Pacific Premier Bancorp, Inc. Announces Completion of Acquisition of First Associations Bank
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.