BROADWAY FINANCIAL CORPORATION (NASDAQ:BYFC) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
On December 21, 2016, Broadway Financial Corporation (the “Company”) entered into a Securities Purchase Agreement with the U.S. Treasury Department (the “Treasury Department”), First Republic Bank (“First Republic”) and the Broadway Federal Bank, f.s.b. Employee Stock Ownership Plan Trust (the “ESOP”) providing for the sale by the Treasury Department of an aggregate of 4,702,860 shares of the common stock of the Company, par value $.01 per share, having full voting rights (“Voting Common Stock”) owned by it to the Company, First Republic and the ESOP at a purchase price of $1.59 per share. The stock purchases provided for in the Securities Purchase Agreement were completed on December 22, 2016.
The Company purchased 2,374,716 of shares of Voting Common Stock to the Securities Purchase Agreement, First Republic purchased 834,465 of such shares and the ESOP purchased 1,493,679 of such shares. The purchase price set forth in the Securities Purchase Agreement was negotiated by the parties on the basis of the volume-weighted average trading price of the Common Stock on the Nasdaq Capital Market over the 20 trading days ending five days prior to the closing of the stock purchase transactions.
As a result of the sales of Voting Common Stock to the Securities Purchase Agreement and the additional transactions summarized below, the Treasury Department’s stock ownership in the Company was reduced from 47.40% of the Company’s Voting Common Stock to 29.35% of the Company’s pro forma total Voting Common Stock, and from 34.89% of the Company’s total shares (Voting Common Stock plus Non-Voting Common Stock) to 19.94% of the pro forma total shares.
Also on December 21, the Company entered into a Stock Purchase Agreement with First Republic to which the Company issued and sold 737,861 shares of its non-voting common stock, par value $.01 per share (“Non-Voting Common Stock”) to First Republic at a price of $1.59 per share, for an aggregate purchase price of $1,173,199. This transaction was completed on December 22, 2016 concurrently with those provided for in the Securities Purchase Agreement.
Concurrently with the Company’s repurchase of shares from the Treasury Department to the Securities Purchase Agreement, three existing stockholders of the Company exercised rights to exchange shares of Voting Common Stock for Non-Voting Common Stock or to sell a portion of their shares of Voting Common Stock to the Company, in each case to the extent necessary to maintain the stockholder’s ownership at or below certain percentages of the Company’s voting securities. These rights were negotiated by the respective stockholders in connection with the Company’s recapitalization transactions that were completed in August 2013 and October 2014. A total of 347,015 shares of Voting Common Stock were exchanged for an equal number of newly issued shares of Non-Voting Stock and 139,119 shares of Voting Common Stock were purchased by the Company at a price of $1.59 per share in these transactions.