with information regarding its terms and is not intended to provide any other factual information about the parties. In particular, the assertions embodied in the representations and warranties contained in the Transaction Agreement were made as of the execution date of the Transaction Agreement only and are qualified by information in confidential disclosure schedules provided by the parties to each other in connection with the signing of the Transaction Agreement. These disclosure schedules contain information that modifies, qualifies, and creates exceptions to the representations and warranties set forth in the Transaction Agreement. Moreover, certain representations and warranties in the Transaction Agreement may have been used for the purpose of allocating risk between the parties rather than establishing matters of fact. Accordingly, you should not rely on the representations and warranties in the Transaction Agreement as characterizations of the actual statements of fact about the parties. . . .
Item 3.02 Unregistered Sales of
The disclosure set forth above under the headings "Additional Transactions,"
"Amendment No. 1 to Forward Purchase Contract" and "Subscription Agreements" in
Item 1.01 of this Current Report are incorporated by reference into this Item
3.02. The shares of GCM PubCo Class A common stock to be issued to the Sponsor
and the
Item 7.01 Regulation FD Disclosure.
On
Attached as Exhibit 99.2 and incorporated by reference herein is the investor presentation that will be used with respect to the transactions contemplated by the Transaction Agreement.
The information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of CFFA under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report will not be deemed an admission as to the materiality of any of the information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2.
4 Forward-Looking Statements
This document contains certain forward-looking statements within the meaning of
the federal securities laws with respect to the proposed Transactions between
Additional Information and Where to Find It
This document does not constitute an offer to sell or exchange, or the
solicitation of an offer to buy or exchange, any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer, sale or exchange
would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. CFFA and GCM PubCo intends to file a registration
statement on Form S-4 that includes a joint proxy statement/prospectus. The
proxy statement/prospectus will be sent to all CFFA stockholders. CFFA and GCM
PubCo also will file other documents regarding the proposed Transactions with
the
Investors and security holders will be able to obtain free copies of the proxy
statement/prospectus and all other relevant documents filed or that will be
filed with the
Participants in Solicitation
CFFA and GCM PubCo and their respective directors and officers may be deemed to
be participants in the solicitation of proxies from CFFA's stockholders in
connection with the proposed Transactions. Information about CFFA's directors
and executive officers and their ownership of CFFA's securities is set forth in
CFFA's filings with the
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Item 9.01 Financial Statements and Exhibits.
(d) List of Exhibits. Exhibit No. Description 2.1* Transaction Agreement, datedAugust 2, 2020 . 10.1 Amendment No. 1 to Forward Purchase Contract, datedAugust 2, 2020 . 10.2 Sponsor Support Agreement, datedAugust 2, 2020 . 10.3 Form of Subscription Agreement. 99.1^ Joint Press Release, dated as ofAugust 3, 2020 . 99.2^ Investor Presentation.
* The schedules to this Exhibit have been omitted in accordance with Regulation
S-K Item 601(b)(2). CFFA agrees to furnish supplementally a copy of any
omitted schedule to the
^ Furnished with the Original Current Report.
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