Pacific Premier Bancorp Announces Completion of Acquisition of San Diego Trust Bank
Pacific Premier Bancorp, Inc. (NASDAQ: PPBI) (the “Company”), the
holding company of Pacific Premier Bank (the “Bank”), announced that it
has completed the acquisition of San Diego Trust Bank (“SDTB”), a San
Diego based state-chartered bank. The acquisition was completed as of
the close of business on June 25, 2013.
Under the terms of the merger agreement, each share of SDTB common stock
was converted into the right to receive $13.41 per share in cash or
1.114x shares of Company common stock, 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 Company common stock. The
value of the total deal consideration was approximately $30.9 million,
which includes $14.4 million of cash consideration, $14.7 million of
stock consideration (based on the closing stock price of the Company’s
common stock on June 25, 2013) and $1.8 million of cash consideration to
the holders of SDTB stock options.
“We are very pleased to complete our acquisition of SDTB and welcome its
customers, employees and shareholders to Pacific Premier,” said Steven
R. Gardner, President and Chief Executive Officer of the Company. “We
are excited about extending our brand into the San Diego market, which
we believe will provide excellent opportunities to continue growing our
franchise. SDTB has built an attractive base of commercial customers and
they will continue to be served by the same exceptional team they have
known and trusted for years. Further, we will now be able to offer the
SDTB customers a more comprehensive banking experience with increased
lending capacity and a broader array of financial products and services.
We believe the synergies available through this transaction will have
positive benefits for SDTB customers, as well as the shareholders of the
combined bank.”
With the addition of SDTB, on a pro forma combined basis, the Company
would have total assets of approximately $1.6 billion, total loans
outstanding of approximately $983.5 million and total deposits of
approximately $1.4 billion as of March 31, 2013 (unaudited and excluding
purchase accounting adjustments).
Advisors
The Company was advised in this transaction by D.A. Davidson & Co., as
financial advisor, and Patton Boggs LLP, as legal counsel. SDTB was
advised by Keefe, Bruyette & Woods, Inc., as financial advisor, and
McKenna Long & Aldridge LLP, as legal counsel.
About Pacific Premier Bancorp, Inc.
The Company owns all of the capital stock of the Bank. The Bank provides
business and consumer banking products to its customers through our 13
full-service depository branches in Southern California located in the
cities of Encinitas, Huntington Beach, Irvine, Los Alamitos, Newport
Beach, Palm Desert, Palm Springs, San Bernardino, San Diego and Seal
Beach and one office in Dallas, Texas.
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.
Copyright Business Wire 2013