Item 8.01 Other Events.
On January 4, 2021, Broadway Financial Corporation (the "Company") and CFBanc
Corporation ("CFBanc") jointly issued a press release announcing that they had
received regulatory approvals from the Federal Reserve Bank of San Francisco and
the Office of the Comptroller of the Currency of the proposed merger of CFBanc
with and into the Company, with the Company as the surviving corporation, and
the proposed subsequent merger of Broadway Federal Bank, f.s.b., the Company's
bank subsidiary, with and into City First Bank of D.C., N.A. ("City First
Bank"), CFBanc's bank subsidiary (collectively, the "merger"), with City First
Bank as the surviving bank. In addition, City First Enterprises, Inc., a bank
holding company that is the largest stockholder of CFBanc, received approval
from the Federal Reserve Bank of San Francisco of its acquisition of
approximately 18.85% of the Company's voting common stock pursuant to the
merger, and indirect acquisition of Broadway Federal Bank, f.s.b. A copy of the
press release is attached as an exhibit to this report and is incorporated
herein by reference.
Additional Information and Where to Find it
This communication does not constitute an offer to buy or sell or the
solicitation of an offer to buy or sell any securities or a solicitation of any
vote or approval. This communication relates to a proposed business combination
(the "proposed transaction") between Broadway and City First. In connection
with the proposed transaction, Broadway intends to file with the Securities and
Exchange Commission (the "SEC") a registration statement on Form S-4 (the
"Registration Statement") that will include a joint proxy statement of Broadway
and City First and a prospectus of Broadway (the "Joint Proxy/Prospectus").
Broadway also plans to file other relevant documents with the SEC regarding the
proposed transaction. No offering of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the U.S. Securities
Act of 1933, as amended, and no offer to sell or solicitation of an offer to buy
shall be made in any jurisdiction in which such offer, solicitation or sale
would be unlawful. Any definitive Joint Proxy/Prospectus (if and when
available) will be mailed or otherwise provided to stockholders of Broadway and
City First. INVESTORS AND SECURITY HOLDERS OF BROADWAY AND CITY FIRST ARE URGED
TO READ THE REGISTRATION STATEMENT, JOINT PROXY/PROSPECTUS AND OTHER DOCUMENTS
THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO
THOSE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION.
Investors and security holders will be able to obtain free copies of these
documents (when available) and other documents containing important information
about Broadway and City First, once such documents are filed with the SEC
through the website maintained by the SEC at http://www.sec.gov. Copies of the
documents filed with the SEC by Broadway will also be available free of charge
on Broadway's website at
https://www.broadwayfederalbank.com/financial-highlights. Copies of the
Registration Statement and the Joint Proxy/Prospectus can also be obtained, when
it becomes available, free of charge by directing a request to Broadway
Financial Corporation, 5055 Wilshire Boulevard Suite 500 Los Angeles, California
90036, Attention: Investor Relations, Telephone: 323-556-3264, or by email to
investor.relations@broadwayfederalbank.com, or to CFBanc Corporation, 1432 U
Street, NW DC 20009, Attention: Audrey Phillips, Corporate Secretary, Telephone:
202-243-7141.
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Certain Information Concerning Participants
Broadway, City First, and certain of their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies in
respect of the proposed transaction. Information about the directors and
executive officers of Broadway is set forth in Broadway's proxy statement for
its 2020 annual meeting of stockholders, which was filed with the SEC on May 20,
2020. Information regarding all of the persons who may, under the rules of the
SEC, be deemed participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise, will be
contained in the Joint Proxy/Prospectus and other relevant materials to be filed
with the SEC when they become available. These documents, when available, can
be obtained free of charge from the sources indicated above. Investors should
read the Joint Proxy/Prospectus carefully when it becomes available before
making any voting or investment decisions.
Cautionary Statement Regarding Forward-Looking Information
This communication includes "forward-looking statements" within the meaning of
the safe harbor provisions of the United States Private Securities Litigation
Reform Act of 1995. Words such as "expect," "estimate," "project," "budget,"
"forecast," "anticipate," "intend," "plan," "may," "will," "could," "should,"
"poised," "believes," "predicts," "potential," "continue," and similar
expressions are intended to identify such forward-looking statements; however,
the absence of these words does not mean the statements are not
forward-looking. Forward-looking statements in this communication include
matters that involve known and unknown risks, uncertainties and other factors
that may cause actual results, levels of activity, performance or achievements
to differ materially from results expressed or implied by this communication.
Such risk factors include, among others: the uncertainty as to the extent of the
duration, scope and impacts of the COVID-19 pandemic; political and economic
uncertainty, including any decline in global economic conditions or the
stability of credit and financial markets; the expected timing and likelihood of
completion of the proposed transaction, including the occurrence of any event,
change or other circumstances that could give rise to the termination of the
merger Agreement, the possibility that stockholders of Broadway or of City First
may not approve the merger, the risk that the parties may not be able to satisfy
the conditions to the proposed transaction in a timely manner or at all or
failure to close the proposed transaction for any other reason, risks related to
disruption of management time from ongoing business operations due to the
proposed transaction, the risk that any announcements relating to the proposed
transaction could have adverse effects on the market price of Broadway's common
stock, the risk relating to the potential dilutive effect of the shares of
Broadway's Common Stock to be issued in the proposed transaction and the
previously disclosed private placement of new shares of Broadway's common stock,
the risk of any unexpected costs or expenses resulting from the proposed
transaction, the risk of any litigation relating to the proposed transaction,
the risk of possible adverse rulings, judgments, settlements and other outcomes
of pending litigation, the risk that the proposed transaction and its
announcement could have an adverse effect on the ability of Broadway and City
First to retain customers and retain and hire key personnel and maintain
relationships with their customers and on their operating results and businesses
generally, the risk the pending proposed transaction could require Broadway and
City First to incur substantial costs, the risk that problems may arise in
successfully integrating the businesses of the companies, which may result in
the combined company not operating as effectively and efficiently as expected,
or that the entities may not be able to successfully integrate the businesses,
the risk that the combined company may be unable to achieve synergies or other
anticipated benefits of the proposed transaction or it may take longer than
expected to achieve those synergies or benefits and other important factors that
could cause actual results to differ materially from those projected. All such
factors are difficult to predict and are beyond the control of Broadway and City
First. Additional factors that could cause results to differ materially from
those described above can be found in Broadway's annual reports on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K or other filings,
which have been filed with the SEC and are available on Broadway's website at
https://www.broadwayfederalbank.com/financial-highlights and on the SEC's
website at http://www.sec.gov.
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Actual results may differ materially from those contained in the forward-looking
statements in this communication. Forward-looking statements speak only as of
the date they are made, and Broadway undertakes no obligation and does not
intend to update these forward-looking statements to reflect events or
circumstances occurring after the date of this communication. You are cautioned
not to place undue reliance on these forward-looking statements, which speak
only as of the date of this communication.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press release dated January 4, 2021, announcing the receipt of the
regulatory approvals of the proposed Merger.
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