공시 • Oct 05
Broadway Financial Corporation (NasdaqCM:BYFC) entered into merger of equals agreement to acquire CFBanc Corporation for $39.6 million.
Broadway Financial Corporation (NasdaqCM:BYFC) entered into merger of equals agreement to acquire CFBanc Corporation for $39.6 million on August 25, 2020. At the closing of the transaction, CFBanc common shareholders will receive 13.626 shares of Broadway common stock for each share of CFBanc common stock they own. Under the terms of the agreement, CFBanc will merge with and into Broadway, with Broadway as the surviving corporation. Broadway Federal Bank, the wholly owned subsidiary of Broadway, will merge with and into City First Bank, the wholly owned subsidiary of CFBanc, with City First Bank as the surviving bank. Upon closing of the transaction, Broadway stockholders will own 52.5% and CFBanc shareholders will own 47.5% of the combined institution. The combined institution will maintain bi-coastal headquarters and will continue to operate in current geographic areas. Headquarter of holding company will be in Los Angeles, CA and headquarter of bank will be in Washington, DC. The combined entity intends to continue to operate under the supervision of the Office of the Comptroller of the Currency (OCC) and to be listed on the Nasdaq Capital Market. CFBanc and Broadway will pay the other party a termination fee of $1.75 million in case of termination of the transaction.
The combined nine-member board will be composed of five directors from CFBanc and four from Broadway. Broadway’s President and Chief Executive Officer Wayne-Kent A. Bradshaw will lead the Board of the combined institution as its Chair. CFBanc Board Chair Marie C. Johns will serve as the institution’s Lead Independent Director. Brian Argrett, CFBanc’s current Chief Executive Officer, will serve as the Vice Chairman of the Board of Directors, President and Chief Executive Officer of combined institution and the surviving bank. William Longbrake, Annie Donovan, David McGrady, Jack Thompson, Robret Davidson and Virgil Roberts will serve as directors of combined institution. Brenda Battey will serve as Chief Financial Officer, Sandy Bellefeuille as Chief Loan Officer, Ruth McCloud as Chief Retail Banking Officer, Tom Nida as Market Executive, Shannan Harnert as Chief Credit Officer, Sonja Wells as Interim Chief Lending Officer, Michael Huang as Director of Finance, Belinda Tucker as Director of Operations and Compliance of the combined company. Effective as of the second anniversary of the closing of the transaction, Brian Argrett will replace Wayne-Kent A. Bradshaw as the Chairman of the Board of Directors. The transaction is subject to satisfaction of customary closing conditions, including receipt of necessary regulatory approvals, the shares of Bradshaw voting common stock that shall be issuable pursuant to this agreement shall have been authorized for listing on Nasdaq, registration statement effectiveness on form S-4, the aggregate number of outstanding shares of CFBanc common stock with respect to which notice of intent to exercise appraisal rights has been given by the holders thereof shall not have exceeded 5% of the number of outstanding shares of CFBanc common stock, and approval by the shareholders of each CFBanc and Broadway. The transaction was unanimously approved by the boards of directors of both CFBanc and Broadway. The transaction is expected to close in early first quarter of 2021.
Raymond James & Associates, Inc. is acting as financial advisor, and has rendered a fairness opinion to the Board of Directors of CFBanc. Frank M. Conner, Christopher DeCresce, Karen Solomon, Jenna Wallace and Kurt Baca of Covington & Burling LLP is serving as legal counsel to CFBanc. Jeff Wishner, Stephen Gunlock, Vasili Angelopoulos and Ocean Huang of Keefe, Bruyette & Woods, A Stifel Company, is acting as financial advisor, and has rendered a fairness opinion to the Board of Directors of Broadway. James R. Walther and Edward Deibert of Arnold & Porter Kaye Scholer LLP is serving as legal counsel to Broadway. Hunton Andrews Kurth acted as legal advisor to other financial advisors in the transaction.