CF Corporation (NASDAQ:CFCO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On May 17, 2017, the board of directors (the Board) of CF
Corporation (the Company) elected Keith Wayne Abell to serve as a
Class A director, with a term expiring at the Companys first
annual general meeting, or until his successor is duly elected
and qualified or his earlier death, resignation, retirement,
disqualification or removal. The Board appointed Mr. Abell, who
was determined to be an independent director as defined in the
applicable rules of The NASDAQ Capital Market, to serve as a
member of the audit committee of the Board (the Audit Committee).
In connection with Mr. Abells appointment, Chinh E. Chu resigned
as a member of the Audit Committee and as the chairman of the
Audit Committee. Mr. Chu will remain Co-Executive Chairman of the
Board. As a result, the Board appointed Richard N. Massey as
chairman of the Audit Committee, which is presently comprised of
Mr. Abell, Mr. Massey and James A. Quella.
Mr. Abell is the co-founder of Sungate Properties, LLC, a real
estate investment company, which he co-founded in 2010, and is
the founder of Snowridge Investments, which establishes strategic
partnerships between U.S. fund managers and Chinese financial
institutions, which he founded in 2015. From 1994 to 2007, Mr.
Abell was a co-founder of, and served in a variety of senior
management roles at, GSC Group (and its predecessor, Greenwich
Street Capital Partners, L.P.), an alternative asset manager.
From 1990 to 1994, Mr. Abell was a managing director at The
Blackstone Group L.P. (NYSE: BX) where he, among other things,
founded the firms first Hong Kong office. From 1986 to 1990, Mr.
Abell was a vice president at Goldman, Sachs Co. (NYSE: GS) where
he worked in the global finance, corporate finance and mergers
and acquisitions departments. Mr. Abell serves as the treasurer
and as a director of the National Committee on United
States-China Relations. Throughout his career, Mr. Abell has
served as a director of a number of public, private and
not-for-profit entities. Mr. Abell brings extensive experience in
corporate finance, private equity and mergers and acquisitions to
the Board.
On May 17, 2017, the Company entered into an indemnity agreement
(the Indemnity Agreement) with Mr. Abell, to which the Company
has agreed to provide contractual indemnification, in addition to
the indemnification provided in the Companys Amended and Restated
Memorandum and Articles of Association, against liabilities that
may arise by reason of his service on the Board, and to advance
expenses incurred as a result of any proceeding against him as to
which he could be indemnified.
On May 17, 2017, the Company entered into a letter agreement with
Mr. Abell (the Letter Agreement) on substantially the same terms
as the form of letter agreement previously entered into by and
between the Company and each of its other directors in connection
with the Companys initial public offering.
The Company has filed herewith as Exhibits 10.1 and 10.2 the
Indemnity Agreement and the Letter Agreement, which Exhibits are
incorporated by reference herein, and the foregoing descriptions
of the Indemnification Agreement and the Letter Agreement are
qualified in their entirety by reference thereto.
Prior to the Companys initial public offering, the Company
entered into a forward purchase agreement (the Forward Purchase
Agreement) with Mr. Abell to which Mr. Abell agreed to purchase
100,000 Class A ordinary shares, plus 33,333 redeemable warrants,
for a purchase price of $10.00 multiplied by the number of Class
A ordinary shares purchased, or $1,000,000, in a private
placement to occur concurrently with the closing of the Companys
initial business combination. In connection with the Forward
Purchase Agreement, the Company issued to Mr. Abell 7,353 Class B
ordinary shares for $0.002 per share. For a description of the
terms and conditions of the Forward Purchase Agreement, please
refer to the description set forth in the Companys final
prospectus, dated May 19, 2016, filed with the SEC on May 20,
2016 under the heading Use of Proceeds, which description is
incorporated herein by reference. The foregoing description of
the Forward Purchase Agreement does not purport to be complete
and is qualified in its entirety by reference to the form of
Forward Purchase Agreement which was filed as Exhibit 10.9 to the
Companys Registration Statement on Form S-1 (File No.
333-210854), dated May 3, 2016, and is incorporated herein by
reference.
There are no arrangements or understandings between Mr. Abell and
any other persons to which Mr. Abell was selected as a director
of the Company. There are no family relationships between Mr.
Abell and any of the Companys other directors or executive
officers and, other than the Forward Purchase Agreement, Mr.
Abell has no direct or indirect material interest in any
transaction required to be disclosed to Item 404(a) of Regulation
S-K.
Item 9.01Financial Statements and
Exhibits.
(d) Exhibits
The Company incorporates by reference the Exhibit Index following
the page to this Current Report on Form 8-K.
About CF Corporation (NASDAQ:CFCO)
CF Corporation is a blank check company. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Company intends to focus on the financial, technology and services industries in the United States or globally. As of September 30, 2016, the Company had not generated any revenues. CF Corporation (NASDAQ:CFCO) Recent Trading Information
CF Corporation (NASDAQ:CFCO) closed its last trading session down -0.01 at 10.04 with 3,300 shares trading hands.
