SEC Comment Letter for BROADWAY FINANCIAL CORP \DE\ (BYFC) (CIK 0001001171) (BYFC) — Jun 19, 2020
BROADWAY FINANCIAL CORP \DE\ (BYFC) (CIK 0001001171)
Date: June 19, 2020 · CIK: 0001001171 · Accession: 0000000000-20-005499
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Letter
June 19 , 2020 Via E -mail Gary Simon , Esq. Hughes Hubbard & Reed LLP One Battery Park Plaza, 12th Floor New York, NY 10004 Amendment No. 5 to Schedule 13D Filed May 29, 2020 by The Capital Corps , LLC et al. File No. 005 -46823
Re: Broadway Financial Corporation PRRN 14A Revised Preliminary Proxy Statement on Schedule 14A Filed June 18, 2020 by The Capital Corps , LLC et al. File No. 001 -39043
Dear Mr. Simon :
We have reviewed the above -captioned filing s and your response dated June 18, 2020. We have the following comment.
Amendment No. 5 to Schedule 13D
1. We have considered your response to comment 8 and are unable to agree with your assertion that the participants have “ not engaged in any solicitation .” Please note that a solicitation is not predicated on a party filing a definitive proxy statement. Rather, a solicitation includes the furnishing of a communication to security holders under circumstances reasonably calculated to result in the procurement, withholding or revocation of a proxy. See Rule 14a- 1(l)(1)(iii) .
* * * Please direct any questions to me at (202) 551 -7951. You may also contact Perry Hindin , Special Counsel, at (202) 551 -3444 .
Sincerely,
/s/ Joshua Shainess
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June 19 , 2020
Via E -mail
Gary Simon , Esq.
Hughes Hubbard & Reed LLP
One Battery Park Plaza, 12th Floor
New York, NY 10004
Re: Broadway Financial Corporation
PRRN 14A Revised Preliminary Proxy Statement on Schedule 14A
Filed June 18, 2020 by The Capital Corps , LLC et al.
File No. 001 -39043
Amendment No. 5 to Schedule 13D
Filed May 29, 2020 by The Capital Corps , LLC et al.
File No. 005 -46823
Dear Mr. Simon :
We have reviewed the above -captioned filing s and your response dated June 18, 2020.
We have the following comment.
Amendment No. 5 to Schedule 13D
1. We have considered your response to comment 8 and are unable to agree with your assertion
that the participants have “ not engaged in any solicitation .” Please note that a solicitation is
not predicated on a party filing a definitive proxy statement. Rather, a solicitation includes
the furnishing of a communication to security holders under circumstances reasonably
calculated to result in the procurement, withholding or revocation of a proxy. See Rule 14a-
1(l)(1)(iii) .
* * *
Please direct any questions to me at (202) 551 -7951. You may also contact Perry Hindin ,
Special Counsel, at (202) 551 -3444 .
Sincerely,
/s/ Joshua Shainess
Joshua Shainess
Special Counsel
Office of Mergers and Acquisitions