GCM Grosvenor Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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Item 1.01 Entry Into a Material Definitive Agreement.
On April 14, 2025, GCM Grosvenor Inc. (the “Company”) entered into a share purchase agreement (the “Purchase Agreement”) for the issuance and sale in a registered direct offering of 3,752,965 shares (the “Shares”) of the Company’s Class A common stock, par value $0.0001 per share (the “Class A common stock”), to Sumitomo Mitsui Trust Bank, Limited (“SuMi”) at an offering price of $13.322799 per share, which represents the 10-day volume-weighted average price of our Class A common stock ending March 31, 2025, for gross proceeds of approximately $50.0 million.
The Purchase Agreement contains customary representations and warranties by the Company. Additionally, SuMi has agreed that, subject to limited exceptions as agreed by the Company and SuMi, it will not, directly or indirectly, without the Company’s prior approval, sell, transfer or otherwise dispose of any shares of Class A common stock, or any securities convertible into or exercisable or exchangeable for Class A common stock for 270 days from the closing date. The closing of the sale of the Shares pursuant to the Purchase Agreement is expected to occur on or around April 22, 2025.
The Company estimates that the net proceeds from the offering will be approximately $49.8 million, after deducting estimated offering expenses payable by the Company. The Company currently expects to use the net proceeds from the offering for general corporate purposes, including financing investments.
The offering is being made pursuant to the Company’s shelf registration statement on Form S-3, as amended, which was initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 27, 2022, and was declared effective by the SEC on July 29, 2022 (File No. 333-265278), and a prospectus supplement and accompanying prospectus filed with the SEC.
The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.
A copy of the opinion of Latham & Watkins LLP relating to the validity of the Shares is filed as Exhibit 5.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 5.1 | Opinion of Latham & Watkins LLP | |
| 10.1 | Share Purchase Agreement, dated April 14, 2025, between GCM Grosvenor Inc. and Sumitomo Mitsui Trust Bank, Limited | |
| 23.1 | Consent of Latham & Watkins LLP (included in Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GCM Grosvenor Inc. | ||
| Date: April 15, 2025 | By: | /s/ Michael J. Sacks |
| Name: | Michael J. Sacks | |
| Title: | Chief Executive Officer | |
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