Filing Details
- Accession Number:
- 0000895345-21-000161
- Form Type:
- 13G Filing
- Publication Date:
- 2021-02-11 21:29:49
- Filed By:
- EJF Capital
- Company:
- Broadway Financial Corp (NASDAQ:BYFC)
- Filing Date:
- 2021-02-12
- SEC Url:
- 13G Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| EJF Capital | 0 | 1,641,595 | 0 | 1,641,595 | 1,641,595 | 8.5% |
| Emanuel J. Friedman | 0 | 1,641,595 | 0 | 1,641,595 | 1,641,595 | 8.5% |
| EJF Debt Opportunities Master Fund | 0 | 1,418,574 | 0 | 1,418,574 | 1,418,574 | 7.4% |
| EJF Debt Opportunities GP | 0 | 1,418,574 | 0 | 1,418,574 | 1,418,574 | 7.4% |
| EJF Debt Opportunities Master Fund II | 0 | 223,021 | 0 | 223,021 | 223,021 | 1.2% |
| EJF Debt Opportunities II GP | 0 | 223,021 | 0 | 223,021 | 223,021 | 1.2% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
| Broadway Financial Corporation |
(Name of Issuer)
| Common Stock, par value $0.01 per share, voting |
(Title of Class of Securities)
| 111444105 |
(CUSIP Number)
| December 31, 2020 |
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required in 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).
| CUSIP No. 111444105 | 13G |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | | |||
| EJF Capital LLC | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||||
| (a)☐ | |||||
| (b)☒ | | | |||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Delaware | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
| 0 | | | |||
| | | ||||
| 6 | SHARED VOTING POWER | | | ||
| 1,641,595 | | | |||
| | | ||||
| 7 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 8 | SHARED DISPOSITIVE POWER | | | ||
| 1,641,595 | | | |||
| | | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 1,641,595 | | | |||
| | | ||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
| ☐ | | | |||
| | | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
| 8.5% (1) | | | |||
| | | ||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| IA | | | |||
| | | ||||
| (1) | Based upon 19,281,758 shares of voting common stock, par value $0.01 per share (“Common Stock”), outstanding as of December 31, 2020, as disclosed in Amendment No. 1 to the Issuer’s Form S-4 filed with
the U.S. Securities and Exchange Commission (“SEC”) on February 9, 2021. |
| CUSIP No. 111444105 | 13G |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | | |||
| Emanuel J. Friedman | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||||
| (a)☐ | |||||
| (b)☒ | | | |||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| United States | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
| 0 | | | |||
| | | ||||
| 6 | SHARED VOTING POWER | | | ||
| 1,641,595 | | | |||
| | | ||||
| 7 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 8 | SHARED DISPOSITIVE POWER | | | ||
| 1,641,595 | | | |||
| | | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 1,641,595 | | | |||
| | | ||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
| ☐ | | | |||
| | | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
| 8.5% (1) | | | |||
| | | ||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| IN | | | |||
| | | ||||
| (1) | Based upon 19,281,758 shares of Common Stock outstanding as of December 31, 2020, as disclosed in Amendment No. 1 to the Issuer’s Form S-4 filed with the SEC on February 9, 2021. |
| CUSIP No. 111444105 | 13G |
| NAMES OF REPORTING PERSONS | | | |||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | | |||
| EJF Debt Opportunities Master Fund, L.P. | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||||
| (a)☐ | |||||
| (b)☒ | | | |||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Cayman Islands | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
| 0 | | | |||
| | | ||||
| 6 | SHARED VOTING POWER | | | ||
| 1,418,574 | | | |||
| | | ||||
| 7 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 8 | SHARED DISPOSITIVE POWER | | | ||
| 1,418,574 | | | |||
| | | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 1,418,574 | | | |||
| | | ||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
| ☐ | | | |||
| | | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
| 7.4% (1) | | | |||
| | | ||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| PN | | | |||
| | | ||||
| (1) | Based upon 19,281,758 shares of Common Stock outstanding as of December 31, 2020, as disclosed in Amendment No. 1 to the Issuer’s Form S-4 filed with the SEC on February 9, 2021. |
| CUSIP No. 111444105 | 13G |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |||||
| EJF Debt Opportunities GP, LLC | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||||
| (a)☐ | |||||
| (b)☒ | | | |||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Delaware | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
| 0 | | | |||
| | | ||||
| 6 | SHARED VOTING POWER | | | ||
| 1,418,574 | | | |||
| | | ||||
| 7 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 8 | SHARED DISPOSITIVE POWER | | | ||
| 1,418,574 | | | |||
| | | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 1,418,574 | | | |||
| | | ||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
| ☐ | | | |||
| | | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
| 7.4%(1) | | | |||
| | | ||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| OO | | | |||
| | | ||||
| (1) | Based upon 19,281,758 shares of Common Stock outstanding as of December 31, 2020, as disclosed in Amendment No. 1 to the Issuer’s Form S-4 filed with the SEC on February 9, 2021. |
| CUSIP No. 111444105 | 13G |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |||||
| EJF Debt Opportunities Master Fund II, LP | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||||
| (a)☐ | |||||
| (b)☒ | | | |||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Cayman Islands | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
| 0 | | | |||
| | | ||||
| 6 | SHARED VOTING POWER | | | ||
| 223,021 | | | |||
| | | ||||
| 7 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 8 | SHARED DISPOSITIVE POWER | | | ||
| 223,021 | | | |||
| | | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 223,021 | | | |||
| | | ||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
| ☐ | | | |||
| | | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
| 1.2%(1) | | | |||
| | | ||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| PN | | | |||
| | | ||||
| (1) | Based upon 19,281,758 shares of Common Stock outstanding as of December 31, 2020, as disclosed in Amendment No. 1 to the Issuer’s Form S-4 filed with the SEC on February 9, 2021. |
| CUSIP No. 111444105 | 13G |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |||||
| EJF Debt Opportunities II GP, LLC | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||||
| (a)☐ | |||||
| (b)☒ | | | |||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Delaware | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
| 0 | | | |||
| | | ||||
| 6 | SHARED VOTING POWER | | | ||
| 223,021 | | | |||
| | | ||||
| 7 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 8 | SHARED DISPOSITIVE POWER | | | ||
| 223,021 | | | |||
| | | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 223,021 | | | |||
| | | ||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
| ☐ | | | |||
| | | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
| 1.2%(1) | | | |||
| | | ||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| OO | | | |||
| | | ||||
| (1) | Based upon 19,281,758 shares of Common Stock outstanding as of December 31, 2020, as disclosed in Amendment No. 1 to the Issuer’s Form S-4 filed with the SEC on February 9, 2021. |
Item 1. (a) Name of Issuer
Broadway Financial Corporation
Item 1. (b) Address of Issuer’s Principal Executive Offices
5055 Wilshire Boulevard, Suite 500
Los Angeles, California 90036
Item 2. (a) Name of Person Filing
This Amendment No. 1 to Schedule 13G is being filed on behalf of the following persons (the “Reporting Persons”)*:
(i) EJF Capital LLC;
(ii) Emanuel J. Friedman;
(iii) EJF Debt Opportunities Master Fund, L.P.;
(iv) EJF Debt Opportunities GP, LLC;
(v) EJF Debt Opportunities Master Fund II, LP; and
(vi) EJF Debt Opportunities II GP, LLC
*Attached as Exhibit A is a copy of an agreement among the Reporting Persons that this Amendment No. 1 to Schedule 13G is being filed on behalf of each of them.
Item 2. (b) Address of Principal Business Office or, if None, Residence
The address of the principal business office of each Reporting Person is:
2107 Wilson Boulevard
Suite 410
Arlington, VA 22201
Item 2. (c) Citizenship
See Item 4 of the attached cover pages.
Item 2. (d) Title of Class of Securities
Common Stock, par value $0.01 per share, voting (“Common Stock”)
Item 2. (e) CUSIP Number
111444105
Item3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
Not Applicable.
Item 4. Ownership
(a) Amount beneficially owned:
See Item 9 of the attached cover pages.
(b) Percent of class:
See Item 11 of the attached cover pages.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
See Item 5 of the attached cover pages.
(ii) Shared power to vote or to direct the vote:
See Item 6 of the attached cover pages.
(iii) Sole power to dispose or to direct the disposition:
See Item 7 of the attached cover pages.
(iv) Shared power to dispose or to direct the disposition:
See Item 8 of the attached cover pages.
Each of EJF Debt Opportunities Master Fund, L.P. and EJF Debt Opportunities Master Fund II, LP is the record owner of the shares of Common Stock shown on Item 9 of their respective
cover pages.
EJF Debt Opportunities GP, LLC serves as the general partner of EJF Debt Opportunities Master Fund, L.P. and as investment manager of an affiliate thereof, and may be deemed to share
beneficial ownership of the shares of Common Stock of which EJF Debt Opportunities Master Fund, L.P. is the record owner. EJF Debt Opportunities II GP, LLC serves as the general partner of EJF Debt Opportunities Master Fund II, LP and as
investment manager of an affiliate thereof, and may be deemed to share beneficial ownership of the shares of Common Stock of which EJF Debt Opportunities Master Fund II, LP is the record owner.
EJF Capital LLC is the sole member and manager of EJF Debt Opportunities GP, LLC and EJF Debt Opportunities II GP, LLC, and may be deemed to share beneficial ownership of the shares of
Common Stock of which EJF Debt Opportunities GP, LLC and EJF Debt Opportunities II GP, LLC may share beneficial ownership. Emanuel J. Friedman is the controlling member of EJF Capital LLC and may be deemed to share beneficial ownership of the
shares of Common Stock of which EJF Capital LLC may share beneficial ownership.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the
following [ ].
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not Applicable.
Item 7. 77Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
Not Applicable.
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
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: February 11, 2020
| EJF CAPITAL LLC | |||
| | By: | /s/ David Bell | |
| Name: David Bell | |||
| Title: General Counsel | |||
| EMANUEL J. FRIEDMAN | |||
| | By: | /s/ Emanuel J. Friedman | |
| Name: Emanuel J. Friedman | |||
| EJF DEBT OPPORTUNITIES MASTER FUND, L.P. | |||
| By: | EJF DEBT OPPORTUNITIES GP, LLC | ||
| Its: | General Partner | ||
| By: | EJF CAPITAL LLC | ||
| Its: | Manager and Sole Member | ||
| | By: | /s/ David Bell | |
| Name: David Bell | |||
| Title: General Counsel | |||
| EJF DEBT OPPORTUNITIES GP, LLC | |||
| By: | EJF CAPITAL LLC | ||
| Its: | Manager and Sole Member | ||
| | By: | /s/ David Bell | |
| Name: David Bell | |||
| Title: General Counsel | |||
| EJF DEBT OPPORTUNITIES MASTER FUND II, LP | |||
| By: | EJF DEBT OPPORTUNITIES II GP, LLC | ||
| Its: | General Partner | ||
| By: | EJF CAPITAL LLC | ||
| Its: | Manager and Sole Member | ||
| | By: | /s/ David Bell | |
| Name: David Bell | |||
| Title: General Counsel | |||
| EJF DEBT OPPORTUNITIES II GP, LLC | |||
| By: | EJF CAPITAL LLC | ||
| Its: | Manager and Sole Member | ||
| | By: | /s/ David Bell | |
| Name: David Bell | |||
| Title: General Counsel | |||
EXHIBIT A
The undersigned, EJF Capital LLC, a Delaware limited liability company, Emanuel J. Friedman, EJF Debt Opportunities Master Fund, L.P., an exempted limited partnership organized under the laws of the Cayman Islands,
EJF Debt Opportunities GP, LLC, a Delaware limited liability company, EJF Debt Opportunities Master Fund II, LP, an exempted limited partnership organized under the laws of the Cayman Islands, and EJF Debt Opportunities II GP, LLC, a Delaware
limited liability company, hereby agree and acknowledge that the information required by this Amendment No. 1 to Schedule 13G, to which this Agreement is attached as an exhibit, is filed on behalf of each of them. The undersigned further agree
that any further amendments or supplements thereto shall also be filed on behalf of each of them.
Dated: February 11, 2020
| EJF CAPITAL LLC | |||
| | By: | /s/ David Bell | |
| Name: David Bell | |||
| Title: General Counsel | |||
| EMANUEL J. FRIEDMAN | |||
| | By: | /s/ Emanuel J. Friedman | |
| Name: Emanuel J. Friedman | |||
| EJF DEBT OPPORTUNITIES MASTER FUND, L.P. | |||
| By: | EJF DEBT OPPORTUNITIES GP, LLC | ||
| Its: | General Partner | ||
| By: | EJF CAPITAL LLC | ||
| Its: | Manager and Sole Member | ||
| | By: | /s/ David Bell | |
| Name: David Bell | |||
| Title: General Counsel | |||
| EJF DEBT OPPORTUNITIES GP, LLC | |||
| By: | EJF CAPITAL LLC | ||
| Its: | Manager and Sole Member | ||
| | By: | /s/ David Bell | |
| Name: David Bell | |||
| Title: General Counsel | |||
| EJF DEBT OPPORTUNITIES MASTER FUND II, LP | |||
| By: | EJF DEBT OPPORTUNITIES II GP, LLC | ||
| Its: | General Partner | ||
| By: | EJF CAPITAL LLC | ||
| Its: | Manager and Sole Member | ||
| | By: | /s/ David Bell | |
| Name: David Bell | |||
| Title: General Counsel | |||
| EJF DEBT OPPORTUNITIES II GP, LLC | |||
| By: | EJF CAPITAL LLC | ||
| Its: | Manager and Sole Member | ||
| | By: | /s/ David Bell | |
| Name: David Bell | |||
| Title: General Counsel | |||