PACIFIC PREMIER BANCORP INC (PPBI) SPO
|Company Name||PACIFIC PREMIER BANCORP INC|
|Company Address||17901 VON KARMAN AVE
IRVINE, CA 92614
|CEO||Steven R. Gardner|
|Employees (as of 12/31/2011)||149|
|State of Inc||DE|
|Fiscal Year End||2/29|
|Exchange||Nasdaq National Market|
|Shares Over Alloted||0|
|Shareholder Shares Offered||--|
|Lockup Period (days)||180|
|Quiet Period Expiration||1/15/2013|
The net proceeds to us from the sale of the common stock offered, after deducting underwriting discounts and commissions and estimated offering expenses, will be approximately $30.88 million. If the underwriters exercise their over-allotment option in full, we estimate that our net proceeds will be approximately $35.56 million. We intend to use the net proceeds of this offering for general corporate purposes, to support our ongoing and future anticipated growth and to augment the capitalization of Pacific Premier Bank. The consummation of the FAB acquisition is not contingent on raising capital in this offering.
The banking business in California, in general, and specifically in our market areas, is highly competitive with respect to virtually all products and services. The industry continues to consolidate, and unregulated competitors have entered banking markets with focused products targeted at highly profitable customer segments. Many largely unregulated competitors are able to compete across geographic boundaries, and provide customers increasing access to meaningful alternatives to nearly all significant banking services and products. These competitive trends are likely to continue. The banking business is largely dominated by a relatively small number of major banks with many offices operating over a wide geographical area. These banks have, among other advantages, the ability to finance wide-ranging and effective advertising campaigns and to allocate their resources to regions of highest yield and demand. Many of the major banks operating in the area offer certain services that we do not offer directly but may offer indirectly through correspondent institutions. By virtue of their greater total capitalization, such banks also have substantially higher lending limits than those of the Company. In addition to other local community banks, our competitors include commercial banks, savings banks, credit unions, and numerous non-banking institutions, such as finance companies, leasing companies, insurance companies, brokerage firms and investment banking firms. In recent years, increased competition has also developed from specialized finance and non-finance companies that offer wholesale finance, credit card, and other consumer finance services, including on-line banking services and personal financial software. Strong competition for deposit and loan products affects the rates of those products, as well as the terms on which they are offered to customers. Mergers between financial institutions have placed additional pressure on banks within the industry to streamline their operations, reduce expenses, and increase revenues to remain competitive. Technological innovations have also resulted in increased competition in the financial services market. Such innovation has, for example, made it possible for non-depository institutions to offer customers automated transfer payment services that previously were considered traditional banking products. In addition, many customers now expect a choice of delivery systems and channels, including telephone, mail, home computer, ATMs, self-service branches, and/or in-store branches. The sources of competition in such products include commercial banks, as well as credit unions, brokerage firms, money market and other mutual funds, asset management groups, finance and insurance companies, internet-only financial intermediaries and mortgage banking firms. In order to compete with these other institutions, the Company primarily relies on local promotional activities, personal relationships established by officers, directors and employees of the Company and specialized services tailored to meet the individual needs of the Company’s customers.
We are a California-based bank holding company for Pacific Premier Bank, a California-chartered commercial bank. We conduct business throughout Southern California from our ten locations in the cities of San Bernardino, Seal Beach, Huntington Beach, Los Alamitos, Irvine, Newport Beach, Palm Springs
and Palm Desert, California. We provide banking services within our targeted markets in Southern California to businesses, professionals, real estate investors and non-profit organizations, as well as consumers in the communities we serve. Through our branches and our Internet website at www.ppbi.com, we offer a broad array of deposit and loan products and services for both businesses and consumer customers. As of September 30, 2012, we had, on a consolidated basis, total assets of $1.1 billion, total stockholders' equity of $99.9 million and total deposits of $895.9 million. --- On October 15, 2012, we signed a definitive agreement, or the merger agreement, providing for the acquisition of First Associations Bank, or FAB. FAB is a Texas-chartered bank that was established in 2007 and is headquartered in Dallas, Texas. FAB operates a unique business model that is exclusively focused on providing deposit and other services to homeowners associations, or HOAs, and HOA management companies nationwide. In providing the deposit services to HOAs and HOA management companies, FAB utilizes online technology tools that provide HOA management companies the ability to streamline their operations through data integration and seamless information reporting to their HOAs. FAB's deposit and treasury management products for HOAs include web based funds management, online automated clearing house, or ACH, services, online homeowner payment options, integrated third party lockbox services and remote deposit capture. Although FAB's primary business is providing deposit-related services, FAB also offers term loans for projects undertaken by an HOA and lines of credit for short term or seasonal needs of HOAs. FAB does not accept retail or consumer deposits or provide other lending or more traditional banking services to consumers or other types of commercial customers. In addition to its headquarters located in Dallas, FAB has a loan office in Connecticut from which it solicits HOA banking business. At September 30, 2012, FAB had total assets of $356.2 million, which was comprised of investment securities of $313.9 million and total net loans of $18.6 million, total stockholders' equity of $45.9 million and total deposits of $305.5 million. We believe that there will be substantial synergies with FAB's deposit funding model and Pacific Premier Bank's commercial banking business model, because the HOA customer base will provide a valuable source of long-term core deposits that will support the growth of our commercial lending activities. Pacific Premier Bank's financial strength and resources will also enable FAB's business to develop additional technological solutions to further benefit and service the HOA market throughout the United States. If the acquisition is consummated, we plan to operate FAB as a separate division of Pacific Premier Bank, which will allow FAB's existing customers to continue to receive the same excellent customer service and products without disruption. FAB has historically relied on its relationship with Associations, Inc., or Associa, to generate HOA deposits. Associa is a holding company that owns 56 HOA management companies that specialize in providing management and related services for HOAs located throughout the United States. At September 30, 2012, approximately 87% of the HOA deposits held by FAB were derived from its relationship with Associa. We will continue to rely on the relationship with Associa following the consummation of the FAB acquisition to solicit HOA deposits, which relationship is governed by a Depository Services Agreement dated October 1, 2011, as amended, or the Depository Services Agreement. We also expect that upon consummation of the proposed acquisition of FAB, John Carona, a current director of FAB and the chief executive officer and majority owner of Associa, will be appointed to the boards of directors of Pacific Premier and Pacific Premier Bank. ----- We recently relocated our principal executive offices to 17901 Von Karman Ave., Suite 1200, Irvine, California 92614 and our telephone number is (714) 431-4000. Our Internet address is www.ppbi.com.
|Auditor||Vavrinek, Trine, Day and Co., LLP|
|Company Counsel||Patton Boggs LLP|
|Lead Underwriter||D.A. Davidson and Co|
|Lead Underwriter||Raymond James and Associates, Inc|
|Lead Underwriter||Raymond James and Associates, Inc.|
|Transfer Agent||American Stock Transfer & Trust Company, LLC|
|Underwriter Counsel||Bingham McCutchen LLP|
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