United States securities and exchange commission logo





                              September 3, 2020

       Michael J. Sacks
       Chief Executive Officer
       GCM Grosvenor Inc.
       900 North Michigan Avenue
       Suite 1100
       Chicago, IL 60611

                                                        Re: GCM Grosvenor Inc.
                                                            Registration
Statement on Form S-4
                                                            Filed August 7,
2020
                                                            File No. 333-242297

       Dear Mr. Sacks:

              We have reviewed your 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.

       Registration Statement on Form S-4

       General

   1.                                                   We note certain
entities are defined differently in the financial statements as compared to
                                                        the rest of the filing.
Please revise to use the same defined term for each entity throughout
                                                        the filing, including
financial statements.
       Cover Page

   2.                                                   Please revise your
prospectus cover page to state that GCM PubCo will qualify as a
                                                        controlled company and
clearly state the ownership percentage of GCM PubCo that will
                                                        be held by (i) CFAC's
public stockholders, (ii) the Sponsor and holders of founder shares,
                                                        (iii) GCM V and (iv)
the Pipe Investors. Also, disclose here or in the Questions and
 Michael J. Sacks
FirstName  LastNameMichael  J. Sacks
GCM Grosvenor    Inc.
Comapany 3,
September  NameGCM
              2020     Grosvenor Inc.
September
Page 2     3, 2020 Page 2
FirstName LastName
         Answers section whether the CFAC warrant holders are voting in
connection with the
         merger and the related transactions. In this regard, we note the Who
Can Answer Your
         Questions About Voting Your Shares or Warrants section on page 77.
Please revise the
         beginning of the Summary Term Sheet to provide a brief summary of the
results of the
         business combination, disclosing (i) the number of warrants in GCM
PubCo that will be
         held by CFAC's public warrant holders, the Sponsor, and existing
Grosvenor GCM
         security holders, (ii) the aggregate value and the per share and per
warrant consideration
         that the CFAC shareholders and warrant holders will receive, (iii) the
ratio of the
         exchange of CFAC shares and warrants for GCM PubCo shares and
warrants, and (iv) the
         aggregate value that the existing security holders of GCM Grosevenor
and its subsidiaries
         will receive pursuant to the merger and related transactions.
Questions and Answers About the Proposals for CFAC Stockholders, page xix

3.       Please add a question and answer in this section that addresses (i)
the minimum cash
         requirement of CFAC pursuant to the Transaction Agreement and how CFAC
intends to
         ensure that it has the required amount of minimum cash, (ii) the
effect that the minimum
         cash requirement has upon the maximum number of shares of CFAC Class A
common
         stock that may be redeemed and (iii) the effect that different levels
of redemptions
         will have on the percentage of GCM PubCo held by CFAC public
shareholders, GCM V,
         the Sponsor and holders of founder shares and the PIPE Investors. In
addition, please add
         a question and answer that explains the organization of GCM PubCo
following the merger
         and related transactions, including that GCM PubCo will have control
over all of the
         affairs and decision-making of GCMH LLP, as GCM PubCo is the sole
member of
         IntermediateCo, which is the sole general partner of GCMH LLL. Also
add a question
         and answer that summarizes the positive and negative factors that the
CFAC board of
         directors considered in connection with its decision to recommend
voting in favor of the
         merger and related transactions.
4.       Please add a question and answer describing the transaction with H&F,
including the
         number and type of securities, exercise price, and dollar amount of
the consideration.
Are the proposals conditioned on one another?, page xx

5.       Your disclosure on pages xx and 76 that the Closing is conditioned on
the approval of the
         Business Combination Proposal, the Organizational Documents Proposals,
the Nasdaq
         Proposal and the 2020 Plan Proposal appears to be inconsistent with
your disclosure on
         the prospectus cover page that the Closing is conditioned on the
approval of the Business
         Combination Proposal, the Organizational Documents Proposals and the
Nasdaq
         Proposal. Please revise for clarity and consistency. Similarly, your
disclosure on page 76
         that approval of the Business Combination Proposal and the
Organizational Documents
         Proposal requires the affirmative vote of the holders of a majority of
the outstanding
         shares of the CFAC Class A common stock and Class B common stock
appears to be
         inconsistent with your disclosure on the cover page that approval of
the Business
         Combination Proposal requires the affirmative vote of the holders of
the majority of the
 Michael J. Sacks
FirstName  LastNameMichael  J. Sacks
GCM Grosvenor    Inc.
Comapany 3,
September  NameGCM
              2020     Grosvenor Inc.
September
Page 3     3, 2020 Page 3
FirstName LastName
         outstanding shares of CFAC Class A common stock entitled to vote and
actually cast.
         Please revise for clarity and consistency. In addition, in the second
question on page xxii,
         please disclose that GCM V has the right to appoint all seven
directors on GCM PubCo's
         board of directors.
Summary of the Proxy Statement/Prospectus
Parties to the Business Combination
GCM Grosvenor
Our Company, page 1

6.       Please disclose why you include absolute return strategies AUM as of a
different date than
         other strategies.
7.       We note your disclosure on pages 1 and 165 that "[f]or the
twelve-month period ended
         March 31, 2020, your total management fees were $314 million, total
fees attributable to
         [you] were $350 million, [y]our net income was $19 million and [y]our
adjusted net
         income was $86 million." Please revise to state your fees and net
income for the most
         recently completed fiscal year and quarter, and revise throughout so
that your
         disclosure describes your company as of the most recently completed
fiscal year
         and quarter. For example, on pages 5, 168 and 177 you state that
"[f]or the twelve months
         ended March 31, 2020, approximately 90% of the total fees attributable
to you came from
         management fees."
Scalable and Predictable Business Model, page 5

8.       Please balance your disclosure regarding your "[h]ighly stable fee
base" to address
         the 22% decrease in total revenues for the three months ended March
31, 2020 compared
         to the three months ended March 31, 2019 due to the 86% reduction in
incentive fees and
         the 5% reduction in management fees. In addition, in the
Differentiated Capabilities
         section on page 5, please provide a brief definition of what you
consider to be "middle
         market and small and emerging" investment activities.
9.       We note your disclosure on page 5 that you have an "additional
approximately $5.4 billion
         of contracted capital that has not yet started charging fees but which
[you] expect will in
         the future, [bolster] [y]our potential FPAUM growth over the next
several years." Please
         disclose when you are expecting such capital commitments and the
ability of such capital
         to be withdrawn and any past experiences with withdrawals.
Risk Factors
A loss of significant third-party distribution relationships, page 29

10.      We note your disclosure that you have a limited number of distribution
relationships with
         financial services firms and that a loss of any of these could have a
material adverse effect
         on your business. Please disclose the portion of your business that is
sourced through
         third-party distribution channels. To the extent material, revise your
business section to
 Michael J. Sacks
FirstName  LastNameMichael  J. Sacks
GCM Grosvenor    Inc.
Comapany 3,
September  NameGCM
              2020     Grosvenor Inc.
September
Page 4     3, 2020 Page 4
FirstName LastName
         describe these relationships. Balance your disclosure in your
prospectus summary
         regarding your distribution channels on page 8 to address your current
dependence on a
         limited number of distribution relationships with financial services
firms.
Our international operations subject us to numerous risks, page 33

11.      Please expand this risk factor to address the specific risks related
to your operations in
         Hong Kong, including the June 30, 2020 Law of the People's Republic of
China on
         Safeguarding National Security in the Hong Kong Special Administrative
Region, if
         material.
The multi-class structure of GCM PubCo   s common stock, page 62

12.      Please provide a discussion here that walks through the calculation
that results in the Key
         Holders having approximately 75% of the combined voting power of GCM
PubCo's
         common stock. Also disclose the percentage of outstanding shares that
Key Holders must
         keep to continue to control the outcome of matters submitted to
shareholders for approval.
         Disclose the extent to which future issuances of Class C shares may be
dilutive to public
         shareholders.
If we were deemed an    investment company   , page 66

13.      We note disclosure on page 66 regarding the risk that you could be
deemed an investment
         company under the Investment Company Act of 1940. Please be advised
that the Division
         of Investment Management is currently reviewing the matter and may
have comments.
Special Meeting of CFAC Stockholders
Vote of Sponsor, Directors and Officers of CFAC, page 75

14.      Please disclose here the percentage of votes that the Sponsor,
Directors and Officers of
         CFAC will control. In addition, please disclose, if true, that a
shareholder holding both
         public shares and public warrants may redeem the public shares but
retain the public
         warrants, which if the merger closes, will become warrants in GCM
PubCo, and, disclose,
         in the General Description of the Transactions Agreement;
Consideration section on page
         80, the exchange ratio of GCM PubCo warrants that CFAC warrant holders
will receive
         upon the Effective Time of the Merger.
Proposal No. 1 The Business Combination Proposal
Related Agreements
GCM PubCo Amended and Restated Charter
Choice of Forum, page 95

15.      Your statements on pages 95, 230 and 263 regarding the exclusive forum
provision in
         GCM PubCo's Amended and Restated Charter and Section 15 of GCM PubCo's
Amended
         and Restated Charter appear to be inconsistent. Please revise for
consistency. As it
         appears that this exclusive forum provision applies to Securities Act
claims, please revise
 Michael J. Sacks
FirstName  LastNameMichael  J. Sacks
GCM Grosvenor    Inc.
Comapany 3,
September  NameGCM
              2020     Grosvenor Inc.
September
Page 5     3, 2020 Page 5
FirstName LastName
         throughout your prospectus to disclose that the GCM PubCo exclusive
forum provision
         provides that the federal district courts shall be the exclusive forum
for Securities Act
         claims and state that investors cannot waive compliance with the
federal securities laws
         and the rules and regulations thereunder. Similarly, we note that
CFAC's forum selection
         provision identifies the Court of Chancery of the State of Delaware as
the exclusive forum
         for certain litigation, including any    derivative action.    Please
disclose on page 263
         whether this provision applies to actions arising under the Securities
Act or the Exchange
         Act. In that regard, we note that Section 27 of the Exchange Act
creates exclusive federal
         jurisdiction over all suits brought to enforce any duty or liability
created by the Exchange
         Act or the rules and regulations thereunder, and Section 22 of the
Securities Act creates
         concurrent jurisdiction for federal and state courts over all suits
brought to enforce any
         duty or liability created by the Securities Act or the rules and
regulations thereunder. If
         the provision applies to Securities Act claims, please also revise
your prospectus to state
         that there is uncertainty as to whether a court would enforce such
provision and that
         investors cannot waive compliance with the federal securities laws and
the rules and
         regulations thereunder.
Background of the Business Combination, page 104

16.      We note your disclosure on page 105 that GCM Grosvenor and CFAC agreed
to a
         valuation of Grosvenor Companies of $1.5 billion. Please disclose
which party proposed
         the valuation and any negotiations in connection with such valuation.
In addition it
         appears that the transaction values GCM Grosvenor at $2.0B. Please
revise to discuss in
         this section the discussions regarding, and the reasons for, the
increase in valuation, or
         advise. Similarly, describe and discuss any negotiations related to
the specific ownership
         percentage of GCM PubCo by CFAC public shareholders. In this regard,
we note your
         disclosure on page 106 that "GCM Grosvenor indicated the necessary
elements to
         consummate a deal would include maintaining ownership for the
management team
         consistent with historical levels and structuring the transaction to
include a high-voting
         class governance structure with certain customary stockholder approval
rights, consistent
         with the many other alternative asset managers that operate as public
companies."
CFAC's Board of Directors' Reasons for the Approval of the Business
Combination, page 108

17.      On page 109, you state that one of the factors that the CFAC board
considered was GCM
         PubCo's business plan of raising approximately $7.5 billion in five
successor funds and
         two SPACs. Please discuss these plans in the Business of GCM Grosvenor
section. In
         addition, on page 111, you state that CFAC stockholders will hold a
minority position in
         GCMH LLLP following completion of the business combination. Please
clarify, if true,
         that GCM PubCo will indirectly hold hold 28.6% of GCMH LLLP and that
the CFAC
         stockholders will hold 14.1% of GCM PubCo. Also, please revise the
comparable
         company analysis on page 113 to provide quantitative information
regarding the
         comparison of trading and enterprise valuation multiples that the CFAC
board of directors
         considered in its analysis.
 Michael J. Sacks
FirstName  LastNameMichael  J. Sacks
GCM Grosvenor    Inc.
Comapany 3,
September  NameGCM
              2020     Grosvenor Inc.
September
Page 6     3, 2020 Page 6
FirstName LastName
Unaudited Pro Forma Condensed Consolidated Combined Financial Information Other
Events,
page 141

18.      Please tell us why you give effect to the Mosaic Transaction as if it
occurred on January 1,
         2019. Specifically tell us if and how the Mosaic Transaction is
directly related to the
         business combination and revise your disclosure as needed. If the
Mosaic Transaction is
         not directly related to the business combination, please tell us why
pro forma adjustments
         are appropriate.
Business of GCM Grosvenor, page 165

19.      We note the organization structure on page 16. Please include a more
detailed
         organization structure of GCM Grosvenor that provides relevant
information for investors
         noting the large number of entities referenced in the Description of
Business. Please
         include all subsidiaries referenced elsewhere in the filing including
the financial
         statements and detail the legal entity name, the defined name used and
its business
         purpose with appropriate detail.
Business of GCM Grosvenor
Our Competitive Strengths
Deep and Tenured Client Relationships, page 176

20.      Please clarify what you mean by your disclosure that your services are
often "embedded
         within [y]our clients' operations." In addition, we note that you
provided disclosure
         regarding your past performance on an inception to December 31, 2019
basis in your
         Extensive Relationships and Data Support Sourcing of Opportunity and
Performance
         Across Multiple Alternative Investment Strategies section. Please
disclose the annualized
         performance of each category highlighted in this section. Similarly,
we note your
         disclosure on page 178 that you have on-boarded 245 new clients since
2017. Please
         disclose how many, if any, clients you have lost since 2017 and
disclose the number of
         new clients obtained in your most recently completed fiscal year as
well as how many you
         have lost in your most recently completed fiscal year.
Management   s Discussion and Analysis of Financial Condition and Results of
Operations of
GCM Grosvenor     Results of Operations, page 201

21.      It appears that much of the information contained in the results of
operations in MD&A is
         merely a recitation of financial information in narrative form. Please
revise to reduce
         narrative information that is duplicative of the quantified financial
information provided in
         a tabular format. Please focus your discussion and analysis on the
underlying causes of
         the changes in each significant line item impacting your results of
operations and the key
         variables and other qualitative and quantitative factors which are
peculiar to and necessary
         for an understanding and evaluation of the company. Refer to
Instruction 3 to Item 303(b)
         of Regulation S-K and Section III.B of Securities Act Release No.
33-8350 for guidance.
 Michael J. Sacks
GCM Grosvenor Inc.
September 3, 2020
Page 7
Fee-paying AUM, page 206

22.      Please revise your FPAUM rollforwards to present market value changes
separate from
         other flows.
Executive Compensation
GCM Grosvenor
Director Compensation, page 250

23.      Please include the disclosure regarding the compensation of GCM
Grosvenor's directors
         pursuant to Item 402(r) of Regulation S-K, to the extent any such
compensation was paid
         in the last fiscal year.
Note 3. Mosaic Transaction, page F-47

24.      Please revise to clarify if Mosaic Feeder, L.P. is consolidated and
included in the
         Grosvenor Capital Management Holdings, LLLP and GCM, L.L.C. combined
financial
         statements.
25.      Please clarify what the Class A and Class B Interests in Mosaic
represent or tell us where
         this information is disclosed. For example, are the equity interests,
limited partnership
         interests, etc.
26.      It appears that the    Put Option    allows Mosaic Counterparty, an
unaffiliated third party, to
         require a GCM entity to acquire certain interests held by Mosaic
Feeder, which appears to
         be an unrelated entity to Mosaic Counterparty. Please tell us in
detail and revise to
         disclose the underlying economic rationale for the put option. Please
revise disclosure as
         needed.
27.      Please clarify which entity transferred the $125.4 million to the
Seller. On page F-48, you
         disclose that it was Mosiac, which is a consolidated entity, while on
page F-85, you
         disclose an unaffiliated third-party transferred the amount.
28.      As disclosed on page F-43, you recognized a $60.9 million increase in
Grosvenor
         Management Holdings, LLLP Partners Capital and a corresponding
decrease to
         Redeemable Noncontrolling Interest related to the Mosaic transaction.
Please provide us
         an analysis detailing the accounting for the Mosaic transaction.
Please identify the
         relevant accounting guidance you considered and the specific guidance
supporting your
         final accounting determinations.
Note 5. Investments,
FirstName             page F-49J. Sacks
           LastNameMichael
Comapany
29.        NameGCM
       Please           Grosvenor
              revise to discuss     Inc.
                                the relevance and importance regarding the fact
that most of the
       investments
September           are owned
           3, 2020 Page   7     by noncontrolling interest holders.
FirstName LastName
 Michael J. Sacks
FirstName  LastNameMichael  J. Sacks
GCM Grosvenor    Inc.
Comapany 3,
September  NameGCM
              2020     Grosvenor Inc.
September
Page 8     3, 2020 Page 8
FirstName LastName
Note 2. Summary of Significant Accounting Policies, Incentive Fees, Carried
Interest, page F-69

30.      Please explain to us how your new carried interest recognition policy
under ASC 606
         resulted in earlier recognition of revenue. Specifically provide an
example illustrating the
         key variables and the different determinations under the old and new
policies. Please
         clearly explain how the new policy and determinations are consistent
with the guidance in
         ASC 606-10-32-11.
Note 12. Interest Rate Derivatives, page F-81

31.      Please revise to disclose the information required in ASC 815-30-50
for all periods
         presented or tell us where this information is disclosed.
32.      Please revise your accounting policies to discuss in what line item
the settlements of
         interest rate derivatives are recognized in your income statement
(e.g. Interest Expense,
         Other Income (Expense), etc.)
33.      Please revise to discuss what the term    effective date    represents
and its relevance as used
         in your tables.
34.      Noting certain cash flow hedges are recognized in earnings versus
other comprehensive
         income, please more clearly discuss the information required by ASC
815-10-50-1A and
         50-1.c. Specifically tell us why the change in fair value of the
interest rate swap with a
         $75,000 notional amount and the interest rate collar designated as
cash flow hedges was
         recognized in Other Expense as compared to Other Comprehensive Income
during 2018
         and 2019.
Note 16. Related Parties, page F-83

35.      For each period presented, please revise to disclose the amount of
investments in GCM
         Funds by former and current employees and their families for which a
management fee
         and performance fee was not charged, estimate the amount of fees that
would have been
         charged had an external investor owned these investments and explain
why fees were not
         charged.
Exhibits and Financial Statement Schedules, page II-2

36.      Please file the the A&R LLLPA as an exhibit to your registration
statement. Also file it as
         an appendix to your prospectus. We note that it is listed as Exhibit G
to Annex A.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
 Michael J. Sacks
GCM Grosvenor Inc.
September 3, 2020
Page 9

       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.



FirstName LastNameMichael J. Sacks                        Sincerely,
Comapany NameGCM Grosvenor Inc.
                                                          Division of
Corporation Finance
September 3, 2020 Page 9                                  Office of Finance
FirstName LastName