Broadway Financial Corporation and CFBanc Corporation complete peer-to-peer merger
LOS ANGELES AND WASHINGTON – (BUSINESS WIRE) – Broadway Financial Corporation (“Broadway”) (Nasdaq-CM: BYFC) and CFBanc Corporation (“CFB”) jointly announced the closing of their merger of equals today. As a result of the merger, Broadway, a wholly owned subsidiary of the bank, City First Bank, National Association (collectively, “CityFirstBroadway”) is the largest black-led minority depository institution (“MDI”) in the country, with over $ 1 billion in combined assets under management and over $ 900 million in total depository institution assets as of December 31, 2020.
CityFirstBroadway is committed to building and supporting financially underserved urban areas, including providing loans that support investments in affordable multi-family housing, small businesses, and non-profit community facilities located in low-income communities. to moderate who have chronically lacked access to capital. CityFirstBroadway is a Delaware Community Development Financial Institution (“CDFI”), MDI, and public utility, backed by impact-driven investors and depositors who share CityFirstBroadway’s mission of bridging the wealth gap racial through the provision of capital.
“CityFirstBroadway represents the transformational amalgamation of two historic CDFIs, each dedicated to providing financial products and services to underserved low to middle income communities since their inception. The two organizations shared a common mission, values and vision to provide capital to these communities. With our combined equity base exceeding $ 100 million, ahead of the private placements of common stock previously announced by Broadway, we will be able to exert a much greater impact on underserved urban communities and move the process forward. reducing serious economic gaps in opportunities for our communities, business owners and families. Brian E. Argrett, President / CEO and Vice-President.
“I am excited about the future of CityFirstBroadway as it builds on the legacy of the old Broadway and CFB organizations with a larger capital base, a more diversified loan portfolio and a large pool of liquid assets. . The combined institution is positioned to have a greater impact on the development of underserved urban neighborhoods, while generating greater profitability and return on investment for our shareholders. Further, I would like to thank all employees of both organizations for their dedication and diligence while carrying out their day-to-day responsibilities during a global pandemic crisis and enthusiastically planning the integration of the two organizations. Finally, I would like to thank all of our depositors and shareholders who have supported us collectively over the years, and in particular during the months which led to the completion of the merger. Wayne Bradshaw, Chairman of the Board.
About the merger
Pursuant to the merger agreement, CFB amalgamated with and into Broadway, with Broadway being the surviving bank holding company. Broadway Federal Bank, FSB, the wholly-owned banking subsidiary of Broadway, merged with and into City First Bank of DC, National Association, the wholly-owned banking subsidiary of CFB, with City First Bank of DC being the surviving bank, which is being renamed City First Bank, National Association as part of the merger. The operations of the combined banks will be conducted under the business name CityFirstBroadway.
Upon closing of the merger, each Class A Voting Common Share of CFB was converted into the right to receive 13,626 Class A Class A Voting Common Shares of Broadway and each Class B Non-Voting Share of CFB was converted into a right to receive 13,626. Broadway Class B non-voting common stock, so pre-merger Broadway shareholders will own approximately 52.5% and pre-merger CFB shareholders will own approximately 47.5% of the amalgamated company.
The peer-to-peer merger was announced on August 26, 2020. Final regulatory approvals were received in late December 2020 and shareholder approvals were received on March 17, 2021.
Raymond James & Associates, Inc. acted as financial advisor and provided a fairness opinion to the board of directors of CFB in connection with the merger. Covington & Burling LLP was legal counsel to CFB. Keefe, Bruyette & Woods, a Stifel company, acted as financial advisor and provided a fairness opinion to the Broadway Board of Directors in connection with the merger. Arnold & Porter Kaye Scholer LLP was Broadway Legal Counsel.
For more information on the merger, please visit www.cityfirstbroadwaymerger.com.
In the immediate future, customers will continue to be served through their respective Broadway and BFC branches, websites, mobile apps and relationship managers. The merger will not require any changes to existing account numbers or routing numbers for chequing, savings and money market accounts. As a result, customers will not need to order new checks or make changes to direct deposits, automatic drafts, or transfer instructions related to these accounts.
Broadway Financial Corporation (Nasdaq-CM: BYFC), a banking holding company, and its wholly owned banking subsidiary, City First Bank, National Association (the “Bank”), are collectively referred to as CityFirstBroadway. CityFirstBroadway is a leading provider of financial products and services to economically underserved urban communities. The Bank offers a variety of commercial loan products, services and deposit accounts that support investments in affordable housing, small businesses, and non-profit community facilities located in low to moderate income neighborhoods. The Bank is a CDFI, MDI, Certified B Corp and member of the Global Banking Alliance on Values, entities whose values are aligned with sustainable solutions, healthier families and more prosperous communities for our well-being. collective. CityFirstBroadway has branches serving the Washington, DC and Southern California metro areas. For more information, please visit www.cityfirstbroadway.com.
Caution regarding forward-looking information
This communication contains “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”, “can”, “want”, “could”, “should”, “ready”, “believe”, “predict”, “potential “,” Continue “, and similar expressions are intended to identify these forward-looking statements; however, the absence of these words does not mean that the statements are not forward-looking. The forward-looking statements contained in this communication include matters that involve known and unknown risks, uncertainties and other factors that could cause actual results, levels of activity, performance or achievements to differ materially from results expressed or under. – understood by this communication. These risk factors include, but are not limited to: uncertainty about the extent of the duration, scope and impacts of the COVID-19 pandemic; political and economic uncertainty, including any deterioration in global economic conditions or the stability of credit and financial markets; changes in the monetary and fiscal policies of the United States government, including the policies of the United States Department of the Treasury and the Federal Reserve Board, changes in laws, regulations, policies or administrative practices, whether by legal, governmental or legislative action, and other changes relating to banking, securities, taxation, accounting and financial reporting, environmental protection and the ability to comply with these timely changes, the possible effects of changes in real estate markets and interest rates, which may affect CityFirstBroadway’s bottom line and future cash flows or the market value of CityFirstBroadway’s assets, including investment securities , the risks associated with the disruption of the management time of current business operations due to the merger, the effect dilution of the ordinary shares of the company issued in connection with the merger, the risk of pending litigation relating to the merger, the risk of possible adverse decisions, judgments, s and other results of pending litigation, the risk that the merger may adversely affect CityFirstBroadway’s ability to retain customers and retain and hire key personnel and maintain relationships with their customers and on their results of operations and business in general, the risk that problems may occur during the successful integration of the business activities, which may result in the merged company not functioning as efficiently and effectively as expected, or the entities may not be able to successfully integrate the businesses, the risk that CityFirstBroadway will be unable to realize synergies or other expected benefits of the merger or it may take longer than expected to achieve er these synergies or benefits, the risk that operational problems arise from, and / or the capital expenditures necessitated by, the potential need to adapt to industry changes in information technology systems, of which CityFirstBroadway is highly dependent, and other factors that could cause actual results to differ materially from those projected. All of these factors are difficult to predict and are beyond CityFirstBroadway’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 filed documents. with the SEC and are available on the company’s website at https://www.broadwayfederationbank.com/financial-highlights and on the SEC website at http://www.sec.gov.
Actual results may differ materially from those contained in the forward-looking statements in this press release. Forward-looking statements speak only as of the date on which they are made, and CityFirstBroadway assumes no obligation and does not intend to update such forward-looking statements to reflect events or circumstances occurring after the date of this communication, except to the extent required by law. . You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this communication.