Sec Form 13D Filing - Capital Corps LLC filing for BROADWAY FINL CORP (BYFC) - 2020-04-14

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

Broadway Financial Corporation

(Name of Issuer)

Common Stock, par value

$0.01 per share

(Title of Class of Securities)

111444-10-5

(CUSIP Number)

Steven A. Sugarman
16845 Von Karman Avenue

Suite #200

Irvine, CA 92606

Copies to:

Gary J. Simon

Hughes Hubbard & Reed, LLP
One Battery Park Plaza

New York, New York 10004

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 13, 2020

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ☐

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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This statement constitutes Amendment No. 3 to the Schedule 13D, as amended prior hereto, relating to shares of common stock, par value $0.01 per share, of Broadway Financial Corporation (the “Registrant”), and hereby amends the Schedule 13D filed with the Securities and Exchange Commission (the “Schedule 13D”) to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings described to such terms in the Schedule 13D.

Item 4 of the Schedule 13D is hereby amended to add the following at the end thereof:

On April 13, 2020, The Capital Corps, LLC (“Capital Corps”) delivered a letter (the “Letter”) to the Board of Directors of the Registrant (the “Board”) proposing binding and non-binding provisions relating to the proposed acquisition by Capital Corps of the Registrant. The non-binding provisions include (i) the acquisition of all of the Registrant’s outstanding shares of common stock for (a) $48.8 million (the “Purchase Price”), or approximately $1.75 per share (representing a premium of approximately 33% to the 30-day average closing prices of the Registrant’s common stock prior to the date of the Letter), less (b) the sum of (1) all transaction-related expenses (as described in the Letter) over 2% of the Purchase Price plus (2) any reduction in the Registrant’s book value subsequent to December 31, 2019 through the execution of the definitive agreement relating to the proposed acquisition, (ii) Capital Corps and the Registrant will negotiate in good faith to agree upon a definitive agreement setting forth in detail the terms and conditions of definitive documents within 90 days of the full execution of the Letter (subject to extension) at the end of which the Letter will terminate, except for certain binding provisions. The Letter’s non-binding provisions include the Registrant’s conduct of business in the ordinary course, waiver of the Registrant’s “poison pill”, reasonable access to information, confidentiality, publicity and each party bearing its own costs.

The potential acquisition would be subject to the approval of the Board and the shareholders of the Registrant and the Reporting Persons and the negotiation and execution of mutually agreeable definitive transaction documents and certain other conditions contained in the Letter. Other conditions to closing would include, without limitation, regulatory approvals. No assurances can be given that any transaction will be consummated, whether on the terms outlined in the Letter or at all.

The foregoing summary does not purport to be or contain a complete description of the Letter, a copy of which is filed as Exhibit 99.3 to this Amendment No. 3 and incorporated herein by this reference.

Other than as described above, the Reporting Persons have no plans or proposals which relate to or would result in any of the events described in (a) through (j) of Item 4, except as described herein and as follows. The Reporting Persons are continually reviewing their interest in the Registrant. Depending upon (i) the Registrant’s businesses, assets and prospects and the outcome of discussions with the Board regarding a potential acquisition, (ii) other plans and requirements of the Reporting Persons, (iii) general economic conditions and overall market conditions and the ability of the Reporting Persons to carry out transactions without liability under Section 16 of the Securities and Exchange Act, (iv) the price at which shares of Common Stock are available for sale, and (v) availability of alternative investment opportunities and the Reporting Persons’ investment strategy at the time, the Reporting Persons may seek to pursue the potential acquisition with the Registrant or to not pursue the potential acquisition and instead decrease their holdings of Common Stock, and may seek to engage in communications with management or the Board of Directors of the Registrant or with other stockholders of the Registrant concerning the Issuer’s businesses, prospects, operations, strategy, personnel, directors, ownership and capitalization, and either individually or together with others may make additional proposals with respect to the Registrant that may involve one or more of the types of transactions specified in clauses (a) through (j) of Item 4 of Schedule 13D.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: April 13, 2020