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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 30, 2024
FIRST FOUNDATION INC.
(Exact name of registrant as specified in its charter)
| Delaware |
001-36461 |
20-8639702 |
|
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification Number) |
| 200
Crescent Court, Suite 1400 |
|
|
| Dallas, Texas |
|
75201 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
(469) 638-9636
(Registrant’s Telephone Number,
Including Area Code)
N/A
(Former name or former address, if changed since
last report.)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock |
|
FFWM |
|
New York Stock Exchange |
Indicate by check mark whether the registrant is an
emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
¨
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 3.03 | Material Modification to Rights of Security Holders. |
The information
set forth in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers. |
On October
1, 2024, Ulrich E. Keller, Jr. resigned from his position as Executive Chairman of First Foundation Advisors, a wholly-owned subsidiary
of First Foundation Inc. (the “Company”). Mr. Keller will continue to serve as a Senior Managing Director of First Foundation
Advisors.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The
Company held a Special Meeting of Stockholders on September 30, 2024 (the “Special Meeting”). At the Special Meeting, the
Company’s stockholders (the “Stockholders”) approved an amendment to the Company’s Certificate of Incorporation
(the “Amendment”) to amend Article IV of the Certificate of Incorporation to increase the number of authorized shares of common
stock, par value $0.001 per share, of the Company (“common stock”) from 100,000,000 to 200,000,000. The Amendment, which was
filed with the Secretary of State of the State of Delaware and was effective on September 30, 2024, is filed as Exhibit 3.1 to this Current
Report on Form 8-K.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At
the Special Meeting on September 30, 2024, the Stockholders voted on the proposals listed below, each of which was described in the Company’s
definitive proxy statement for the Special Meeting (the “Proxy Statement”):
| 1. | To approve and adopt an amendment to the Company’s Certificate
of Incorporation, as amended, to increase the number of authorized shares of common stock from 100,000,000 shares to 200,000,000 shares
(the “Authorized Share Amendment Proposal”); |
| 2. | To approve the issuance of shares of common stock in connection
with the July 2024 Capital Raise (as defined in the Proxy Statement) pursuant to New York Stock Exchange listing rules (the “Share
Issuance Proposal”); and |
| 3. | To adjourn the Special Meeting, if necessary or appropriate, to
solicit additional proxies if, immediately prior to such adjournment, sufficient votes to approve the Authorized Share Amendment Proposal
and the Share Issuance Proposal have not been obtained by the Company (the “Adjournment Proposal”). |
Each Stockholder of record
is entitled to one vote per share of common stock. As of the close of business on August 5, 2024, the record date for the Special Meeting,
there were a total of 67,852,058 shares of common stock issued and outstanding, constituting all of the outstanding voting securities
of the Company. Present at the Special Meeting, either in person or by proxy, were holders of 49,155,273 shares of common stock, constituting
a quorum. Set forth below are the final voting results:
Proposal No. 1 – Approve
and Adopt the Authorized Share Amendment Proposal
| Votes For |
|
Votes Against |
|
Abstain |
|
Broker Non-Votes |
| 44,066,184 |
|
4,958,268 |
|
130,821 |
|
0 |
The Stockholders voted to approve the Authorized
Share Amendment Proposal.
Proposal No. 2 – Approve
the Share Issuance Proposal
| Votes For |
|
Votes Against |
|
Abstain |
|
Broker Non-Votes |
| 37,433,786 |
|
5,149,195 |
|
140,227 |
|
0 |
The Stockholders voted to approve the Share Issuance
Proposal.
Proposal No. 3 – Approve
the Adjournment Proposal
| Votes For |
|
Votes Against |
|
Abstain |
|
Broker Non-Votes |
| 45,077,343 |
|
4,062,935 |
|
14,995 |
|
0 |
The Stockholders voted to approve the
Adjournment Proposal. The Company received sufficient votes to approve the Authorized Share Amendment Proposal and Share Issuance Proposal
and, therefore, no adjournment of the Special Meeting was necessary to solicit additional proxies.
Item 7.01 Regulation FD Disclosure.
In light of the approval by
the Stockholders of the Authorized Share Amendment Proposal and the Share Issuance Proposal:
| · | The quarterly non-cumulative cash dividend (annual rate of 13%) and liquidation preference rights of the
Company’s Series A Noncumulative Convertible Preferred Stock (the “Series A Preferred Stock”) cease to apply. Shares
of Series A Preferred Stock (a) are now entitled to receive dividends at the same time and on the same terms as shares of common stock
in accordance with the Certificate of Designations for the Series A Preferred Stock, and (b) rank as equal to shares of common stock in
any liquidation of the Company. |
| · | All of the issued and outstanding shares of the Company’s Series B Noncumulative Convertible Preferred
Stock (the “Series B Preferred Stock”) automatically converted into shares of common stock as of the close of business on
October 2, 2024, in accordance with the terms of the Certificate of Designations for the Series B Preferred Stock. |
| · | The Company will not be required to issue any cash-settled warrants to the investors who participated
in the July 2024 Capital Raise (as defined in the Proxy Statement). |
As of the close of business
on October 2, 2024 (and giving effect to the conversion of shares of Series B Preferred Stock that occurred on that date), the number
of shares of common stock outstanding was 82,345,084 and the number of shares of Series A Preferred Stock outstanding was 29,811.
On October 3, 2024, the
Company issued a press release announcing the reclassification of certain multifamily loans from loans held for investment to loans
held for sale and the conversion of the Series B Preferred Stock. A copy of the press release is attached hereto as Exhibit 99.1.
The
information in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2)
of the Securities Act of 1933, as amended. The information contained in this Item 7.01, including Exhibit 99.1 attached hereto, shall
not be incorporated by reference into any filing with the SEC made by the Company, whether made before or after the date hereof, regardless
of any general incorporation language in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
FIRST FOUNDATION INC. |
| |
|
| Date: October 3, 2024 |
By: |
/s/ SCOTT F. KAVANAUGH |
| |
|
Scott F. Kavanaugh |
| |
|
Chief Executive Officer |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
FIRST FOUNDATION INC.
First Foundation Inc. (the
“Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware
(the “DGCL”), does hereby certify:
FIRST: Pursuant to Section 242
of the DGCL, this Certificate of Amendment to Certificate of Incorporation (the “Amendment”) amends certain provisions of
the Certificate of Incorporation of the Corporation, as currently in effect (the “Certificate”).
SECOND: This Amendment
has been approved and duly adopted by the Corporation’s Board of Directors and stockholders in accordance with the provisions of
Section 242 of the DGCL, and the provisions of the Certificate.
THIRD: Article IV
of the Certificate shall be amended and restated in its entirety to read as follows:
“The total number of
shares of stock that the Corporation shall have authority to issue is 205,000,000, consisting of the following:
A.
200,000,000 shares of Common Stock, par value $0.001 per share.
B.
5,000,000 shares of Preferred Stock, par value $0.001 per share, which may be issued from time to time in one or more series pursuant
to a resolution or resolutions providing for such issue duly adopted by the Board of Directors of the Corporation (the “Board of
Directors”), with the authority to do so being hereby expressly vested in the Board of Directors. The Board of Directors is further
authorized, subject to any limitations prescribed by law, but to the fullest extent permitted by law, to fix by resolution or resolutions
the designations, powers, preferences and rights of, and the qualifications, limitations or restrictions on, any wholly unissued series
of Preferred Stock including, without limitation, authority to fix by resolution or resolutions the dividend rights, dividend preferences,
dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price
or prices, liquidation preferences and relative, participating, optional or other rights of the shares of each such series and any qualifications,
limitations or restrictions thereof, and the number of shares constituting any such series and the designation thereof, or any of the
foregoing.
The Board of Directors is
further authorized, subsequent to the issuance of shares of any series of Preferred Stock then outstanding, to increase (but not above
the total number of authorized shares of the class) or decrease (but not below the number of shares of any such series then outstanding)
the number of shares of such series, the number of which was fixed by it, subject to the powers, preferences and rights, and the qualifications,
limitations and restrictions thereof stated in the Certificate of Incorporation or in the resolution of the Board of Directors originally
fixing the number of shares of such series. If the number of shares of any series is so decreased, then the shares constituting such decrease
shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series.
C.
Except as may otherwise be provided in this Certificate of Incorporation (including any certificate filed with the Secretary of
State of the State of Delaware establishing the terms of a series of Preferred Stock in accordance with Section B of this ARTICLE
IV) or by applicable law, each holder of Common Stock, as such, shall be entitled to one vote for each share of Common Stock held of record
by such holder on all matters on which stockholders generally are entitled to vote, and no holder of any series of Preferred Stock, as
such, shall be entitled to any voting powers in respect thereof.
D.
Subject to applicable law and the rights, if any, of the holders of any outstanding series of Preferred Stock, dividends may be
declared and paid on the Common Stock at such times and in such amounts as the Board of Directors in its discretion shall determine.
E.
Upon the dissolution, liquidation or winding up of the corporation, subject to the rights, if any, of the holders of any outstanding
series of Preferred Stock, the holders of the Common Stock shall be entitled to receive the assets of the corporation available for distribution
to its stockholders ratably in proportion to the number of shares held by them.”
FOURTH: The Amendment
shall be effective as of the date it is filed.
IN WITNESS WHEREOF, the Corporation
has caused this Certificate of Amendment to Certificate of Incorporation to be signed by a duly authorized officer of the Corporation
on this 30th day of September, 2024.
| |
FIRST FOUNDATION INC. |
| |
|
| |
By: |
/s/ Scott F. Kavanaugh |
| |
|
Scott F. Kavanaugh |
| |
|
Chief Executive Officer |
Exhibit 99.1
First Foundation Inc. Announces Reclassification
of $1.9 Billion of Multifamily Portfolio to Loans Held for Sale and Conversion of Series B Noncumulative Convertible Preferred Stock
to Common Stock
October 3, 2024
DALLAS, Texas --(BUSINESS
WIRE) -- First Foundation Inc. (“we,” “our,” “us,” “First Foundation” or the “Company”)
(NYSE: FFWM), a financial services company with two wholly owned operating subsidiaries, First Foundation Advisors and First Foundation
Bank, today announced the reclassification of a portion of its multifamily portfolio totaling $1.9 billion principal balance from loans
held to maturity to loans held for sale (the “Loan Reclassification”).
“Our decision
to transfer these multifamily loans to held for sale marks an important next step in the Company's strategic roadmap to fortify the balance
sheet and embrace a more offensive-minded posture,” said Scott F. Kavanaugh, CEO of First Foundation Inc. “We believe this
move will position the Company for a return to its historical profitability and performance levels. Based on recent Southern California-focused
multifamily transactions and renewed optimism for lower rates, we expect third quarter-end fair-value pricing to surpass 92% of the $1.9
billion principal balance. While the resulting write-down to fair value will meaningfully impact third-quarter earnings and will reduce
our ‘as converted’ tangible book value per share, we expect the move to provide the flexibility needed to work with credit-minded
counterparties in exploring a variety of options for securitizing or selling the loans and maximizing final execution pricing. Given
the relatively short time to repricing for this pool of loans, which is between two and a half and three years, we expect final pricing
to exceed currently estimated fair values.”
The Company also announced
today that, following its Special Meeting of Stockholders held on September 30, 2024, all of the issued and outstanding shares of the
Company’s Series B Noncumulative Convertible Preferred Stock (“Series B Preferred Stock”) issued by the Company on
July 8, 2024 in connection with its previously announced capital raise (the “July 2024 Capital Raise”) automatically converted
into an aggregate of 14,490,000 shares of common stock, par value $0.001 per share, of the Company (“Common Stock”) as of
the close of business on October 2, 2024.
Following this conversion,
the following securities of the Company were issued and outstanding as of the close of business on October 2, 2024: 82,345,084 shares
of Common Stock; 29,811 shares of the Company’s Series A Noncumulative Preferred Stock (“Series A Preferred Stock”
and, together with the Series B Preferred Stock, the “Preferred Stock”), each share of which is automatically convertible
into 1,000 shares of Common Stock in the event of a transfer by the holder thereof consistent with the rules and limitations of Regulation
Y and the Bank Holding Company Act of 1956, as amended, subject to certain limitations (a “Reg Y Transfer”), and all of which
shares of Series A Preferred Stock represent the right (on an as converted basis) to receive approximately 29,811,000 shares of
Common Stock; and net-settled warrants (the “Warrants”), which are not exercisable until January 5, 2025, affording the holder
thereof the right, until July 8, 2031, to purchase a total of 22,239 shares of a new class of non-voting, common-equivalent preferred
stock of the Company (“Series C NVCE Stock”), each share of which is convertible into 1,000 shares of Common Stock in
a Reg Y Transfer, and all of which shares of Series C NVCE Stock, upon issuance, will represent the right (on an as converted basis)
to receive 22,239,000 shares of Common Stock.
The following table
shows First Foundation’s pro forma tangible book value as of June 30, 2024, as adjusted to reflect the July 2024 Capital Raise
and the conversion of the shares of Series A Preferred Stock and Series B Preferred Stock into shares of Common Stock. The following
table does not reflect the Loan Reclassification, the issuance of Series C NVCE Stock upon exercise of the Warrants or the issuance of
Common Stock upon the conversion of Series C NVCE Stock.
Pro Forma Tangible
Book Value Per Share (unaudited)
| Shareholders’ Equity as of June 30, 2024: | |
| |
| (in thousands, except per share amounts and number of shares outstanding) | |
| | |
| Shareholders’ Equity | |
$ | 933,244 | |
| Less: Intangible Assets | |
| (4,222 | ) |
| Tangible Common Equity(1) | |
$ | 929,022 | |
| | |
| | |
| Add: July 2024 Capital Raise: | |
| | |
| Series A Preferred Equity | |
$ | 87,888 | |
| Series B Preferred Equity | |
| 42,719 | |
| Common Equity(2) | |
| 84,446 | |
| Total Equity from July 2024 Capital Raise | |
$ | 215,053 | |
| Total Tangible Common Equity (as adjusted) | |
$ | 1,144,075 | |
| | |
| | |
| Common Shares Outstanding as of June 30, 2024: | |
| 56,543,382 | |
| Common Shares Issued in the July 2024 Capital Raise and upon Conversion of Preferred Shares: | |
| | |
| Common Shares underlying the Series A Preferred Shares | |
| 29,811,000 | |
| Common Shares underlying the Series B Preferred Shares | |
| 14,490,000 | |
| Common Shares | |
| 11,308,676 | |
| Common Shares Outstanding (as adjusted)(3) | |
| 112,153,058 | |
| | |
| | |
| Pro Forma Tangible Book Value Per Share (as adjusted) | |
$ | 10.20 | |
| (1) | Non-GAAP financial measure |
| (2) | Includes common stock, additional
paid-in-capital and other non-preferred shareholders’ equity accounts |
| (3) | Excludes (a) 22,239,000 shares
of common stock issuable upon conversion of 22,239 shares of Series C Preferred Stock issuable upon exercise of the Warrants issued in
the July 2024 Capital Raise at the exercise price of $5,125 per preferred share and (b) the dilutive effect of 8,825 shares related to
restricted stock unit awards outstanding as of June 30, 2024. |
About First
Foundation
First Foundation
Inc. (NYSE: FFWM) and its subsidiaries offer personal banking, business banking, and private wealth management services, including investment,
trust, insurance, and philanthropy services. This comprehensive platform of financial services is designed to help clients at any stage
in their financial journey. The broad range of financial products and services offered by First Foundation are more consistent with those
offered by larger financial institutions, while its high level of personalized service, accessibility, and responsiveness to clients
is more aligned with community banks and boutique wealth management firms. This combination of an integrated platform of comprehensive
financial products and personalized service differentiates First Foundation from many of its competitors and has contributed to the growth
of its client base and business. Learn more at firstfoundationinc.com or connect with us on LinkedIn and Twitter.
Forward-Looking
Statements
This press release
includes forward-looking statements within the meaning of the “Safe-Harbor” provisions of the Private Securities Litigation
Reform Act of 1995, including forward-looking statements regarding our expectations and beliefs about the quarter-end fair-value pricing
of the loans transferred to held for sale, potential loans sales and our future financial performance, financial condition and plans.
Forward-looking statements often include words such as "believe," "expect," "anticipate," "intend,"
"plan," "estimate," "project," "outlook," or words of similar meaning, or future or conditional
verbs such as "will," "would," "should," "could," or "may." The forward-looking statements
in this press release are based on current information and on assumptions that we make about future events and circumstances that are
subject to a number of risks and uncertainties that are often difficult to predict and beyond our control. As a result of those risks
and uncertainties, our actual financial results and activities in the future could differ, possibly materially, from those expressed
in or implied by the forward-looking statements contained in this press release and could cause us to make changes to our future plans.
Those risks and uncertainties include, but are not limited to, the risk of incurring credit losses, which is an inherent risk of the
banking business; the quality and quantity of our deposits; adverse developments in the financial services industry generally such as
bank failures and any related impact on depositor behavior or investor sentiment; risks related to the sufficiency of liquidity; risk
that we will not be able to grow at historic rates or at all; the risk that we will not be able to access the securitization market or
otherwise sell loans on favorable or anticipated terms or at all; changes in general economic conditions, including real estate values,
either nationally or locally in the areas in which we conduct or will conduct our business; risks associated with changes in interest
rates, which could adversely affect our interest income, interest rate margins, and the value of our interest-earning assets, and therefore,
our future operating results; the risk that the performance of our investment management business or of the equity and bond markets could
lead clients to move their funds from or close their investment accounts with us, which would reduce our assets under management and
adversely affect our operating results; negative impacts of news or analyst reports about us or the financial services industry; the
impacts of inflation on us and our customers; results of examinations by regulatory authorities and the possibility that such regulatory
authorities may, among other things, limit our business activities or our ability to pay dividends, or impose fines, penalties or sanctions;
the risk that we may be unable or that our board of directors may determine that it is inadvisable to pay future dividends at historic
levels or at all; risks associated with changes in income tax laws and regulations; and risks associated with seeking new client relationships
and maintaining existing client relationships.
Additional information
regarding these and other risks and uncertainties to which our business and future financial performance are subject is contained in
our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and other documents we file with the SEC from time to time.
We urge readers of this report to review those reports and other documents we file with the SEC from time to time. Also, our actual financial
results in the future may differ from those currently expected due to additional risks and uncertainties of which we are not currently
aware or which we do not currently view as, but in the future may become, material to our business or operating results. Due to these
and other possible uncertainties and risks, readers are cautioned not to place undue reliance on the forward-looking statements contained
in this report, which speak only as of today's date, or to make predictions based solely on historical financial performance. We also
disclaim any obligation to update forward-looking statements contained in this report or in the above-referenced reports, whether as
a result of new information, future events or otherwise, except as may be required by law or NYSE rules.
Contacts
Investor contact:
Jamie Britton, CFO, jbritton@ff-inc.com, (949) 476-0300
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First Foundation (NYSE:FFWM)
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First Foundation (NYSE:FFWM)
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