Cantor Fitzgerald Settles SEC Charges Over Misleading SPAC Disclosures

Financial services firm Cantor Fitzgerald L.P. has agreed to pay a $6.8 million fine to settle Securities and Exchange Commission charges that two special purpose acquisition companies it controlled made false and misleading statements ahead of their respective initial public offerings.

The two SPACs have since merged with other companies, one with View Inc., which makes smart glass and smart building technologies, and the other with satellite builder Satellogic Inc.

According to the SEC’s order, the alleged misstatements relate to activities conducted by a small team of Cantor executives and employees of Cantor subsidiaries that controlled the SPACs’ actions.

This included seeking out potential business combination targets and engaging in “substantive discussions with potential targets.”

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The SPAC that eventually merged with View Inc. was called CF Finance Acquisition Corp. II, and the Satellogic SPAC was CF Acquisition Corp. V. The two raised approximately $750 million in total, per the SEC.

The SEC alleges Cantor caused the SPACs to state falsely in their SEC filings and prospectuses that neither they nor anyone acting on their behalf had initiated any significant talks with any business combination target. The Cantor team also stated it had not contacted any of the prospective target businesses.

However, the SEC claims the Cantor team, acting on behalf of the SPAC, had already begun talks with View Inc. about a possible business combination as early as six months before the merger was announced. The regulator also alleges that the Cantor team similarly engaged in merger discussions with Satellogic at least eight months before the two announced their merger agreement.

“Cantor Fitzgerald misled investors about a critical investment consideration by repeatedly stating in public filings that it had not identified or approached any potential merger targets, despite having had substantive discussions with several private companies regarding a potential merger, including with the companies with which its SPACs eventually merged,” Sanjay Wadhwa, acting director of the SEC’s Division of Enforcement, said in a release.

The order charges Cantor with causing violations of antifraud and proxy provisions of federal securities laws. Without admitting or denying the charges, Cantor agreed to cease and desist from the alleged violations in addition to the civil penalty.

Cantor’s Chairman and CEO Howard Lutnick was recently nominated by President-elect Donald Trump to be the next secretary of the Commerce Department. Lutnick is also co-chair of Trump’s transition team.

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Tags: Cantor Fitzgerald, initial public offering, Sanjay Wadhwa, SEC, Securities and Exchange Commission, Settlement, SPAC, special purpose acquisition companies

The Public Investment Fund of Saudi Arabia announced Monday that it has finalized its acquisition of a 15% stake in FGP TopCo Ltd., the holding company which operates Heathrow Airport Holdings Ltd. The stake was purchased from Spanish transportation and infrastructure firm Ferrovial S.E. and other shareholders.

Additionally, French alternative investment firm Ardian SAS announced that it acquired a 22.6% stake in FGP TopCo, becoming the holding company’s largest shareholder. As part of the transaction, Ferrovial’s stake in the airport operator decreased to 5.25%.

Ferrovial previously held a 19.75% stake in FGP TopCo, while existing shareholders who also sold their stakes held 17.87% of shares. According to Ferrovial, the combined purchase price was 4 billion euros ($4.2 billion).

“PIF is pleased to be investing in Heathrow Airport, a vital U.K. asset and a world-class airport,” said Turqi Al-Nowaiser, the PIF’s deputy governor and head of international investments. “We believe in the importance of infrastructure as a key sector in supporting the transition to net zero.”

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The PIF announced in December 2023 that it had agreed to acquire a 10% stake in the airport operator, with Ardian seeking a 15% stake. In the PIF’s announcement, the investment was described as in line with the PIF’s strategy to “support important sectors and businesses as long-term partners as part of its global portfolio of assets.”

“Heathrow acts as a crucial gateway to the world, and we look forward to supporting Heathrow’s management in its efforts to secure the sustainable growth of the airport and to continue to maintain its position as a global aviation hub,” Al-Nowaiser said.

London Heathrow is no stranger to institutional ownership. In addition to the PIF and Ardian, its largest stakeholders also include the Qatar Investment Authority (20% stake), Singapore’s GIC (11.20%), the Australian Retirement Trust (11.18%), China Investment Corp. (10%), Caisse de dépôt et placement du Québec (2.65%) and the U.K.’s Universities Superannuation Scheme (2.10%).

“Heathrow is a vital national asset connecting the U.K. to the world and driving prosperity in every corner of the country,” said Paul Deighton, Heathrow Airport Holdings Ltd.’s chairman, in a statement. “We’re delighted to welcome Ardian and PIF as new shareholders and investors in Heathrow’s future. We have a board of experienced infrastructure investors committed to our long-term development and growth, supporting our strategic journey to make Heathrow an extraordinary airport, fit for the future.”

According to reports, the PIF is looking to acquire a large stake—as high as 49%—in Newcastle International Airport, also in the U.K. The PIF will also own the to-be-constructed King Salman International Airport in Riyadh, which will, according to the PIF, accommodate 120 million passengers by year by 2030.

The PIF, the sovereign wealth fund of Saudi Arabia, manages $925 billion in assets. Ardian manages $176 billion in assets across private equity, real assets and credit strategies.