Highlights of the Announced Transaction:
- Increases Pacific Premier’s presence in California by 60% to
$13.0 billion in deposits
- Enables Pacific Premier to enter Seattle market with $1.2
billion in deposits
- Creates scale for continued investment and greater
operational efficiency
- Diversification of revenue and fee income for Pacific
Premier
- Double-digit EPS accretion for Pacific Premier
Pacific Premier Bancorp, Inc. (NASDAQ: PPBI) (the “Company”,
“Pacific Premier”, “we”, “us” or “our”), the holding company of
Pacific Premier Bank, and Opus Bank (NASDAQ: OPB) (“Opus”) today
announced they have entered into a definitive agreement under which
Pacific Premier will acquire Opus in an all-stock transaction
valued at approximately $1.0 billion, or $26.82 per share, based on
a closing price for Pacific Premier’s common stock of $29.80 as of
January 31, 2020. Pacific Premier expects the transaction to be 14%
accretive to EPS in 2021 with a 1.8 year earnback period to
tangible book value per share based on anticipated cost savings of
approximately 25%.
Opus is headquartered in Irvine, California with $8.0 billion in
total assets, $5.9 billion in gross loans and $6.5 billion in total
deposits as of December 31, 2019. Opus operates 46 banking offices
located throughout California, Washington, Oregon and Arizona. The
transaction will increase Pacific Premier’s total assets to
approximately $20 billion on a pro forma basis as of December 31,
2019.
Steven R. Gardner, Chairman, President and Chief Executive
Officer of Pacific Premier, commented, “We are excited to announce
this transformative merger that we believe will create one of the
premier commercial banks in the Western United States. The
combination with Opus provides us with a meaningful presence in
attractive major metropolitan markets with operational scale, a
complementary set of banking products and services, and improved
revenue and business diversification. As a result of this
transaction, we believe we will be well-positioned to generate
profitable growth in the future and to benefit the combined
institution’s shareholders.”
“We are pleased to be partnering with Pacific Premier and
believe the combination creates one of the most attractive banks in
the Western U.S.,” said Paul Taylor, President and Chief Executive
Officer of Opus. “We look forward to the opportunities and benefits
this combination will bring to our shareholders, in terms of
prospects for future earnings growth, immediate dividend pick-up
and diversification, as well as to clients, employees and the many
communities we serve.”
Anticipated Benefits of the
Transaction
- Financially attractive with double-digit EPS accretion in 2021
and tangible book value earnback period of 1.8 years
- Increased scale provides improved opportunities to enhance
efficiencies and leverage investment in technology
- Greater revenue diversification with the addition of Opus’
strong fee income generating businesses
- Adds a large source of stable, low-cost deposits through escrow
and trust business lines, collectively providing $2.0 billion in
deposits with a blended cost of deposits of 0.10%
- Accelerated capital generation facilitating continued prudent
capital management and creating additional opportunities to return
capital to shareholders
Transaction Details
Under the terms of the definitive agreement, which was approved
by the Board of Directors of both companies, holders of Opus common
stock (including holders of Opus Series A preferred stock whose
shares will be treated on an as-converted basis) will have the
right to receive 0.90 shares of Pacific Premier common stock for
each share of Opus common stock they own.
Existing Pacific Premier shareholders will own approximately 63%
of the outstanding shares of the combined company, and Opus
shareholders are expected to own approximately 37%.
The transaction is expected to close in the second quarter of
2020, subject to satisfaction of customary closing conditions,
including regulatory approvals and shareholder approval from
Pacific Premier and Opus shareholders. Opus directors who own
shares of Opus common stock, executive officers and certain
shareholders have entered into agreements with Pacific Premier
pursuant to which they have committed to vote their shares of Opus
common stock in favor of the acquisition. For additional
information about the proposed acquisition of Opus, shareholders
are encouraged to carefully read the definitive agreement, which
will be filed with the Securities and Exchange Commission
(“SEC”).
D.A. Davidson & Co. acted as financial advisor to Pacific
Premier in the transaction and delivered a fairness opinion to the
Board of Directors of Pacific Premier. Holland & Knight LLP
served as legal counsel to Pacific Premier. Piper Sandler & Co.
acted as financial advisor to Opus and delivered a fairness opinion
to the Board of Directors of Opus. Sullivan & Cromwell LLP
served as legal counsel to Opus.
Conference Call, Webcast and Investor Presentation
The Company will host a conference call at 8:00 a.m. PT / 11:00
a.m. ET on Monday, February 3, 2020 to discuss the merger
announcement. Analysts and investors may participate in the
question-and-answer session. The conference call can be accessed by
telephone at 866-290-5977 and asking to join the “Pacific Premier
Bancorp” conference call. Additionally, a telephone replay will be
made available through February 10, 2020 at 877-344-7529, access
code 10139104. The conference call will be webcast live on the
Investor Relations section of the Company’s website. An archived
version of the webcast will be made available in the same location
shortly after the live call has ended.
A presentation to be discussed on the conference call will be
made available on the Presentations page of the Company’s investor
relations website.
About Pacific Premier Bancorp, Inc.
Pacific Premier Bancorp, Inc. is the holding company for Pacific
Premier Bank, one of the largest banks headquartered in Southern
California with approximately $11.8 billion in assets as of
December 31, 2019. 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 Arizona, Nevada 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.
About Opus Bank
Opus Bank is an FDIC-insured California-chartered commercial
bank with $8.0 billion of total assets, $5.9 billion of total
loans, and $6.5 billion in total deposits as of December 31, 2019.
Opus Bank provides commercial and retail banking products and
solutions to its clients in western markets from its headquarters
in Irvine, California and through 46 banking offices, including 28
in California, 16 in the Seattle/Puget Sound region in Washington,
one in the Phoenix metropolitan area of Arizona and one in
Portland, Oregon. Opus Bank offers a suite of treasury and cash
management and depository solutions, and a wide range of loan
products, including commercial, healthcare, media and
entertainment, corporate finance, multifamily residential,
commercial real estate and structured finance, and is an SBA
preferred lender. Opus Bank offers commercial escrow services and
facilitates 1031 Exchange transactions through its Escrow and
Exchange divisions. Additionally, Opus Bank’s wholly-owned
subsidiary, PENSCO Trust Company, has approximately $14 billion of
custodial IRA assets and approximately 46,000 client accounts,
which are comprised of self-directed investors, financial
institutions, capital raisers and financial advisors. Opus Bank is
an Equal Housing Lender.
FORWARD-LOOKING
STATEMENTS
This press release contains “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of 1995
regarding the financial condition, results of operations, business
plans and the future performance of Pacific Premier and Opus. Words
such as “anticipates,” “believes,” “estimates,” “expects,”
“forecasts,” “intends,” “plans,” “projects,” “could,” “may,”
“should,” “will” or other similar words and expressions are
intended to identify these forward-looking statements. These
forward-looking statements are based on Pacific Premier’s and
Opus’s current expectations and assumptions regarding Pacific
Premier’s and Opus’s businesses, the economy, and other future
conditions. Because forward-looking statements relate to future
results and occurrences, they are subject to inherent
uncertainties, risks, and changes in circumstances that are
difficult to predict. Many possible events or factors could affect
Pacific Premier’s or Opus’s future financial results and
performance and could cause actual results or performance to differ
materially from anticipated results or performance. Such risks and
uncertainties include, among others: the occurrence of any event,
change or other circumstances that could give rise to the right of
one or both of the parties to terminate the definitive agreement
and plan of reorganization between Pacific Premier and Opus, the
outcome of any legal proceedings that may be instituted against
Pacific Premier or Opus, delays in completing the transaction, the
failure to obtain necessary regulatory approvals (and the risk that
such approvals may result in the imposition of conditions that
could adversely affect the combined company or the expected
benefits of the transaction) and shareholder approvals or to
satisfy any of the other conditions to the transaction on a timely
basis or at all, the possibility that the anticipated benefits of
the transaction are not realized when expected or at all, including
as a result of the impact of, or problems arising from, the
integration of the two companies or as a result of the strength of
the economy and competitive factors in the areas where Pacific
Premier and Opus do business, the possibility that the transaction
may be more expensive to complete than anticipated, including as a
result of unexpected factors or events, diversion of management’s
attention from ongoing business operations and opportunities,
potential adverse reactions or changes to business or employee
relationships, including those resulting from the announcement or
completion of the transaction, the ability to complete the
transaction and integration of Pacific Premier and Opus
successfully, and the dilution caused by Pacific Premier’s issuance
of additional shares of its capital stock in connection with the
transaction. Except to the extent required by applicable law or
regulation, each of Pacific Premier and Opus disclaims any
obligation to update such factors or to publicly announce the
results of any revisions to any of the forward-looking statements
included herein to reflect future events or developments. Further
information regarding Pacific Premier, Opus and factors which could
affect the forward-looking statements contained herein can be found
in Pacific Premier’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2018, its Quarterly Reports on Form 10-Q for the
periods ended March 31, 2019, June 30, 2019 and September 30, 2019,
and its other filings with the SEC, and in Opus’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2018, its
Quarterly Reports on Form 10-Q for the periods ended March 31,
2019, June 30, 2019 and September 30, 2019, and its other filings
with the Federal Deposit Insurance Corporation (“FDIC”).
Additional Information About the Merger
and Where to Find It
In connection with the proposed acquisition transaction, a
registration statement on Form S-4 will be filed with the SEC that
will include a joint proxy statement/prospectus filed with the SEC
and the FDIC to be distributed to the shareholders of Opus and
Pacific Premier in connection with their votes on the acquisition.
INVESTORS AND SECURITY HOLDERS ARE ENCOURAGED TO READ THE
REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS WHEN
THEY BECOME AVAILABLE (AND ANY OTHER DOCUMENTS FILED WITH THE SEC
OR THE FDIC IN CONNECTION WITH THE TRANSACTION OR INCORPORATED BY
REFERENCE INTO THE JOINT PROXY STATEMENT/PROSPECTUS) BECAUSE SUCH
DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION REGARDING THE PROPOSED
MERGER AND RELATED MATTERS. The final joint proxy
statement/prospectus will be mailed to shareholders of Opus and
Pacific Premier. Investors and security holders will be able to
obtain the documents, and any other documents Pacific Premier has
filed with the SEC, free of charge at the SEC’s website,
www.sec.gov or by accessing Pacific
Premier’s website at www.ppbi.com
under the “Investor Relations” link and then under the heading “SEC
Filings”. Investors and security holders will be able to obtain the
documents, and any other documents Opus has filed with the FDIC,
free of charge at Opus’s website at www.opusbank.com under the tab “Investor
Relations” and then under the heading “Presentations &
Filings”. In addition, documents filed with the SEC by Pacific
Premier or with the FDIC by Opus will be available free of charge
by (1) writing Pacific Premier at 17901 Von Karman Avenue, Suite
1200, Irvine, CA 92614, Attention: Investor Relations, or (2)
writing Opus at 19900 MacArthur Boulevard, 12th Floor, Irvine, CA
92612, Attention: Investor Relations.
Before making any voting or investment decision, shareholders
of Pacific Premier and Opus are urged to read carefully the entire
registration statement and joint proxy statement/prospectus when
they become available, including any amendments thereto, because
they will contain important information about the proposed
transaction, Pacific Premier and Opus. Free copies of these
documents may be obtained as described above.
The directors, executive officers and certain other members of
management and employees of Pacific Premier may be deemed to be
participants in the solicitation of proxies in connection with the
proposed transaction from the shareholders of Pacific Premier.
Information about Pacific Premier’s directors and executive
officers is included in the proxy statement for its 2019 annual
meeting of Pacific Premier’s shareholders, which was filed with the
SEC on April 9, 2019.
The directors, executive officers and certain other members of
management and employees of Opus may also be deemed to be
participants in the solicitation of proxies in connection with the
proposed transaction from the shareholders of Opus. Information
about the directors and executive officers of Opus is included in
the proxy statement for its 2019 annual meeting of Opus
shareholders, which was filed with the FDIC on March 14, 2019.
Additional information regarding the interests of those
participants and other persons who may be deemed participants in
the transaction may be obtained by reading the joint proxy
statement/prospectus regarding the proposed acquisition when it
becomes available. Free copies of this document may be obtained as
described above.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200203005250/en/
Pacific Premier Bancorp, Inc. Steven R. Gardner Chairman,
President & Chief Executive Officer (949) 864-8000
sgardner@ppbi.com
Ronald J. Nicolas, Jr. Senior Executive Vice President &
Chief Financial Officer (949) 864-8000 rnicolas@ppbi.com
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