Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
November 06 2020 - 05:25PM
Edgar (US Regulatory)
Filed by: Broadway Financial
Corporation
(Commission File No.: 001-39043)
Pursuant to Rule 425 under the Securities
Act of 1933, as amended
and
deemed filed pursuant to Rule 14a-12
of
the Securities Exchange Act of 1934, as amended
Subject Company: Broadway Financial
Corporation
(Commission File No.: 001-39043)
Date: November 6, 2020
Integration Update
No. 1
Friday, November 6th 2020
| Internal & Confidential
Brian E.
Argrett & Wayne Bradshaw
Dear
colleagues,
Since we announced
plans to merge City First Bank in DC and Broadway Federal in Los
Angeles, we’ve been working to advance toward our exciting vision,
which we are calling our “North Star.” With the support of
colleagues from both organizations, this work has now begun in
earnest. We are pleased to report on progress.
Integration
Framework
Combining our
organizations in a way that delivers fully on the promise of our
“merger of equals” requires careful planning, analysis, and
detailed work. To that end, we recently launched an Integration
Management Office (IMO), led by Cynthia Newell from City First and
Ruth McCloud from Broadway, to lead this effort. The IMO, which
will involve more than 20 colleagues with equal representation from
both banks, will lead a range of workstreams and develop
recommendations on the best way to integrate our operations. They
will report to a Steering Committee (“SteerCo”), which we each will
join, along with a number of members of the executive management of
both banks.
McKinsey &
Company, an international management consulting firm with deep
experience in the banking industry and in merger integrations, will
support our efforts. We expect to close the transaction (“Day 1”)
in the first quarter of 2021. The full integration of our
operations will take longer, and likely will not occur before the
end of 2021. We look forward to keeping you apprised of our
progress in the months ahead.
Regulatory
Process
As announced, our
merger requires the approval of shareholders of both banks, as well
as a number of regulatory agencies. We filed for approval with the
OCC (Office of the Comptroller of the Currency) and the Federal
Reserve last week. We look forward to scheduling shareholders
meetings in the near future.
Looking
ahead
While we understand
that any change can be challenging at times, we remain very excited
about the prospects for our merged organization, as well as by the
dedication, enterprise, and energy we are seeing from our
colleagues. Together, with your continued leadership, we can
build a much stronger and more successful institution—one that
operates on a larger scale, resists margin pressure and boosts
lending in the areas that need it most. This will strengthen our
ability to deliver on our noble purpose—supporting
low-to-moderate income and marginalized communities through our
provision of capital, and access to resources and connections that
allow our communities to become stronger and healthier.
For any questions
please reach out to your respective IMO leaders (Cynthia Newell for
City First and Ruth McCloud for Broadway).
Brian E.
Argrett
|
|
Wayne
Bradshaw
|
|
|
|
(signature)
|
|
(signature)
|
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
Financial Corporation, a Delaware corporation (“Broadway”)
and CFBanc Corp., a District of Columbia benefit corporation
(“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 (if
and 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.
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 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 Broadway 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 Broadway 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
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 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 Broadway’s control.
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.
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.
###
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