Broadway Financial Corporation
Extract: Charter Amended/Restated (Plain English Desc) from a 8-K on 04/05/2021   Download
SEC Document
SEC Filing
On April 1, 2021, Broadway Financial Corporation (“Broadway”) completed its previously announced merger transaction with CFBanc Corporation (“CFBanc”) pursuant to the Agreement and Plan of Merger dated as of August 25, 2020, as amended by Amendment No. 1 thereto dated January 14, 2021, by and between Broadway and CFBanc (the “Merger Agreement”).

Pursuant to the Merger Agreement, on April 1, 2021 (the “Effective Time”): (1) CFBanc merged with and into Broadway (the “Merger”), with Broadway continuing as the surviving entity in the Merger (the “Surviving Entity”); (2) each share of CFBanc’s Class A Common Stock, par value $0.50 per share (the “CFBanc Class A Common Stock”), and Class B Common Stock, par value $0.50 per share (the “CFBanc Class B Common Stock” and, together with the CFBanc Class A Common Stock, the “CFBanc Common Stock”), issued and outstanding immediately prior to the Effective Time were converted, respectively, into 13.626 validly issued, fully paid and nonassessable shares of the Broadway Class A Common Stock, par value $0.01 per share (“Broadway Class A Common Stock”), and Broadway Class B Common Stock, par value $0.01 per share (“Broadway Class B Common Stock” and, together with the Broadway Class A Common Stock, the “Broadway Common Stock”); (3) each share of Fixed Rate Cumulative Redeemable Perpetual Preferred Stock, Series B, par value $0.50 per share, of CFBanc (“CFBanc Preferred Stock”) issued and outstanding immediately prior to the Effective Time were converted into one validly issued, fully paid and non-assessable share of Broadway’s Fixed Rate Cumulative Redeemable Perpetual Preferred Stock, Series A (the “Broadway Preferred Stock” and, together with the Broadway Common Stock, the “Broadway Stock”), the terms of which are more fully described in the amended and restated certificate of incorporation of the Surviving Entity which was attached as Exhibit A to the Certificate of Merger filed with the Secretary of State of the State of Delaware on March 23, 2021, and effective as of the Effective Time, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference; and (4) immediately following the Merger, Broadway Federal Bank, f.s.b., a wholly owned subsidiary of Broadway (“Broadway Bank”), merged with and into City First Bank of D.C., National Association, a wholly owned subsidiary of CFBanc (“City First Bank”) (the “Bank Merger”), with City First Bank continuing as the surviving entity (the “Surviving Bank”). The Merger Agreement also provides that, subject to the terms and conditions of the Merger Agreement, cash will be paid in lieu of the issuance of fractional shares of Company Stock.