First Foundation Inc. (NYSE: FFWM) ("First Foundation" or the
"Company'') today announced the closing of its individual
investments aggregating to $228 million in the Company from
affiliates of Fortress Investment Group, Canyon Partners, Strategic
Value Bank Partners, North Reef Capital and other investors.
Scott F. Kavanaugh, President and CEO of the Company, stated,
"We want to thank all of our new investor partners for their effort
and significant confidence in First Foundation and our talented
employees. We very much look forward to building a top tier
regional bank and creating long term shareholder value.”
Transaction Details
First Foundation sold and issued (i) 11,308,676 shares of common
stock, par value $0.001 per share at a price per share of $4.10;
(ii) 29,811 shares of a new series of preferred stock, par value
$0.001 per share, designated as Series A Noncumulative Convertible
Preferred Stock; and (iii) 14,490 shares of a new series of
preferred stock, par value $0.001 per share, designated as Series B
Noncumulative Convertible Preferred Stock. In addition, investors
received seven-year warrants to purchase a new series of preferred
stock designated as Series C Non-Voting Common Equivalent
Stock.
Advisors
Jefferies LLC acted as exclusive financial advisor and sole
placement agent to First Foundation. Sheppard, Mullin, Richter
& Hampton LLP served as legal counsel to First Foundation.
Skadden, Arps, Slate, Meagher & Flom LLP served as legal
counsel to Fortress Investment Group. Cleary Gottlieb Steen &
Hamilton LLP served as legal counsel to Canyon Partners. Sullivan
& Cromwell LLP served as legal counsel to Jefferies LLC.
About First Foundation
Inc.
Headquartered in Texas, 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. At March 31, 2024, the
Company had $13.6 billion of assets, $10.1 billion of loans,
deposits of $10.6 billion, and total stockholders' equity of $929
million.
About Fortress Investment
Group
Fortress Investment Group LLC is a leading, highly diversified
global investment manager. Founded in 1998, Fortress manages $49.0
billion of assets under management as of March 31, 2024, on behalf
of approximately 2,000 institutional clients and private investors
worldwide across a range of credit and real estate, private equity
and permanent capital investment strategies.
About Canyon Partners
Founded in 1990, Canyon employs a deep value, credit intensive
approach across public and private corporate credit, structured
credit, and direct real estate lending and investing. The firm
seeks to capture excess returns available to those investors with
specialized expertise, rigorous research capabilities, and the
ability to underwrite complexity. Canyon invests on behalf of a
broad range of institutions globally. For more information visit:
www.canyonpartners.com.
About Strategic Value Bank
Partners
Strategic Value Bank Partners is an investment manager focused
on the community banking industry. Founded in 2015, Strategic Value
combines industry operating experience with the rigorous analysis
of an institutional investor. The firm invests across public and
private banks throughout the United States.
Forward-Looking
Statements
This press release may include forward-looking statements by the
Company pertaining to such matters as our goals, intentions, and
expectations regarding, among other things, the convertibility of
the shares of preferred stock and exercisability of the warrants
issued in connection with this capital raise transaction; the
Company’s seeking (and the Company’s ability to obtain) approval of
its stockholders of any necessary amendments of the Company’s
organizational documents or approvals of the issuance of shares of
common stock or preferred stock in connection with this capital
raise transaction; receipt of any required regulatory approvals or
non-objections in connection with this capital raise transaction or
the appointment of directors or senior management; revenues,
earnings, loan production, asset quality, capital levels, and
acquisitions, among other matters; our estimates of future costs
and benefits of the actions we may take; our assessments of
probable losses on loans; our assessments of interest rate and
other market risks; and our ability to achieve our financial and
other strategic goals.
Forward-looking statements are typically identified by such
words as “believe,” “expect,” “anticipate,” “intend,” “outlook,”
“estimate,” “forecast,” “project,” “should,” and other similar
words and expressions, and are subject to numerous assumptions,
risks, and uncertainties, which change over time. Additionally,
forward-looking statements speak only as of the date they are made;
the Company does not assume any duty, and does not undertake, to
update our forward-looking statements. Furthermore, because
forward-looking statements are subject to assumptions and
uncertainties, actual results or future events could differ,
possibly materially, from those anticipated in our statements, and
our future performance could differ materially from our historical
results.
The forward-looking statements in this 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 in the future could differ, possibly materially,
from those expressed in or implied by the forward-looking
statements contained in this 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
maintain growth at historic rates or at all; the risk that we will
not be able to access the securitization market on favorable terms
or at all; changes in general economic conditions, 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 margin, 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.
Important Information and Where You Can
Find It
This press release may be deemed to be solicitation material in
respect of the Requisite Stockholder Approvals. In connection with
the Requisite Stockholder Approval, First Foundation will file with
the SEC a preliminary proxy statement and a definitive proxy
statement, which will be sent to the stockholders of First
Foundation, seeking certain approvals related to the issuances of
shares of common stock issued under each investment agreement and
to be issued upon the conversion of shares of the preferred stock
issued under the investment agreements.
INVESTORS AND SECURITY HOLDERS OF FIRST FOUNDATION AND THEIR
RESPECTIVE AFFILIATES ARE URGED TO READ, WHEN AVAILABLE, THE PROXY
STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED
WITH THE SEC IN CONNECTION WITH THE TRANSACTION, AS WELL AS ANY
AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT FIRST FOUNDATION AND THE
TRANSACTION.
Investors and security holders will be able to obtain a free
copy of the proxy statement, as well as other relevant documents
filed with the SEC containing information about First Foundation,
without charge, at the SEC's website (http://www.sec.gov). Copies
of documents filed with the SEC by First Foundation can also be
obtained, without charge, by directing a request to Investor
Relations, First Foundation Inc., 18101 Von Karman Ave., Suite 750,
Irvine, CA. 92612 or by telephone +1 (949) 476-0300.
Participants in the Solicitation of
Proxies in Connection with Proposed Transaction
First Foundation and certain of their respective directors,
executive officers and employees may be deemed to be participants
in the solicitation of proxies in respect of the Requisite
Stockholder Approvals under the rules of the SEC. Information
regarding First Foundation's directors and executive officers is
available in its definitive proxy statement for its 2024 annual
stockholders meeting, which was filed with the SEC on April 18,
2024, and certain of its Current Reports on Form 8-K. Other
information regarding the participants in the solicitation of
proxies in respect of the proposed transaction and a description of
their direct and indirect interests, by security holdings or
otherwise, will be contained in the proxy statement and other
relevant materials to be filed with the SEC. Free copies of these
documents, when available, may be obtained as described in the
preceding paragraph.
Not an Offer of
Securities
The information in this communication is for informational
purposes only and shall not constitute, or form a part of, an offer
to sell or the solicitation of an offer to sell or the solicitation
of an offer to buy any securities. The securities that are the
subject of the private placement have not been registered under the
Securities Act and may not be offered or sold in the United States
absent registration or an applicable exemption from registration
requirements.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240709781805/en/
Investor Contact: Jamie Britton, CFO +1 (949)
476-0300
First Foundation (NYSE:FFWM)
Gráfico Histórico do Ativo
De Out 2024 até Nov 2024
First Foundation (NYSE:FFWM)
Gráfico Histórico do Ativo
De Nov 2023 até Nov 2024
