Broadway Financial Corporation (NasdaqCM:BYFC) entered into a non-binding term sheet to acquire CFBanc Corporation for $39.6 million on April 20, 2020. Broadway Financial Corporation entered into merger of equals agreement to acquire CFBanc Corporation for $39.6 million on August 25, 2020. On closing, CFBanc common shareholders will receive 13.626 shares of Broadway common stock for each of CFBanc. Broadway expects to issue a total of approximately 25.40 million shares of Broadway common stock to holders of CFBanc common stock in the merger. 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 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 and to be listed on the Nasdaq Capital Market. Following the merger, shares of Broadway voting common stock, renamed as Class A common stock, will continue to be listed and traded on the Nasdaq Capital Market with the trading symbol “BYFC.” Ally Financial, Banner, Citigroup, Texas Capital Bancshares and First Republic Bank joined JPMorgan in providing capital of $40 million to help fund Broadway Financial's pending acquisition of the CFBanc. CFBanc and Broadway will pay the other party a termination fee of $1.75 million in case of termination of the transaction. As of January 14, 2021, Broadway Financial and CFBanc entered into an amendment to the merger of equals agreement. The modifications include: (i) providing for the increase, from 50 million to 75 million, in the number of shares of common stock with full voting rights Broadway Financial will be authorized to issue, if such increase is approved by the holders of the company’s voting common stock prior to the completion of the merger; and (ii) expanding the statement of public benefit corporation purposes for the company that will become effective upon completion of the merger if conversion to a Delaware public benefit corporation is approved by the holders of the company’s voting common stock prior to the completion of the merger. The combined nine-member board will be composed of five directors from CFBanc and four from Broadway. Chief Executive Officer of Broadway and of CFBanc, three additional members of the Broadway board of directors designated by Broadway and four additional members of the CFBanc board of directors, designated by CFBanc as of immediately prior to the effective time. Upon completion of the merger, Wayne-Kent A. Bradshaw, the current President and Chief Executive Officer, and a director, of Broadway, will become the Chairman of the Board of Directors of the combined company and will serve in that capacity until the second anniversary of the date the merger is completed. 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. As of January 14, 2021, Broadway Financial entered into amendments to its respective employment agreements with Brenda J. Battey, Norman Bellefeuille, and Ruth McCloud pursuant to which, each of the executives would be entitled to receive the specified severance payments in the event of termination of his or her employment by the company or the executive for any reason, other than termination of the employment of the executive by the company for Cause. 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, 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. At the Broadway special meeting, holders of Broadway voting common stock will be asked to consider and vote on the following proposals; Broadway merger proposal, Broadway public benefit corporation proposal, Broadway authorized share increase proposal, Broadway compensation proposal, Broadway private placement proposal, Broadway adjournment proposal, CFBanc merger proposal and CFBanc adjournment proposal. As of December 24, 2020, Broadway Financial Corporation received the regulatory approval from the Office of the Comptroller of the Currency and on December 28, 2020, received an approval from the Federal Reserve Bank of San Francisco acting on behalf of the Board of Governors of the Federal Reserve System, all of which have been obtained, subject to applicable U.S. Department of Justice (“DOJ”) waiting periods. Broadway and CFBanc are expecting to obtain the approval from both the companies’ shareholders to complete the merge at upcoming special meetings to be held on March 17, 2021. As of March 2, 2021, Broadway received regulatory approvals necessary for the merger with CFBanc. The transaction is expected to close in early first quarter of 2021. As of March 17, 2021, the merger was approved by the stockholders of Broadway. As of January 19, 2021, the transaction is expected to be completed in the first half of 2021. As of March 17, 2021, the transaction is expected to close on April 1, 2021. Raymond James & Associates, Inc. is acting as financial advisor, and has rendered a fairness opinion to the Board of Directors of CFBanc. CFBanc will pay Raymond James a fee for advisory services in connection with the merger equal to $500,000, $125,000 of which became payable upon the rendering of Raymond James’s written opinion. Frank M. Conner III, Christopher J. 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. Broadway will pay Keefe, Bruyette & Woods a total cash fee of $900,000, $150,000 of which became payable to Keefe, Bruyette & Woods with the rendering of its opinion. 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. Broadway Financial Corporation (NasdaqCM:BYFC) completed the acquisition of CFBanc Corporation on April 1, 2021. Under the terms of the merger agreement, CFBanc Corporation merged with and into Broadway, with Broadway being the surviving bank holding company. Broadway Federal Bank, f.s.b., the wholly owned bank subsidiary of Broadway, merged with and into City First Bank of D.C., National Association, the wholly owned bank subsidiary of CFBanc Corporation, with City First Bank of D.C. being the surviving bank, which is being renamed City First Bank, National Association in connection with the merger. The combined banks’ operations will be conducted under the tradename CityFirstBroadway.