ITEM 2.01.
COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On July 1, 2018, Pacific Premier Bancorp, Inc., a Delaware corporation (“PPBI”), completed its previously-announced merger (the “Merger”) with Grandpoint Capital, Inc., a Delaware corporation (“Grandpoint”), pursuant to an Agreement and Plan of Reorganization (the “Merger Agreement”), dated as of February 9, 2018, by and between PPBI and Grandpoint. At the effective time of the Merger, Grandpoint was merged with and into PPBI, with PPBI as the surviving corporation, which was immediately followed by the merger of Grandpoint’s wholly-owned bank subsidiary, Grandpoint Bank, with and into Pacific Premier Bank (“Pacific Premier”), the wholly-owned bank subsidiary of PPBI, with Pacific Premier as the surviving bank.
Pursuant to the terms of the Merger Agreement, each holder of Grandpoint voting common stock, $0.01 par value per share, and Grandpoint non-voting common stock, $0.01 par value per share, which are collectively referred to as “Grandpoint Common Stock,” has the right to receive 0.4750 of a share of PPBI common stock, par value $0.01 per share (“PPBI Common Stock”), for each share of Grandpoint Common Stock held immediately prior to the effective time of the Merger, with cash to be paid in lieu of fractional shares (the “Merger Consideration”). At the effective time of the Merger, all outstanding stock options of Grandpoint became fully vested and were cancelled and settled in cash, as provided for in the Merger Agreement. Each outstanding share of PPBI Common Stock remained outstanding and was unaffected by the Merger.
Pursuant to such terms, PPBI will issue approximately 15,758,089 shares of PPBI Common Stock valued at
$38.15 per share, which was the closing price of PPBI Common Stock on June 29, 2018, the last trading day prior to the consummation of the Merger. The value of the total transaction consideration was approximately $629.2 million, which included approximately $28.0 million in aggregate cash for fractional shares and consideration payable to holders of Grandpoint options in connection with the closing of the Merger.
The foregoing description of the transactions contemplated by the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, attached as Exhibit 2.1 to PPBI’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on February 12, 2018, and incorporated herein by reference.