Pacific Premier Bancorp, Inc. Announces Completion of Acquisition of First Associations Bank
18 March 2013 - 9:00PM
Business Wire
Pacific Premier Bancorp, Inc. (NASDAQ: PPBI) (“Pacific Premier”
or the “Company”) today announced that, on Friday March 15, 2013,
it completed the acquisition of First Associations Bank (“FAB”), a
Dallas, Texas-based state chartered bank exclusively focused on
serving homeowners associations ("HOAs") and HOA management
companies nationwide. The acquisition of FAB is expected to add
approximately $375.7 million in assets and approximately $319.8
million in deposits.
Effective immediately, FAB will operate as a division of Pacific
Premier Bank. John Carona, FAB’s largest shareholder and director,
has been added as a director on the Boards of Directors of the
Company and Pacific Premier Bank.
Under the terms of the definitive agreement, FAB shareholders,
in exchange for their shares of FAB common stock, will be entitled
to receive an aggregate of $37.2 million in cash and 1,279,217
shares of Pacific Premier common stock. The value of the total deal
consideration was approximately $56.7 million, which includes $16.0
million of stock consideration (based on the closing stock price of
Pacific Premier common stock on March 15, 2013), $37.2 million of
cash consideration and $3.5 million of cash consideration to the
holders of FAB stock options and warrants.
“We are very pleased to complete our acquisition of FAB and
welcome its national roster of HOA-related clients to Pacific
Premier,” said Steven R. Gardner, President and Chief Executive
Officer of Pacific Premier Bancorp. “We have been actively
preparing for the integration of FAB into our operations over the
past several months, including solidifying relationships with its
largest customers, identifying additional banking talent that can
further build our HOA-related business, and repositioning our
balance sheet to take advantage of the liquidity and low-cost
deposit base provided by FAB. As a result of the upfront planning
we have done, we believe we are well positioned to quickly realize
the synergies projected from this transaction and also continue
growing our share of the national market for HOA banking services
in the coming years.”
On a pro forma combined basis with the FAB acquisition and the
proposed acquisition of San Diego Trust Bank, Pacific Premier is
expected to have total assets of $1.7 billion.
Advisors
Pacific Premier was advised in this transaction by D.A. Davidson
& Co., as financial advisor and Patton Boggs LLP, as legal
counsel. FAB was advised by SAMCO Capital Markets, as financial
advisor and Haynie Rake & Repass, P.C., as legal counsel.
About Pacific Premier Bancorp,
Inc.
Pacific Premier owns all of the capital stock of Pacific Premier
Bank. Pacific Premier Bank provides business and consumer banking
products to its customers through our ten full-service depository
branches in Southern California located in the cities of Huntington
Beach, Irvine, Los Alamitos, Newport Beach, Palm Desert, Palm
Springs, San Bernardino and Seal Beach and one branch office in
Dallas, Texas. For additional information about the Company, visit
the Company’s website at www.ppbi.com.
Forward Looking
Statements
The statements contained herein that are not historical facts
are forward-looking statements based on management's current
expectations and beliefs concerning future developments and their
potential effects on the Company. Such statements involve inherent
risks and uncertainties, many of which are difficult to predict and
are generally beyond the control of the Company. There can be no
assurance that future developments affecting the Company will be
the same as those anticipated by management. The Company cautions
readers that a number of important factors could cause actual
results to differ materially from those expressed in, or implied or
projected by, such forward-looking statements. These risks and
uncertainties include, but are not limited to, the following: the
strength of the United States economy in general and the strength
of the local economies in which the Company conducts operations;
the effects of, and changes in, trade, monetary and fiscal policies
and laws, including interest rate policies of the Board of
Governors of the Federal Reserve System; inflation, interest rate,
market and monetary fluctuations; the timely development of
competitive new products and services and the acceptance of these
products and services by new and existing customers; the
willingness of users to substitute competitors’ products and
services for the Company’s products and services; the impact of
changes in financial services policies, laws and regulations;
technological changes; the effect of acquisitions that the Company
may make, if any, including, without limitation, the failure to
achieve the expected revenue growth and/or expense savings from
such acquisitions; changes in the level of the Company’s
nonperforming assets and charge-offs; oversupply of inventory and
continued deterioration in values of California real estate, both
residential and commercial; the effect of changes in accounting
policies and practices, as may be adopted from time-to-time by bank
regulatory agencies, the Securities and Exchange Commission, the
Public Company Accounting Oversight Board, the Financial Accounting
Standards Board or other accounting standards setters; possible
other-than-temporary impairments of securities held by the Company;
the impact of current governmental efforts to restructure the U.S.
financial regulatory system; changes in consumer spending,
borrowing and savings habits; the effects of the Company’s lack of
a diversified loan portfolio, including the risks of geographic and
industry concentrations; ability to attract deposits and other
sources of liquidity; changes in the financial performance and/or
condition of the Company’s borrowers; changes in the competitive
environment among financial and bank holding companies and other
financial service providers; unanticipated regulatory or judicial
proceedings; and the Company’s ability to manage the risks involved
in the foregoing.
The Company specifically disclaims any obligation to update any
factors or to publicly announce the result of revisions to any of
the forward-looking statements included herein to reflect future
events or developments.
Notice to San Diego Trust Bank
Shareholders
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. In connection with the proposed acquisition
transaction, a registration statement on Form S-4 will be filed
with the U.S. Securities and Exchange Commission (“SEC”) by Pacific
Premier. The registration statement will contain a proxy
statement/prospectus to be distributed to the shareholders of San
Diego Trust Bank in connection with their vote on the acquisition.
SHAREHOLDERS OF SAN DIEGO TRUST BANK ARE ENCOURAGED TO READ THE
REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH
THE SEC, INCLUDING THE PROXY STATEMENT/PROSPECTUS THAT WILL BE PART
OF THE REGISTRATION STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED ACQUISITION. The final proxy
statement/prospectus will be mailed to shareholders of San Diego
Trust Bank. Investors and security holders will be able to obtain
the documents free of charge at the SEC's website, www.sec.gov. In
addition, documents filed with the SEC by Pacific Premier will be
available free of charge by (1) accessing Pacific Premier’s website
at www.ppbi.com under the “Investor Relations” link and then under
the heading “SEC Filings,” (2) writing Pacific Premier at 17901 Von
Karman Avenue, Suite 1200, Irvine, CA 92614, Attention: Investor
Relations or (3) writing San Diego Trust Bank at 2550 Fifth Avenue,
Suite 1010, San Diego, CA 92103, Attention: Corporate
Secretary.
The directors, executive officers and certain other members of
management and employees of Pacific Premier may be deemed to be
participants in the solicitation of proxies in favor of the
acquisition from the shareholders of San Diego Trust Bank.
Information about the directors and executive officers of Pacific
Premier is included in the annual report on Form 10-K, which was
filed with the SEC on March 14, 2013. The directors, executive
officers and certain other members of management and employees of
San Diego Trust Bank may also be deemed to be participants in the
solicitation of proxies in favor of the acquisition from the
shareholders of San Diego Trust Bank. Information about the
directors and executive officers of San Diego Trust Bank will be
included in the proxy statement/prospectus for the acquisition.
Additional information regarding the interests of those
participants and other persons who may be deemed participants in
the transaction may be obtained by reading the proxy
statement/prospectus regarding the proposed acquisition when it
becomes available. Free copies of this document may be obtained as
described in the preceding paragraph.
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