Pacific Premier Bancorp, Inc. Announces Completion of Acquisition of Grandpoint Capital, Inc.
July 02 2018 - 6:00AM
Business Wire
Pacific Premier Bancorp, Inc. (NASDAQ: PPBI) (the “Company”),
the holding company of Pacific Premier Bank (the “Bank”), announced
today that it has completed the acquisition, effective as of July
1, 2018, of Grandpoint Capital, Inc. (OTC Market Group Pink Sheets:
GPNC) (“Grandpoint”), the holding company of Grandpoint Bank, a
California-chartered banking corporation headquartered in Los
Angeles, California.
Pursuant to the terms of the merger agreement between the
Company and Grandpoint, each share of Grandpoint common stock was
converted into the right to receive 0.4750 shares of Company common
stock. The value of the total deal consideration was approximately
$629.2 million, which is based upon the closing price of the
Company’s common stock on June 29, 2018, the last trading day prior
to the closing, and includes approximately $28.0 million of
aggregate cash consideration payable to holders of unexercised
options exercisable for shares of Grandpoint common stock.
Steven R. Gardner, Chairman, President and Chief Executive
Officer of the Company, commented, “We are pleased to welcome the
clients, employees and stockholders of Grandpoint. We believe our
strategic combination creates one of the strongest commercial banks
in California, with significant opportunities to provide a wider
array of products and services to our clients while continuing to
expand our market share. This transaction enables us to enter
attractive markets in Arizona and Washington, which further
enhances our opportunities to expand the Pacific Premier franchise
in the years ahead.”
Mr. Gardner added, “We are excited to be able to complete this
transaction, the largest in the Company’s history, in just over
four months after announcement. We have already made significant
progress in integrating the two organizations and we expect to
complete the system conversion in October. We expect this will
result in a smooth transition for our clients and employees, and
enable us to quickly begin realizing the benefits that drive
shareholder value.”
With the addition of Grandpoint, on a pro forma combined basis,
the Company would have total assets of approximately $11.6 billion,
total loans outstanding of approximately $8.6 billion and total
deposits of approximately $8.6 billion as of March 31, 2018
(unaudited).
Advisors
Raymond James & Associates, Inc. acted as financial advisor
to the Company in the transaction and delivered a fairness opinion
to the Board of Directors of the Company. Holland & Knight LLP
served as legal counsel to the Company. Keefe, Bruyette &
Woods, Inc. acted as financial advisor to Grandpoint in the
transaction and delivered a fairness opinion to the Board of
Directors of Grandpoint. Sullivan & Cromwell LLP served as
legal counsel to Grandpoint.
About Pacific Premier Bancorp, Inc.
The Company is the holding company for Pacific Premier Bank, one
of the largest banks headquartered in Southern California with
approximately $11.6 billion in assets. Pacific Premier Bank is a
business bank primarily focused on serving small and middle market
businesses in the counties of Orange, Los Angeles, Riverside, San
Bernardino, San Diego, San Luis Obispo and Santa Barbara,
California, as well as markets in the states of Nevada, Arizona and
Washington. Through its more than 40 depository branches, Pacific
Premier Bank offers a diverse range of lending products including
commercial, commercial real estate, construction, and SBA loans, as
well as specialty banking products for homeowners associations and
franchise lending nationwide.
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 including, without limitation,
statements regarding the Company's growth, management of growth
related expense and the impact of acquisitions. 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
we conduct 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 (including the Dodd-Frank Wall Street Reform and
Consumer Protection Act and the Economic Growth, Regulatory Relief
and Consumer Protection Act) and of governmental efforts to
restructure the U.S. financial regulatory system; 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 its
acquisitions; changes in the level of the Company’s nonperforming
assets and charge-offs; any oversupply of inventory and
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 (“SEC”), the
Public Company Accounting Oversight Board, the Financial Accounting
Standards Board or other accounting standards setters; possible
other-than-temporary impairment of securities held by us; 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 our 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. Additional factors that could cause
actual results to differ materially from those expressed in the
forward-looking statements are discussed in the 2017 Annual Report
on Form 10-K of Pacific Premier Bancorp, Inc. filed with the SEC
and available at the SEC’s Internet site (http://www.sec.gov).
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.
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version on businesswire.com: https://www.businesswire.com/news/home/20180702005306/en/
Pacific Premier Bancorp, Inc.Steven R. GardnerChairman,
President and CEO949-864-8000orRonald J. Nicolas, Jr.Senior
Executive Vice President & CFO949-864-8000
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