Pacific Premier Bancorp, Inc. and San Diego Trust Bank Announce Merger Agreement
Pacific Premier Bancorp, Inc. (NASDAQ: PPBI) (“Pacific Premier” or the
“Company”) today announced that it has entered into a definitive
agreement to acquire San Diego Trust Bank (OTCBB: SDBK), a San Diego,
California, based state-chartered bank with $242.0 million in total
assets and $187.9 million in total deposits at December 31, 2012. This
transaction will expand Pacific Premier’s banking footprint into San
Diego County and is expected to further improve Pacific Premier’s
deposit mix.
Steven R. Gardner, President and Chief Executive Officer of Pacific
Premier commented, “This is an attractive opportunity for us to expand
into the San Diego marketplace with the acquisition of San Diego Trust
Bank, one of the top performing community banks in this market. We
believe San Diego is a logical extension for our franchise that will
allow us to continue to execute on our strategic plan. This acquisition
will enable us to introduce the Pacific Premier brand, products and
services into a new market with similar demographics to our current
footprint. Further, the transaction will provide us with significant
opportunities for synergies due to San Diego Trust Bank’s strong
relationship based business banking model.”
Mr. Gardner continued, “We are excited that San Diego Trust Bank has
agreed to join and grow with Pacific Premier. We see this as an exciting
opportunity for our combined shareholders, customers and employees. San
Diego Trust Bank’s existing customers will continue to receive the same
excellent customer service and products without disruption.
Additionally, the acquisition of San Diego Trust Bank will allow Pacific
Premier to deploy a portion of its current capital base into a
compelling investment. Lastly, we expect to be able to leverage the
strong core deposit franchise of San Diego Trust Bank with our robust
loan product offerings.”
“We are thrilled to announce this strategic partnership with Pacific
Premier,” said Michael Perry, Chairman, President and Chief Executive
Officer of San Diego Trust Bank. “Not only does this combination provide
our original shareholders with the opportunity to realize a meaningful
return on their initial capital investment of $12 million, it allows
them the opportunity to participate in the enhanced value created by the
collective efforts of our respective organizations,” he added. “Our
clients will benefit from the increased lending capacity as a result of
this merger and the broad array of financial services and products that
Pacific Premier currently offers. Most importantly, our valued clients
will continue to be served by the same exceptional team they have known
and trusted for years at San Diego Trust Bank. This is truly a situation
where our shareholders, clients, staff and the San Diego community
benefit greatly from the combined efforts and resources of two
exceptional banking institutions,” concluded Perry.
In connection with the signing of the definitive agreement, Pacific
Premier entered into an employment agreement with San Diego Trust Bank’s
current Chief Operating Officer Toby Reschan, which will become
effective upon consummation of the acquisition. Mr. Reschan will become
the senior executive for Pacific Premier in the San Diego region going
forward and will be responsible for overseeing the existing offices and
continued expansion. Michael E. Perry, San Diego Trust Bank's founder,
Chairman, President and Chief Executive Officer, will remain engaged as
a shareholder and supporter of the combined entity.
The transaction is currently valued at approximately $30.6 million. San
Diego Trust Bank shareholders will have a choice between electing to
receive $13.41 per share in cash or 1.114x shares of PPBI common stock
for each share of San Diego Trust Bank or a combination thereof, subject
to the overall requirement that 50% of the consideration will be in the
form of cash and 50% will be in the form of PPBI stock. The number of
shares of Pacific Premier common stock to be issued to San Diego Trust
Bank shareholders is based on a fixed exchange ratio provided that
Pacific Premier’s stock price remains between $10.83 and $13.24 as
measured by the 10-day average closing price immediately prior to
closing of the transaction. The value of the stock portion of
consideration will fluctuate based on the value of PPBI common stock. To
the extent the average closing price of Pacific Premier common stock is
outside this price range for Pacific Premier common stock, then the
exchange ratio will adjust to reflect the increase or decrease of
Pacific Premier common stock that is outside of this range.
On a pro forma combined basis with Pacific Premier’s pending acquisition
of First Associations Bank (“FAB”) and the proposed acquisition of San
Diego Trust Bank, Pacific Premier would have total assets of $1.7
billion, total loans outstanding of $1.0 billion and total deposits of
$1.4 billion as of December 31, 2012 (unaudited).
The transaction is expected to close late in the second quarter of 2013
or in the third quarter of 2013, subject to satisfaction of customary
closing conditions, including regulatory approvals and approval of San
Diego Trust Bank shareholders. Directors and executive officers of San
Diego Trust Bank have entered into agreements with Pacific Premier and
San Diego Trust Bank whereby they committed to vote their shares of San
Diego Trust Bank common stock in favor of the acquisition. For
additional information about the proposed acquisition of San Diego Trust
Bank, you should carefully read the definitive merger agreement that we
filed with the Securities and Exchange Commission (“SEC”) today.
Pacific Premier was advised in this transaction by D.A. Davidson & Co.,
as financial advisor, and Patton Boggs LLP, as legal counsel. San Diego
Trust Bank was advised by Keefe, Bruyette & Woods, Inc., as financial
advisor, and McKenna Long & Aldridge LLP, as legal counsel.
Conference Call: Wednesday, March 6 at 9:00
a.m. PT / 12:00 p.m. ET
Pacific Premier will hold a conference call regarding this announcement
on Wednesday, March 6, 2013 at 9:00 a.m. PT / 12:00 p.m. ET. Those
wishing to participate in the call may dial 877-941-6009; Conference ID
4605027. The investor presentation for this transaction can be accessed
at Pacific Premier’s website at www.ppbi.com.
A replay of the call will be available through March 13, 2013 by calling
800-406-7325 and entering Conference ID 4605027.
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. For additional information about the Company, visit the
Company’s website at www.ppbi.com.
About San Diego Trust Bank
Founded by several of San Diego’s most respected banking veterans and
business leaders in 2003, San Diego Trust Bank is dedicated to the
timeless principles of superior local market knowledge, unparalleled
service, and building exceptional shareholder value. San Diego Trust
Bank operates three full-service banking offices located in San Diego,
Encinitas and Point Loma, California. For additional information about
San Diego Trust Bank, visit its website at www.sandiegotrust.com.
Forward Looking Statements
This press release may contain forward-looking statements regarding
Pacific Premier, San Diego Trust Bank and the proposed acquisition.
These statements involve certain risks and uncertainties that could
cause actual results to differ materially from those in the
forward-looking statements. Such risks and uncertainties include, but
are not limited to, the following factors: the expected cost savings,
synergies and other financial benefits from the acquisition might not be
realized within the expected time frames or at all; governmental
approval of the acquisition may not be obtained or adverse regulatory
conditions may be imposed in connection with governmental approvals of
the acquisition; conditions to the closing of the acquisition may not be
satisfied; and the shareholders of San Diego Trust Bank may fail to
approve the consummation of the acquisition. Annualized, pro forma,
projected and estimated numbers in this press release are used for
illustrative purposes only, are not forecasts and may not reflect actual
results.
Pacific Premier and San Diego Trust Bank undertake no obligation to
revise or publicly release any revision or update to these
forward-looking statements to reflect events or circumstances that occur
after the date on which such statements were made.
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
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
proxy statement for its 2012 annual meeting of Pacific Premier
shareholders, which was filed with the SEC on April 16, 2012. 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.
Notice to First Associations 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 of FAB,
Pacific Premier filed a registration statement on Form S-4 (the
“Registration Statement”) with the SEC, which contains a proxy statement
of FAB and a prospectus of PPBI (collectively, the “proxy
statement/prospectus”). The Registration Statement was declared
effective on February 6, 2013. A definitive proxy statement/prospectus
has been filed with the SEC on February 7, 2013 and has been mailed to
the shareholders of FAB in connection with their vote on the acquisition
of FAB on or about February 8, 2013. SHAREHOLDERS OF FAB ARE ENCOURAGED
TO READ THE REGISTRATION STATEMENT AND THE DEFINITIVE PROXY
STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED WITH THE
SEC, AS WELL AS SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION OF FAB.
Investors and security holders will be able to obtain the definitive
proxy statement/prospectus and the other 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 PPBI’s website at www.ppbi.com
under the “Investor Relations” link and then under the heading “SEC
Filings,” (2) writing PPBI at 17901 Von Karman Ave., Suite 1200, Irvine,
California 92614, Attention: Investor Relations or (3) writing FAB at
12001 N. Central Expressway, Suite 1165, Dallas, Texas 75243, 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 proposed
acquisition from the shareholders of FAB. Information about the
directors and executive officers of Pacific Premier is included in the
definitive proxy statement/prospectus for the proposed acquisition of
FAB. The directors, executive officers and certain other members of
management and employees of FAB may also be deemed to be participants in
the solicitation of proxies in favor of the proposed acquisition from
the shareholders of FAB. Information about the directors and executive
officers of FAB is included in the definitive proxy statement/prospectus
for the proposed acquisition of FAB. 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
definitive proxy statement/prospectus regarding the proposed
acquisition. Free copies of this document may be obtained as described
in the preceding paragraph.