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: December 8, 2020
Integration Update No. 3 – Final TEAM DRAFT
Tuesday, December 8, 2020 | Internal & Confidential
Brian E. Argrett & Wayne Bradshaw
Dear Colleagues:
The Integration Team is hard at work as we bring you the latest bi-weekly update on our plans to integrate City First Bank and Broadway Federal.
From the time that we agreed to merge, we were motivated by the benefits our partnership would have for all stakeholders-- confident that joining our operations would make us stronger together.
More than just a phrase, “stronger together,” is the core of our value proposition. It reflects our conviction that we can achieve national leadership in channeling capital and investment to under-resourced
communities -- but only together. The need and the opportunity is great. The moment and pathway forward is now. Strengthening our capability to achieve our mission and enhance our margin is more critical than ever. We commit to sharing our best
practices, so we can learn from each organization’s strengths and grow our respective legacy businesses to expand our community impact. It’s our vision to increase access to affordable housing, better schools, and community facilities like health
and arts centers that contribute to one’s overall health and well-being. This is a vision that will challenge us as we plan for our future growth.
It is our intention to keep you informed not only of the status of the merger, but how it affects you. We are working diligently to blend benefits such as equity ownership opportunities for our colleagues as well as
enhance opportunities for professional development and advancement within the larger organization.
Brand New!
The SteerCo has approved a rebranding process, which we will launch later this month. As we focus on combining core strengths, we’re also reflecting our values and core principles to create a new company name, with
a fresh but familiar identity and renewed promise to provide value to our stakeholders. We’re ready to get started and need your input. This requires thoughtful and creative options for our future name as we consider our respective brand legacies
and our shared vision for the future. To that end, we are looking for broad participation to generate a robust list of names that we might consider and submit to the Patent & Trademark Office. Be on the lookout for an email with a survey that
will allow you to participate in the exciting joint process to Name Our Bank!
Communication. Communication. Communication!
The SteerCo also provided guidance on our communication strategy, as we plan to hold events for all stakeholder groups to discuss key milestones. For example, our communication plan will include townhalls led by
Brian and Wayne, so you can hear updates from them directly and get to know them better. We look forward to keeping you apprised of progress as our integration work continues. Our goal is to ensure that we share important updates with you and other
stakeholders in a consistent, informative, and transparent way.
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: December 8, 2020
We also encourage you to speak with your managers at any time if you have questions. You can also reach out to Ruth or Cynthia, your Integration Team Leaders, for information about the merger.
With each team member contributing their unique talent, knowledge, and expertise, we are working toward several milestones, but most importantly “Day 1”-- the legal close of our transaction, when we can begin to
function officially as a new bank!
###
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.
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: December 8, 2020
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.