Arnold & Porter advised Los Angeles-based Broadway Financial Corporation on its stock-for-stock merger of equals with Washington, DC-based CFBanc Corporation, as well as on its concurrent private placement in public equity (PIPE) offering and merger-related litigation. The firm's representation in these engagements led to a successful merger that created the country's largest Black-led commercial bank serving minority low- and moderate-income communities.
Broadway Financial's merger was announced in August 2020 and closed in April 2021. Its concurrent PIPE offering of its voting and nonvoting common stock will increase the capital base of the combined post-merger bank. The investors in the PIPE offering included affiliates of JPMorgan Chase Bank, Bank of America, Citibank, and Wells Fargo, which are the country's four largest commercial banks, as well as a number of leading regional bank holding companies and banks, including Ally Financial Inc., Banner Bank, First Republic Bank, Texas Capital Bancshares Inc., and Cedars Sinai Medical Center (Los Angeles). Arnold & Porter advised Broadway Financial on all aspects of both transactions and certain related litigation.
The Arnold & Porter team was led by senior counsel James Walther and partner Edward Deibert, who co-heads the firm's Mergers & Acquisitions practice. The team also included Corporate & Finance senior counsel Richard Baltz, counsel Eric Levine, and associates Eric An and Brandon Amon; Financial Services senior associate Anthony Raglani; Tax partner William Needle and senior associate Reuven Graber; Executive Compensation partner Jeffrey London and associate Kathryn Geoffroy; and Securities & Enforcement Litigation partner Aaron Miner, senior counsel Gil Serota, and senior associate Jane He.