United States securities and exchange commission logo
October 8, 2020
Michael J. Sacks
Chief Executive Officer
GCM Grosvenor Inc.
900 North Michigan Avenue
Suite 1100
Chicago, IL 60611
Re: GCM Grosvenor Inc.
Amendment No. 2 to
Registration Statement on Form S-4
Filed October 5,
2020
Response dated
October 5, 2020
File No. 333-242297
Dear Mr. Sacks:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
September 30, 2020 letter.
Response Dated October 5, 2020
General
1. Please make the
following revisions or advise. Add GCM Investments GP LLC to the
Organizational Chart on
page 16. Add the unaffiliated third party investor with an interest
in Mosaic to the
Organizational Chart. Show in that chart or notes thereto why Lakeshore
Investments GP, LLC is
a related party, as noted on page F-48, including any voting and
economic interest held
in or by the entities shown on this page.
Michael J. Sacks
FirstName LastNameMichael J. Sacks
GCM Grosvenor Inc.
Comapany
October NameGCM Grosvenor Inc.
8, 2020
October
Page 2 8, 2020 Page 2
FirstName LastName
Amendment No. 2 to Registration Statement on Form S-4
General
2. Please be advised that the Division of Investment Management continues
to review the
matter addressed in comment 13 of our letter dated September 3, 2020.
All comments,
including those issued by the Division of Investment Management, must
be resolved prior
to effectiveness.
Summary Term Sheet, page xii
3. We note your response to our prior comment 1 and reissue in part.
Please revise to
additionally disclose the dollar amount of the aggregate value that
the GCMH
Equityholders will receive pursuant to the Transactions, including
both cash and noncash.
What happens if a substantial number of public stockholders vote in factor of
the Business
Combination Proposal, page xix
4. We note your response to comment 2 on page xix that 13,874,445 shares
of CFAC Class
A common stock may be redeemed "[b]ased on the Trust Account figures
as of June 30,
2020" For clarity, please disclose here the maximum number of public
shares that may be
redeemed such that CFAC is able to satisfy the Minimum Available CFAC
Cash Amount
without requiring the GCMH Equityholders and affiliates either to
raise the Additional
Holder Equity Amount or to waive the requirement based upon the Trust
Account figures
as of September 15, 2020. In this regard, we note your disclosure that
in September
2020 stockholders holding 6,592,942 shares of CFAC Class A common
stock exercised
their redemption rights, reducing the amount in the Trust Account by
$68.4 million.
Questions and Answers About the Proposals For CFAC Stockholders, page xxiv
5. We note your response to our prior comment 3 and reissue in part.
Additionally state the
percentage economic and voting interest in the limited partnership
represented by the
7.3% limited partnership interest that H&F is selling. State here the
aggregate value of
consideration that holders of CFAC common stock will receive for their
shares pursuant to
the Transactions. State the percentage voting and economic interest,
direct and indirect, in
GCMH that the CFAC public stockholders will receive in return.
Certain Relationships and Related Person Transactions
GCM Grosvenor, page 258
6. Please file the related person agreements with Mr. Malkin disclosed in
this section as
exhibits to your registration statement or tell us why you believe
this is not necessary.
Michael J. Sacks
FirstName LastNameMichael J. Sacks
GCM Grosvenor Inc.
Comapany
October NameGCM Grosvenor Inc.
8, 2020
October
Page 3 8, 2020 Page 3
FirstName LastName
You may contact Michael Volley at 202-551-3437 or John Nolan, Senior
Advisor, at
202-551-3492 if you have questions regarding comments on the financial
statements and related
matters. Please contact Sonia Bednarowski at 202-551-3666 or John Dana Brown at
202-551-
3859 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of Finance