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Share Name | Share Symbol | Market | Type |
---|---|---|---|
CF Finance Acquisition Corporation | NASDAQ:CFFA | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 10.55 | 9.66 | 10.90 | 0 | 01:00:00 |
NEW YORK, Oct. 23, 2020 /PRNewswire/ -- CF Finance Acquisition Corp. ("CFAC" or the "Company") (NASDAQ: CFFA) announced today that GCM Grosvenor, a global alternative asset management firm with which CFAC has entered into an agreement in connection with its initial business combination, raised the range of its 2020 Adjusted EBITDA guidance (previously $100.4 million) by 16 - 18% up to $116-$118 million, and raised the range of its 2020 Adjusted pre-tax net income guidance (previously $77.5 million) by 16 - 19% up to $90 -$92 million.
In addition, GCM Grosvenor's Fee-Paying Assets Under Management ("FPAUM") increased
approximately 1% from the prior quarter to approximately $49.9 billion and Contracted Not Yet FPAUM of GCM Grosvenor increased approximately 19% from the prior quarter to $6.6 billion. Continued positive investment performance resulted in approximately $14.9 million of unrealized, accrued annual performance fees for GCM Grosvenor as of September 30, 2020 that are eligible to be realized in 2020.
CFAC also updated GCM Grosvenor's previously announced forecast in accordance with the following revised schedule and also provided guidance that it expects Adjusted Fee-Related Earnings for 2020 to be $89 - 91 million.
Previously | Revised 2020 | |
Fee-paying AUM | $51.1 billion | $50 - 52 billion |
Management fees1 | $302.9 million | $300 - 303 million |
Net incentive fees attributable to GCM Grosvenor | $12.5 million | $23 - 25 million |
Net fees attributable to GCM Grosvenor2 | $321.0 million | $330 - 333 million |
Adjusted EBITDA | $100.4 million | $116 - 118 million |
Adjusted pre-tax net income | $77.5 million | $90 - 92 million |
Adjusted net income3 | $76.9 million | $88 - 90 million |
1. | Excludes fund reimbursement revenue |
2. | Excludes revenue related to Mosaic non-controlling interest ("NCI") |
3. | Adjusted net income is not pro forma for the proposed business combination between GCM Grosvenor and CFAC |
In addition, CFAC announced that a special meeting of its stockholders will occur on November 3, 2020 to approve the proposed business combination between CFAC and GCM Grosvenor. The announcement follows the Securities and Exchange Commission's declaration of effectiveness of GCM Grosvenor's registration statement. In addition to approval by the stockholders of CFAC, consummation of the business combination remains subject to customary closing conditions, including approval by applicable foreign regulatory authorities. Upon completion of the business combination, GCM Grosvenor will be listed on the NASDAQ exchange under the ticker "GCMG."
CFAC also announced the members of GCM Grosvenor's Board of Directors, who will assume their positions with GCM Grosvenor upon completion of the business combination. The members of GCM Grosvenor's newly constituted Board of Directors will include Angela Blanton, Dr. Francesca Cornelli, Stephen Malkin, Blythe Masters and Samuel Scott III. These individuals will join Michael Sacks, Chairman and CEO of GCM Grosvenor, and Jon Levin, GCM Grosvenor's President, on the post-transaction Board.
"We believe that good governance is critically important to our ability to drive value for our clients and shareholders," said Mr. Sacks. "I am excited about the range of experience and expertise that these individuals will bring to our Board as they help guide the continued evolution of our organization."
About CF Finance Acquisition Corp.
CF Finance Acquisition Corp. is a public investment vehicle formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. CFAC is led by its Chairman and Chief Executive Officer, Howard W. Lutnick, who is also the Chairman and Chief Executive Officer of Cantor Fitzgerald. CFAC's securities are traded on the Nasdaq Capital Market under the ticker symbols CFFA, CFFAW and CFFAU.
About GCM Grosvenor
GCM Grosvenor is a global alternative asset management solutions provider across private equity, infrastructure, real estate, credit, and absolute return investment strategies. The firm is in its 50th year of operation and is dedicated to delivering value for clients in the growing alternative investment asset classes.
GCM Grosvenor's experienced team of 485 professionals serves a global client base of institutional and high net worth investors. The firm is headquartered in Chicago, with offices in New York, Los Angeles, London, Tokyo, Hong Kong, and Seoul.
Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of the federal securities laws, including with respect to the proposed transaction between GCM Grosvenor and CFAC, the anticipated timing of such transaction and GCM Grosvenor's outlook for 2020. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would" and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release including but not limited to: (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of CFAC's securities, (ii) the risk that the transaction may not be completed by CFAC's business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by CFAC, (iii) the failure to satisfy the conditions to the consummation of the transaction, including the approval by the stockholders of CFAC, the satisfaction of the minimum trust account amount following redemptions by CFAC's public stockholders and the receipt of certain governmental and regulatory approvals, (iv) the occurrence of any event, change or other circumstance that could give rise to the termination of the transaction, (v) the ability to implement business plans, forecasts, and other expectations after the completion of the transaction, and identify and realize additional opportunities, (vi) the impact of the ongoing COVID-19 pandemic and (vii) the risk of downturns in the highly competitive asset management industry. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the "Risk Factors" section of the joint prospectus/proxy statement included in the registration statement on Form S-4 discussed below and other documents filed by CFAC and GCM Grosvenor Inc. from time to time with the U.S. Securities and Exchange Commission (the "SEC"). These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and GCM Grosvenor and CFAC assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither GCM Grosvenor nor CFAC gives any assurance that GCM Grosvenor will achieve its expectations.
Use of Projections
This press release contains reference to financial forecasts with respect to GCM Grosvenor's projected financial results. The assumptions and estimates underlying the prospective financial information are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. Accordingly, there can be no assurance that the prospective results are indicative of the future performance of GCM Grosvenor or that actual results will not differ materially from those presented in the prospective financial information. Reference to the prospective financial information in this press release should not be regarded as a representation by any person that the results contained in the prospective financial information will be achieved.
Additional Information and Where to Find It
This press release relates to a proposed transaction between GCM Grosvenor and CFAC. This press release does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. CFAC and GCM Grosvenor Inc. have filed a registration statement on Form S-4 that has been declared effective by the Securities and Exchange Commission and includes a joint proxy statement/prospectus. The proxy statement/prospectus has been sent to all CFAC stockholders as of October 8, 2020. CFAC and GCM Grosvenor Inc. also will file other documents regarding the proposed transaction with the SEC. Before making any voting decision, investors and security holders of CFAC are urged to read the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because they will contain important information about the proposed transaction.
Investors and security holders will be able to obtain free copies of the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by CFAC through the website maintained by the SEC at www.sec.gov.
Participants in Solicitation
CFAC and GCM Grosvenor Inc. and their respective directors and officers may be deemed to be participants in the solicitation of proxies from CFAC's stockholders in connection with the proposed transaction between CFAC and GCM Grosvenor. Information about CFAC's directors and executive officers and their ownership of CFAC's securities is set forth in the Form S-4 registration statement filed by GCM Grosvenor that includes a joint proxy statement/prospectus. Additional information regarding the interests of those persons and other persons who may be deemed participants in the proposed transaction may be obtained by reading the proxy statement/prospectus regarding the proposed transaction. You may obtain free copies of these documents as described in the preceding paragraph.
Use of Non-GAAP Financial Measures
This presentation includes projections of net incentive fees attributable to GCM Grosvenor, net fees attributable to GCM Grosvenor, adjusted pre-tax income, adjusted net income and adjusted EBITDA, non-GAAP financial measures. These non-GAAP measures are in addition to , and not a substitute for or superior to, measures of financial performance prepared in accordance with GAAP, and should not be considered as an alternative to revenue, net income, operating income or any other performance measures derived in accordance with GAAP.
Net incentive fees attributable to GCM Grosvenor represent incentive fees excluding (a) carried interest attributable to employees and former employees and (b) carried interest attributable to non-controlling interest holders. Net fees attributable to GCM Grosvenor represent total operating revenues excluding (a) reimbursement of expenses paid on behalf of GCM Grosvenor's funds and affiliates, (b) carried interest attributable to employees and former employees and (c) carried interest attributable to non-controlling interest holders. Adjusted pre-tax net income represents net income attributable to GCM Grosvenor excluding (a) income taxes and (b) certain significant items that we believe are not indicative of our core performance. Adjusted net income represents adjusted pre-tax income minus income taxes. Adjusted EBITDA represents adjusted net income excluding (a) income taxes, (b) depreciation expense and (c) interest expense on our outstanding debt. Adjusted fee-related earnings represents adjusted EBITDA further adjusted to exclude incentive fees and related compensation in addition to other non-operating income, and includes depreciation expense.
GCM Grosvenor believes that these non-GAAP measures of financial results provide useful supplemental information to investors about GCM Grosvenor. GCM Grosvenor's management uses these non-GAAP measures to evaluate GCM's projected financial and operating performance. However, there are a number of limitations related to the use of these non-GAAP measures and their nearest GAAP equivalents. For example other companies may calculate non-GAAP measures differently, or may use other measures to calculate their financial performance, and therefore GCM Grosvenor's non-GAAP measures may not be directly comparable to similarly titled measures of other companies.
Due to the high variability and difficulty in making accurate forecasts and projections of some of the information excluded from these projected measures, together with some of the excluded information not being ascertainable or accessible, GCM Grosvenor is unable to quantify certain amounts that would be required to be included in the most directly comparable GAAP financial measures without unreasonable effort. Consequently, no disclosure of estimated comparable GAAP measures is included and no reconciliation of the forward looking non GAAP financial measures is included.
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SOURCE CF Finance Acquisition Corp.
Copyright 2020 PR Newswire
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