June 16, 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
PRRN14A Revised Preliminary Proxy Statement on Schedule 14A
Filed June 15, 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 filings and have the following
comments.
Revised Preliminary Proxy Statement on Schedule 14A
General
1. We note your response to prior comment 8 indicating that you have added
disclosure
regarding the lawsuit against Broadway Financial. However, no such
disclosure has been
included. Please revise to discuss these proceedings in accordance with
Instruction 4 to Item
103 of Regulation S-K.
Proposal #2, page 5
2. You state on page 6 that stockholders who return the gold card will not be
able to vote for
any of the Company's nominees, and accordingly "would only be voting for one
of the two
director seats." Please correct the quoted language given that such
representation is only true
if a stockholder votes "for" your nominee.
Voting Procedures, page 7
3. Refer to the third paragraph under Voting Procedures. Correct this
disclosure to remove the
implication that stockholders may "abstain" from voting in the director
election proposal.
Additionally, correct the reference to any votes being "withheld" with
respect to proposals 3,
4, and 5. Please ensure that the preliminary proxy statement and proxy card
include accurate
Gary Simon, Esq.
Hughes Hubbard & Reed LLP
June 16, 2020
Page 2
disclosure as to which proposals stockholders may abstain, withhold, or vote
"for" or
"against."
4. Please rectify the representation on page 4 that broker non-votes will not
count for purposes
of calculating whether a quorum is present with the disclosure on page 7
that broker non-
votes will be considered present for purposes of determining a quorum.
5. With a view toward reducing confusion for stockholders, please consolidate
the penultimate
and antepenultimate paragraphs on page 7, and remove the duplicative
disclosure.
Additional Information, page 10
6. Refer to prior comment 9. Advise us, with a view toward revised disclosure,
of the specific
line items of Schedule 14A that the participants intend to satisfy by
reference to Broadway
Financial's definitive proxy statement through reliance upon Rule 14a-5(c).
You must make
a clear reference to the particular document containing such information.
Form of Proxy
7. Refer to the following statement preceding proposal 1 on your form of proxy:
"By returning
this gold proxy card to vote for the election of Antonio Villaraigosa, you
will be
disenfranchised with respect to the remaining seat up for election at the
annual meeting." We
note, however, that stockholders may choose to return the gold card
withholding a vote from
your nominee. Accordingly, please revise to specify that a stockholder
returning the gold
card will be unable to vote for any of the Company's nominees.
Amendment No. 5 to Schedule 13D
8. We note your response to prior comment 15. In April 2020, you represented to
us that the
participants had declined to pursue the nomination of a candidate and would
not engage in a
solicitation. Please provide us with an analysis addressing why your
subsequent nomination
of a director candidate and your engagement in a solicitation does not
constitute a material
change within the meaning of Rule 13d-2. Refer to Item 4(d) of Schedule 13D.
* * *
Gary Simon, Esq.
Hughes Hubbard & Reed LLP
June 16, 2020
Page 3
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