0000895345-21-000161.txt : 20210212 0000895345-21-000161.hdr.sgml : 20210212 20210211212949 ACCESSION NUMBER: 0000895345-21-000161 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20210212 DATE AS OF CHANGE: 20210211 GROUP MEMBERS: EJF DEBT OPPORTUNITIES GP, LLC GROUP MEMBERS: EJF DEBT OPPORTUNITIES II GP, LLC GROUP MEMBERS: EJF DEBT OPPORTUNITIES MASTER FUND II, LP GROUP MEMBERS: EJF DEBT OPPORTUNITIES MASTER FUND, L.P. GROUP MEMBERS: EMANUEL J. FRIEDMAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BROADWAY FINANCIAL CORP \DE\ CENTRAL INDEX KEY: 0001001171 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 954547287 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46823 FILM NUMBER: 21622231 BUSINESS ADDRESS: STREET 1: 5055 WILSHIRE BLVD STE 500 CITY: LOS ANGELES STATE: CA ZIP: 90036 BUSINESS PHONE: 3236341700 MAIL ADDRESS: STREET 1: 5055 WILSHIRE BLVD STE 500 CITY: LOS ANGELES STATE: CA ZIP: 90036 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EJF Capital LLC CENTRAL INDEX KEY: 0001353254 IRS NUMBER: 202815526 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 2107 WILSON BOULEVARD STREET 2: SUITE 410 CITY: ARLINGTON STATE: VA ZIP: 22201 BUSINESS PHONE: 703-875-0591 MAIL ADDRESS: STREET 1: 2107 WILSON BOULEVARD STREET 2: SUITE 410 CITY: ARLINGTON STATE: VA ZIP: 22201 SC 13G/A 1 ja13ga1-broadwayfinanc_ejf.htm
 
 

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