GCM Grosvenor Inc
For the period ended Dec 31, 2023. Filed Mar 1, 2024.
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FY2023 · Filed Mar 1, 2024
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Item 15. Exhibits and Financial Statement Schedules
PART IV.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)(1) Financial Statements.
The financial statements required by this item are listed in Item 8, “Financial Statements and Supplementary Data”.
(a)(2) Financial Statement Schedules.
All financial statement schedules have been omitted because they are not applicable, not required or the information required is shown in the financial statements or the notes thereto.
(a)(3) Exhibits.
The following is a list of exhibits filed as part of this Annual Report on Form 10-K.
| Incorporated by Reference · Filed / Furnished Herewith | |||||
|---|---|---|---|---|---|
| ExhibitNumber | Exhibit Description | Form | File No. | Exhibit | Filing Date |
| 2.1† | Transaction Agreement, dated as of August 2, 2020, by and among CF Finance Acquisition Corp., CF Finance Intermediate Acquisition, LLC, CF Finance Holdings, LLC, Grosvenor Holdings, L.L.C., GCM Grosvenor Holdings, LLC, Grosvenor Capital Management Holdings, LLLP, GCM Grosvenor Management, LLC, Grosvenor Holdings II, L.L.C., GCMH GP, L.L.C., GCM V, LLC, and GCM Grosvenor Inc. | 8-K/A | 001-38759 | 2.1 | 08/04/20 |
| 3.1 | Amended and Restated Certificate of Incorporation of GCM Grosvenor Inc. | 8-K | 001-39716 | 3.1 | 11/20/20 |
| 3.2 | Amended and Restated Bylaws of GCM Grosvenor Inc. | 8-K | 001-39716 | 3.2 | 11/20/20 |
| 4.1 | Warrant Agreement, dated December 12, 2018, between Continental Stock Transfer & Trust Company and CF Finance Acquisition Corp. | 8-K | 001-38759 | 4.1 | 12/17/18 |
| 4.2 | Description of Securities | 10-K/A | 001-39716 | 4.2 | 05/10/21 |
| 10.1 | Stockholders’ Agreement | 8-K | 001-39716 | 10.1 | 11/20/20 |
| 10.2 | Addendum to Stockholders' Agreement, effective as of November 5, 2021 | 10-K | 001-39716 | 10.4 | 02/25/22 |
| 10.3 | Amended and Restated Registration Rights Agreement | 8-K | 001-39716 | 10.2 | 11/20/20 |
| 10.4 | Addendum to Amended and Restated Registration Rights Agreement, effective as of November 5, 2021 | 10-K | 001-39716 | 10.2 | 02/25/22 |
| 10.5 | Tax Receivable Agreement | 8-K | 001-39716 | 10.3 | 11/20/20 |
| 10.6 | Fifth Amended and Restated Limited Liability Limited Partnership Agreement of Grosvenor Capital Management Holdings, LLLP | 8-K | 001-39716 | 10.4 | 11/20/20 |
| 10.7† | Credit Agreement, dated as of January 2, 2014, among Grosvenor Capital Management Holdings, LLLP, as borrower, Grosvenor Holdings, L.L.C., Grosvenor Holdings II, L.L.C., GCMH GP, L.L.C., GCM, L.L.C., the several lenders from time to time parties thereto, Goldman Sachs Bank USA, as administrative agent, collateral agent and swingline lender, BMO Harris Bank N.A., as letter of credit issuer, and Bank of Montreal, Chicago Branch, as letter of credit issuer | S-4 | 333-242297 | 10.5 | 09/18/20 |
| Incorporated by Reference · Filed / Furnished Herewith | |||||
|---|---|---|---|---|---|
| ExhibitNumber | Exhibit Description | Form | File No. | Exhibit | Filing Date |
| 10.8† | Amendment No. 1, dated as of August 18, 2016, to the Credit Agreement, dated as of January 2, 2014, among Grosvenor Capital Management Holdings, LLLP, as borrower, Grosvenor Holdings, L.L.C., Grosvenor Holdings II, L.L.C., GCMH GP, L.L.C., GCM, L.L.C., the several lenders from time to time parties thereto, Goldman Sachs Bank USA, as administrative agent, collateral agent and swingline lender, BMO Harris Bank N.A., as letter of credit issuer, and Bank of Montreal, Chicago Branch, as letter of credit issuer | S-4 | 333-242297 | 10.6 | 09/18/20 |
| 10.9† | Amendment No. 2, dated as of April 19, 2017, to the Credit Agreement, dated as of January 2, 2014, among Grosvenor Capital Management Holdings, LLLP, as borrower, Grosvenor Holdings, L.L.C., Grosvenor Holdings II, L.L.C., GCMH GP, L.L.C., GCM, L.L.C., the several lenders from time to time parties thereto, Goldman Sachs Bank USA, as administrative agent, collateral agent and swingline lender, BMO Harris Bank N.A., as letter of credit issuer, and Bank of Montreal, Chicago Branch, as letter of credit issuer | S-4 | 333-242297 | 10.7 | 09/18/20 |
| 10.10† | Amendment No. 3, dated as of August 22, 2017, to the Credit Agreement, dated as of January 2, 2014, among Grosvenor Capital Management Holdings, LLLP, as borrower, Grosvenor Holdings, L.L.C., Grosvenor Holdings II, L.L.C., GCMH GP, L.L.C., GCM, L.L.C., the several lenders from time to time parties thereto, Goldman Sachs Bank USA, as administrative agent, collateral agent and swingline lender, BMO Harris Bank N.A., as letter of credit issuer, and Bank of Montreal, Chicago Branch, as letter of credit issuer | S-4 | 333-242297 | 10.8 | 09/18/20 |
| 10.11† | Amendment No. 4, dated as of March 29, 2018, to the Credit Agreement, dated as of January 2, 2014, among Grosvenor Capital Management Holdings, LLLP, as borrower, Grosvenor Holdings, L.L.C., Grosvenor Holdings II, L.L.C., GCMH GP, L.L.C., GCM, L.L.C., the several lenders from time to time parties thereto, Goldman Sachs Bank USA, as administrative agent, collateral agent and swingline lender, BMO Harris Bank N.A., as letter of credit issuer, and Bank of Montreal, Chicago Branch, as letter of credit issuer | S-4 | 333-242297 | 10.9 | 09/18/20 |
| 10.12† | Amendment No. 5, dated as of February 24, 2021, to the Credit Agreement, dated as of January 2, 2014, among Grosvenor Capital Management Holdings, LLLP, as borrower, Grosvenor Holdings, L.L.C., Grosvenor Holdings II, L.L.C., GCM Grosvenor Management, LLC, GCM Grosvenor Holdings, LLC, GCM, L.L.C., the several lenders from time to time parties thereto, Goldman Sachs Bank USA (the predecessor agent) and Morgan Stanley Senior Funding, Inc. (the successor agent), as administrative agent, collateral agent and swingline lender, BMO Harris Bank N.A., as letter of credit issuer, and Bank of Montreal, Chicago Branch, as letter of credit issuer | 10-K/A | 001-39716 | 10.10 | 05/10/21 |
| Incorporated by Reference · Filed / Furnished Herewith | |||||
|---|---|---|---|---|---|
| ExhibitNumber | Exhibit Description | Form | File No. | Exhibit | Filing Date |
| 10.13† | Amendment No. 6, dated as of June 23, 2021, to the Credit Agreement, dated as of January 2, 2014, among Grosvenor Capital Management Holdings, LLLP, as borrower, Grosvenor Holdings, L.L.C., Grosvenor Holdings II, L.L.C., GCM Grosvenor Management, LLC, GCM Grosvenor Holdings, LLC, GCM, L.L.C., the several lenders from time to time parties thereto, and Morgan Stanley Senior Funding, Inc., as administrative agent, collateral agent and swingline lender | 8-K | 001-39716 | 10.1 | 06/24/21 |
| 10.14† | Amendment No. 7, dated as of June 29, 2023, to the Credit Agreement, dated as of January 2, 2014, among Grosvenor Capital Management Holdings, LLLP, as borrower, Grosvenor Holdings, L.L.C., Grosvenor Holdings II, L.L.C., GCM Grosvenor Management, LLC, GCM Grosvenor Holdings, LLC, GCM, L.L.C., the several lenders from time to time parties thereto, and Morgan Stanley Senior Funding, Inc., as administrative agent | 10-Q | 001-39716 | 10.5 | 08/09/23 |
| 10.15# | Third Amended and Restated Employment Agreement, Dated August 2, 2020, by and Among Michael J. Sacks, Grosvenor Capital Management, L.P. and Grosvenor Capital Management Holdings, LLLP | S-4 | 333-242297 | 10.15 | 09/18/20 |
| 10.16# | Amended and Restated Employment and Non-Competition Agreement, Dated July 29, 2020, by and Between Grosvenor Capital Management, L.P. and Jonathan R. Levin | S-4 | 333-242297 | 10.16 | 09/18/20 |
| 10.17# | Employment and Protective Covenants Agreement, by and between Sandra Hurse and Grosvenor Capital Management, L.P | S-4 | 333-242297 | 10.17 | 10/05/20 |
| 10.18# | Amendment to Employment and Protective Covenants Agreement, by and between Sandra Hurse and Grosvenor Capital Management, L.P. | 10-K/A | 001-39716 | 10.18 | 05/10/21 |
| 10.19# | Amended and Restated Employment and Protective Covenants Agreement, by and Between Grosvenor Capital Management, L.P. and Frederick E. Pollock | S-4 | 333-242297 | 10.19 | 10/05/20 |
| 10.20# | Amendment to Employment and Protective Covenants Agreement, by and between Frederick E. Pollock and Grosvenor Capital Management, L.P. | 10-K/A | 001-39716 | 10.22 | 05/10/21 |
| 10.21# | Second Amendment to Amended and Restated Employment and Protective Covenants Agreement, by and between Frederick E. Pollock and Grosvenor Capital Management, L.P. | 10-K/A | 001-39716 | 10.23 | 05/10/21 |
| 10.22# | Second Amended and Restated Employment and Protective Covenants Agreement, by and Between Grosvenor Capital Management, L.P. and Frederick E. Pollock | 10-Q | 001-39716 | 10.1 | 05/10/23 |
| 10.23# | First Amended and Restated Employment and Protective Covenants Agreement, effective January 1, 2021, by and between Grosvenor Capital Management, L.P. and Pamela L. Bentley | 8-K | 001-39716 | 10.1 | 01/04/21 |
| 10.24 | Form of Subscription Agreement, by and between GCM Grosvenor Inc. and the undersigned subscriber party thereto | 10-Q | 001-39716 | 10.1 | 11/20/20 |
| 10.25 | Sponsor Support Agreement, dated as of August 2, 2020, by and among CF Finance Acquisition Corp., Grosvenor Capital Management Holdings, LLLP, Grosvenor Holdings, L.L.C. and CF Finance Holdings, LLC | 8-K/A | 001-38759 | 10.2 | 08/04/20 |
| Incorporated by Reference · Filed / Furnished Herewith | |||||
|---|---|---|---|---|---|
| ExhibitNumber | Exhibit Description | Form | File No. | Exhibit | Filing Date |
| 10.26 | Forward Purchase Contract, dated December 12, 2018, by and between CF Finance Acquisition Corp. and CF Finance Holdings LLC. | 8-K | 001-38759 | 10.4 | 12/17/18 |
| 10.27 | Amendment No. 1 to Forward Purchase Contract, dated August 2, 2020, by and between CF Finance Acquisition Corp. and CF Finance Holdings LLC | 8-K/A | 001-38759 | 10.1 | 08/4/20 |
| 10.28 | Form of Indemnification Agreement | 8-K | 001-39716 | 10.5 | 11/20/20 |
| 10.29# | GCM Grosvenor Deferred Compensation Plan | S-4 | 333-242297 | 10.20 | 09/18/20 |
| 10.30# | GCM Grosvenor 2018 Asset Pool Award Plan | S-4 | 333-242297 | 10.21 | 09/18/20 |
| 10.31# | GCM Grosvenor 2017 Asset Pool Award Plan | S-4 | 333-242297 | 10.22 | 09/18/20 |
| 10.32# | GCM Grosvenor Inc. 2020 Incentive Award Plan | S-8 | 333-251110 | 99.1 | 12/04/20 |
| 10.33# | Form of Employee Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Agreement pursuant to GCM Grosvenor Inc. 2020 Incentive Award Plan | 10-Q | 001-39716 | 10.1 | 05/10/22 |
| 10.34# | Form of Employee Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Agreement pursuant to GCM Grosvenor Inc. 2020 Incentive Award Plan (Settlement Options) | 10-Q | 001-39716 | 10.1 | 11/09/22 |
| 10.35# | Form of Non-Employee Director Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Agreement pursuant to GCM Grosvenor Inc. 2020 Incentive Award Plan | 10-Q | 001-39716 | 10.2 | 05/10/22 |
| 10.36# | GCM Grosvenor Inc. Amended and Restated Incentive Award Plan | 10-Q | 001-39716 | 10.1 | 08/09/23 |
| 10.37# | Form of Employee Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Agreement pursuant to GCM Grosvenor Inc. Amended and Restated Incentive Award Plan | 10-Q | 001-39716 | 10.2 | 08/09/23 |
| 10.38# | Form of Employee Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Agreement pursuant to GCM Grosvenor Inc. Amended and Restated Incentive Award Plan (Settlement Options) | 10-Q | 001-39716 | 10.3 | 08/09/23 |
| 10.39# | Form of Non-Employee Director Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Agreement pursuant to GCM Grosvenor Inc. Amended and Restated Incentive Award Plan | 10-Q | 001-39716 | 10.4 | 08/09/23 |
| 10.40# | Grosvenor Capital Management, L.P. OCF III Bonus Plan | S-4 | 333-242297 | 10.23 | 09/18/20 |
| 10.41# | Grosvenor Capital Management, L.P. OCF IV Bonus Plan | S-4 | 333-242297 | 10.24 | 09/18/20 |
| 10.42# | GCM Grosvenor Inc. Non-Employee Director Compensation Policy (effective as of January 1, 2023) | 10-K | 001-39716 | 10.41 | 02/23/23 |
| 10.43 | Office Lease, dated December 17, 2004, between LaSalle Bank National Association and Grosvenor Capital Management, L.P. | S-4 | 333-242297 | 10.37 | 10/09/20 |
| 10.44 | First Amendment to Office Lease, dated May 31, 2007 | S-4 | 333-242297 | 10.38 | 10/09/20 |
| 10.45 | Second Amendment to Office Lease, dated July 1, 2008 | S-4 | 333-242297 | 10.39 | 10/09/20 |
| 10.46 | Third Amendment to Office Lease, dated August 31, 2009 | S-4 | 333-242297 | 10.40 | 10/09/20 |
| 10.47 | Fourth Amendment to Office Lease, dated September 1, 2011 | S-4 | 333-242297 | 10.41 | 10/09/20 |
| 10.48 | Fifth Amendment to Office Lease, dated May 31, 2012 | S-4 | 333-242297 | 10.42 | 10/09/20 |
| 10.49 | Sixth Amendment to Office Lease, dated January 18, 2013 | S-4 | 333-242297 | 10.43 | 10/09/20 |
| Incorporated by Reference · Filed / Furnished Herewith | ||||||
|---|---|---|---|---|---|---|
| ExhibitNumber · Exhibit Description · Form · File No. · Exhibit · Filing Date | ||||||
| 10.50 | Seventh Amendment to Office Lease, dated November 30, 2017 | S-4 | 333-242297 | 10.44 | 10/09/20 | |
| 10.51 | Eighth Amendment to Office Lease, dated December 26, 2019 | S-4 | 333-242297 | 10.45 | 10/09/20 | |
| 10.52 | Ninth Amendment to Office Lease, dated May 16, 2023 | 10-Q | 001-39716 | 10.6 | 08/09/23 | |
| 21.1 | List of subsidiaries of GCM Grosvenor Inc. | * | ||||
| 23.1 | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm | * | ||||
| 31.1 | Chief Executive Officer Certifications pursuant to Section 302 of the Sarbanes Oxley Act of 2002 | * | ||||
| 31.2 | Chief Financial Officer Certifications pursuant to Section 302 of the Sarbanes Oxley Act of 2002 | * | ||||
| 32.1 | Chief Executive Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 | ** | ||||
| 32.2 | Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 | ** | ||||
| 97.1 | Policy for Recovery of Erroneously Awarded Compensation | * | ||||
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | * | ||||
| 101.SCH | XBRL Taxonomy Extension Schema Document | * | ||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | * | ||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | * | ||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | * | ||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | * | ||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | * | ||||
- Filed herewith.
** Furnished herewith.
† Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.