Castle Creek leads private placement for CFBank parent company

Central Federal Corporation, the parent company of CFBank, is raising up to $25 million in a private placement. Castle Creek Capital is the lead investor. Sandler O’Neill & Partners is the sole placement agent on the transaction.

PRESS RELEASE

WORTHINGTON/COLUMBUS, Ohio, Oct. 28, 2019 /PRNewswire/ — Central Federal Corporation (NASDAQ: CFBK) (the “Company”), the parent of CFBank, National Association (“CFBank”), announced today that it has entered into an agreement to issue up to $25 million in common and convertible preferred stock in a private placement to institutional and other accredited investors.

An affiliate of Castle Creek Capital LLC (“Castle Creek”), a California-based private equity firm and leading investor in the financial institutions sector, is the lead institutional investor in the private placement. Following the closing of the private placement, Castle Creek is expected to own approximately 9.9% of the Company’s voting common stock and a significant portion of the new class of non-voting preferred stock.

The private placement is currently expected to close by November 1, 2019, subject to customary closing conditions. The Company intends to use the proceeds from the private placement to fund organic growth of CFBank, to support CFBank’s capital ratios and for general corporate purposes.

Sandler O’Neill & Partners, L.P. is the sole placement agent for the private placement. Vorys, Sater, Seymour and Pease LLP is serving as legal counsel to the Company and Holland & Knight is serving as legal counsel to the placement agent in connection with the private placement.

The common stock and preferred stock are being offered and sold in a private transaction and have not been and will not be registered under the Securities Act of 1933, as amended, or any state securities laws. Such securities may not be offered or sold absent registration under applicable securities laws or an applicable exemption from such registration. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any security and will not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.

About Central Federal Corporation and CFBank
Central Federal Corporation is a financial holding company that owns 100% of the stock of CFBank, National Association (CFBank), which was formed in Ohio in 1892 and converted from a federal savings association to a national bank on December 1, 2016. CFBank has a presence in four major metro Ohio markets – Columbus, Cleveland, Cincinnati and Akron- as well as its two branch locations in Columbiana County, Ohio. Also, in March 2019, CFBank opened a branch location in Blue Ash, Ohio, which is its second location in the Cincinnati market. CFBank provides personalized Business Banking products and services including commercial loans and leases, commercial and residential real estate loans and treasury management depository services. As a full service commercial bank, our business, along with our products and services, is focused on serving the banking and financial needs of closely held businesses. Our business model emphasizes personalized service, customer access to decision makers, quick execution, and the convenience of online internet banking, mobile banking, remote deposit and corporate treasury management. In addition, CFBank provides residential lending and full service retail banking services and products.