Grosvenor Capital Management L.P. executed a term sheet to acquire CF Finance Acquisition Corp. (NasdaqCM:CFFA) from Hudson Bay Capital Management LP, MM Asset Management Inc, Glazer Capital, LLC, Adage Capital Management, L.P. and AQR Capital Management, LLC in a reverse merger transaction on July 1, 2020. Grosvenor Capital Management L.P. entered into a definitive agreement to acquire CF Finance Acquisition Corp. (NasdaqCM:CFFA) in a reverse merger transaction on August 2, 2020. Under the terms of the transaction, the management and shareholders of Grosvenor Capital Management will own 73.9% stake in combined company. Current CF Finance Acquisition's stockholders, including Cantor Fitzgerald, and additional institutional investors will own the remaining 26.1% outstanding shares of the combined company. As per an update dated November 6, 2020, upon the completion of the transaction, GCM Grosvenor management will own in excess of 78% of the equity interests of the post-transaction company. Entities affiliated with Hellman & Friedman, a minority investor in Grosvenor Capital Management, will sell their equity interest in connection with the completion of the transaction. In connection with the transaction, CF Finance Acquisition's sponsor will forfeit one-third of their class B shares. CF Finance Acquisition Corp. will be merged with and into Grosvenor Capital Management and GCM will be the surviving corporation. The combined company will operate as GCM Grosvenor Inc. and expects its Class A common stock to be listed on the NASDAQ stock exchange under the symbol "GCMG". There will be no change to Grosvenor Capital Management's investment and operational processes. None of the parties to the agreement is required to pay a termination fee or reimburse any other party for its expenses in case of termination of the agreement.

Post completion, there will be no change in Grosvenor Capital Management's team. The current management team of Grosvenor Capital Management includes Michael J. Sacks, Chairman & Chief Executive Officer; Paul Meister, Vice Chairman; Jonathan Levin, President; Sandra Hurse, Managing Director; Francis Idehen, Managing Director; Frederick Pollock, Managing Director; and Stacie Selinger, Managing Director. Grosvenor Capital Management's existing senior management team, led by Chairman and Chief Executive Officer, Michael J. Sacks, will continue to lead the combined company. Upon the closing, the Board of the combined company will be chaired by Michael J. Sacks and will include Jonathan Levin and five additional directors, at least three of whom will be independent. The Board of Directors will include Angela Blanton, Francesca Cornelli, Stephen Malkin, Blythe Masters and Samuel Scott III.

The transaction is subject to a number of customary conditions including approval of the shareholders of CF Finance Acquisition; receipt of certain governmental and regulatory approvals; all specified approvals or consents and all waiting or other periods have been obtained or have expired or been terminated, as applicable; and CF Finance Acquisition having a minimum of $5 million of net tangible assets upon the closing (after giving effect to any acquirer share redemptions); available acquirer Cash in CF Finance Acquisition's trust account shall be no less than (i) $3 million after taking into account the investments by the PIPE investors contemplated by the subscription agreements and the sponsor contemplated by the forward purchase agreement, as amended by amendment no. 1 to forward purchase contract, and (ii) $75 million without such investments, in each case, after giving effect to any acquirer share redemptions; class A common stock to be issued in connection with the transaction shall have been approved for listing on Nasdaq; the effectiveness of a registration statement to be filed with the SEC in connection with the transaction; completion of restructuring and other customary closing conditions. The special meeting of CF Finance and Grosvenor Capital shareholders to approve the transaction will be held on October 8, 2020 and November 3, 2020, respectively. The transaction has been unanimously approved by the Board of Directors of CF Finance Acquisition. As of August 7, 2020, the Board of CF Finance Acquisition recommended that stockholders vote in favor of the transaction. As of November 3, 2020, transaction has been approved by the shareholders of CF Finance at the shareholders meeting. As of November 6, 2020, transaction received all required approvals. The transaction is expected to close by the end of the year 2020. As of November 6, 2020, transaction is expected to close on November 17, 2020. The cash held in CFAC's trust account, together with the $195 million in PIPE proceeds and $30 million investment from Cantor Fitzgerald, will be used to pay cash consideration to GCM Grosvenor's current investors, including Hellman and Friedman, pay transaction expenses, reduce GCM Grosvenor's existing indebtedness, and fund GCM Grosvenor's future growth.

J.P. Morgan Securities LLC. served as exclusive financial advisor and Justin Hamill, Rachel Sheridan, Drew Capurro, Lisa Watts, Erin Murphy, Joel Trotter, Jenna Cooper, Stephen Wink, Nabil Sabki, Nicola Higgs, Simon Hawkins, Andrea Schwartzman, Joshua Tinkelman, Seniz Yakut, Anthony Klein, Amanda Reeves, Max Hauser, Peter Todaro, Tomas Nilsson, James Barrett, and Robert Buday of Latham & Watkins LLP served as legal adviors to Grosvenor Capital Management. Cantor Fitzgerald, L.P. acted as financial and capital markets advisor and The Klein Group llc acted as financial advisor to CF Finance Acquisition. Ken Lefkowitz, Gary J. Simon, Andy Braiterman, Philip Giordano, Freddie Goudie, Spencer Harrison, Alexandra Poe, Matthew Syrkin, Erin DeCecchis and Michael Traube of Hughes Hubbard & Reed LLP and Douglas S. Ellenoff, Joshua N. Englard, Stuart Neuhauser, Matt Gray and Ari Edelman of Ellenoff Grossman & Schole LLP served as legal advisors to CF Finance Acquisition. Mark Zimkind of Continental Stock Transfer & Trust Company, Inc. acted as transfer agent and Karen Smith of Advantage Proxy, Inc. acted as proxy solicitor to CF Finance Acquisition for a fee of $5,500. An aggregate amount of approximately $17.7 million in advisory fees and placement agent fees will be payable to Cantor Fitzgerald. The Klein Group, LLC will receive a $5 million fee for its services. Morrow Sodali LLC acted as proxy solicitor for CF Finance Acquisition for a fee of $25,000, plus disbursements.