BROADWAY FINANCIAL CORPORATION Item 1.01 Entry Into a Material Definitive Agreement.
Agreement and Plan of Merger
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The Merger Agreement provides that, among other things and subject to the terms
and conditions of the Merger Agreement, (1) City First will merge with and into
the Company (the "Merger"), with the Company surviving and continuing as the
surviving entity in the Merger (the "Surviving Entity"), (2) at the effective
time of the Merger (the "Effective Time"), each share of City First's Class A
Common Stock, par value
Subject to stockholder approval, in connection with the Merger, the Company will convert into a public benefit corporation, as defined in Section 362 of the Delaware General Corporation Law (the "Conversion").
The board of directors of the Company has unanimously (1) approved and declared advisable the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, (2) determined that it is fair to, and in the best interests of, the Company and its stockholders that the Company enter into the Merger Agreement and complete the Merger and the other transactions contemplated by the Merger Agreement on the terms and subject to the conditions set forth therein, (3) approved the Conversion and declared the Conversion advisable and in the best interests of the Company, (4) adopted and approved an amendment and restatement to the Company's certificate of incorporation which, among other things, will increase the authorized share capital of the Company to create the New Company Non-Voting Common Stock, (5) directed that the Merger Agreement, the Merger, the Conversion and the amended and restated certificate and any other matters that may be required or appropriate in connection with the Merger be submitted to the Company's stockholders for a vote on the approval and adoption of such matters at a meeting of the Company's stockholders, and (6) resolved to recommend that the stockholders of the Company approve and adopt the Merger Agreement, the Merger and the amended and restated certificate.
The completion of the Merger is subject to satisfaction or waiver of certain customary closing conditions, including, among others, (1) the receipt of required approvals from the holders of shares of Company Voting Common Stock, and on a separate class basis each of the City First Class A Common Stock, City First Class B
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Common Stock and City First Preferred Stock, (2) the authorization for listing
on The Nasdaq Capital Market of the shares of Company Voting Common Stock to be
issued pursuant to the Merger Agreement, (3) approvals from the
Item 5.01 Changes in Control of Registrant.
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The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
Item 7.01 Regulation FD Disclosure.
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The information in Item 7.01 of this Form 8-K (including Exhibit 99.1) is furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 134, as amended.
Item 8.01 Other Events.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description of Exhibits 2.1 Agreement and Plan of Merger, dated as ofAugust 25, 2020 , by and betweenBroadway Financial Corporation andCFBanc Corporation . † 4.1 Amendment to Rights Agreement, dated as ofAugust 25, 2020 , by and betweenBroadway Financial Corporation andComputershare Trust Company, N.A. 99.1 Investor Presentation, dated as ofAugust 26, 2020 . 99.2 Joint press release, dated as ofAugust 26, 2020 .
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† Schedules have been omitted pursuant to Item 601(b)(2) of
Regulation S-K. The registrant hereby undertakes to furnish supplementally
copies of any of the omitted schedules upon request by the
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provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any document so furnished.
Additional Information and Where to Find it
This report 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 report relates to a proposed business combination (the "proposed
transaction") between
Investors and security holders will be able to obtain free copies of these
documents (if and when available) and other documents containing important
information about the Company and City First, once such documents are filed with
the
Certain Information Concerning Participants
The Company, 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 the Company is set forth in the Company's proxy statement
for its 2020 annual meeting of stockholders, which was filed with the
Cautionary Statement Regarding Forward-Looking Information
This report 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 report 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 report. Such risk factors include, among others: the uncertainty as to the extent of the
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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 timing, receipt and terms
and conditions of any required governmental and regulatory approvals of the
proposed transaction that could reduce anticipated benefits or cause the parties
to abandon the proposed transaction, 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 the Company or of City First may
not approve the merger agreement, 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 the Company Common
Stock, the risk relating to the potential dilutive effect of shares of Company
Common Stock to be issued in the proposed transaction, 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 the Company 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 distract management of both entities
and that they will 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 Company's control.
Additional factors that could cause results to differ materially from those
described above can be found in the Company'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
Actual results may differ materially from those contained in the forward-looking statements in this report. Forward-looking statements speak only as of the date they are made and the Company undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after the date of this report. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report.
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