Stockholders of Broadway Financial Corporation and CFBanc Corporation Approve Merger, Merger of Equals Expected to Close April 1, 2021
Transaction Will Create the Largest Black-Led Minority Depository Institution in the U.S.
WASHINGTON, DC and LOS ANGELES, CA (March 17, 2021) – Broadway Financial Corporation (“Broadway,” Nasdaq: BYFC) in Los Angeles, CA and CFBanc Corporation (“City First”) in Washington, D.C. announced today that their stockholders voted to approve the previously announced merger of equals of the two companies at the special meetings of their stockholders held today.
At the special meeting of Broadway’s stockholders over 73% of the 19,281,758 shares entitled to vote were cast and more than 99% of the shares voted were voted in favor of the merger with City First. In addition, the Broadway stockholders approved the five other proposals for which stockholder approval was sought, with more than 96% of the shares having been voted in favor of each proposal, including for the following:
approval of the amended and restated certificate of incorporation, including amendments to affect the conversion of Broadway to a “public benefit corporation”;
approval of an increase in the authorized number of shares of Broadway voting common stock, which will become Broadway Class A common stock upon completion of the merger; and
approval of proposed sales of up to 18,474,000 shares of Broadway common stock in private placements to institutional and accredited investors at a purchase price of $1.78 per share.
At the special meeting of City First’s stockholders over 84% of the shares of each class of City First stock were cast and more than 99% of the shares voted in each class were voted in favor of the merger.
City First and Broadway previously announced that they have received all regulatory approvals necessary for consummation of their merger. With stockholder approval now obtained, the merger is expected to close on April 1, 2021 and their previously announced private placements of common stock are expected to close a few days thereafter. Under the terms of the merger agreement, City First will merge with and into Broadway, with Broadway being the surviving corporation. Broadway Federal Bank, the wholly owned subsidiary of Broadway, will merge with and into City First Bank of D.C., National Association, the wholly owned subsidiary of City First, with City First Bank being the surviving bank. At the closing of the merger, City First common shareholders will receive 13.626 shares of Broadway voting or nonvoting common stock for each share of City First voting or nonvoting common stock they own, respectively, resulting in the historic Broadway stockholders owning approximately 52.5% and the historic City First shareholders owning approximately 47.5% of the combined institution.
Combining the two institutions will increase their collective commercial lending capacity for investments in multifamily affordable housing, small businesses, and nonprofit development in financially underserved urban areas, while creating a national platform for impact investors.
For more information on the merger please visit www.cityfirstbroadwaymerger.com
About Broadway Financial Corporation Broadway conducts its operations through its wholly owned subsidiary, Broadway Federal Bank, which is the leading community-oriented savings bank in Southern California serving low-to-moderateincome communities. Broadway Federal Bank offers a variety of residential and commercial real estate loan products for consumers, businesses, and nonprofit organizations, other loan products and a variety of deposit products, including checking, savings and money market accounts, certificates of deposits, and retirement accounts. Broadway Federal Bank operates three full-service branches, two in the city of Los Angeles, and one located in the nearby city of Inglewood, California.
Shareholders, analysts and others seeking information about Broadway are invited to write to: Broadway Financial Corporation, Investor Relations, 5055 Wilshire Blvd, Suite 500, Los Angeles. CA 90036. www.broadwayfederalbank.com.
About CFBanc Corporation
City First conducts its operations through its wholly owned subsidiary, City First Bank. Founded over 25 years ago in direct response to systemic disinvestment in our communities, City First has been an innovator and a financial first responder for equitable economic development in Washington, DC. Together with its affiliates, City First has invested over $1.4 billion as of December 31, 2020 with a vision to advance economic equity and social justice, impacting families and communities today and for generations to come.
City First is part of a dedicated network of CDFIs and certified BCorps and is a member of the Global Alliance of Banking on Values, entities whose values are aligned with sustainable solutions, healthier families and more prosperous communities for our collective wellbeing.