Pacific Premier Bancorp, Inc. (NASDAQ: PPBI) (the “Company” or
“Pacific Premier”), the holding company of Pacific Premier Bank,
announced today that it has completed the acquisition, effective as
of June 1, 2020, of Opus Bank, a California-chartered commercial
bank headquartered in Irvine, California (NASDAQ: OPB)
(“Opus”).
Pursuant to the terms of the merger agreement by and among the
Company, Pacific Premier Bank and Opus, each share of Opus common
stock was converted into the right to receive 0.9000 of a share of
Company common stock and each share of Opus preferred stock was
converted into the right to receive that number of shares of
Company common stock equal to the product of (X) the number of
shares of Opus common stock into which such share of Opus preferred
stock is convertible into, and (Y) 0.9000. The value of the total
deal consideration was approximately $743.9 million, which is based
upon the closing price of the Company’s common stock on May 29,
2020, the last trading day prior to the closing.
In connection with the acquisition, PENSCO Trust Company LLC, a
Colorado-chartered non-depository trust company (“PENSCO”), which
previously operated as an indirect, wholly-owned subsidiary of Opus
and serves as a custodian for self-directed individual retirement
accounts, was merged with and into Pacific Premier Bank, with
Pacific Premier Bank surviving. Pacific Premier Bank will operate
PENSCO’s custodial business as a trust department within Pacific
Premier Bank. As of March 31, 2020, PENSCO had approximately $14
billion of custodial assets and approximately 45,000 client
accounts.
Steven R. Gardner, Chairman, President and Chief Executive
Officer of the Company, commented, “We are pleased to welcome the
clients and employees of Opus Bank and PENSCO Trust. This strategic
combination creates one of the premier commercial banks in the
Western United States, provides us with a meaningful presence in
attractive metropolitan markets, a broad offering of banking
products, and improved diversification of our banking franchise.
The combination expands our capital and liquidity resources, which
enhances our ability to be a source of strength to our clients and
communities impacted by the COVID-19 pandemic.”
Mr. Gardner added, “We are excited to complete this transaction,
the largest in the Company's history, in just under four months
after announcement. I am particularly proud of this accomplishment
given the challenges presented by the COVID-19 pandemic. Our
ability to move through the complex process of regulatory approval,
shareholder approval and integration planning in such a short
period of time emphasizes the strength of our culture and the
organization we have built. I want to personally thank the team
members of Pacific Premier, Opus Bank and PENSCO for their hard
work and commitment through these extraordinary circumstances. We
have already made significant progress in integrating the two
organizations and we will complete the Opus system conversion early
in the fourth quarter of 2020. We expect this will result in a
smooth transition for our clients and employees, and enable us to
quickly begin realizing the benefits that drive shareholder
value.”
With the addition of Opus, on a pro forma combined basis, the
Company would have total assets of approximately $20.0 billion,
total loans outstanding of approximately $14.6 billion and total
deposits of approximately $15.8 billion as of March 31, 2020
(unaudited).
Advisors
D.A. Davidson & Co. acted as financial advisor to the
Company in the transaction and delivered a fairness opinion to the
Board of Directors of the Company. Holland & Knight LLP served
as legal counsel to the Company. Piper Sandler & Co. acted as
financial advisor to Opus in the transaction and delivered a
fairness opinion to the Board of Directors of Opus. Sullivan &
Cromwell LLP served as legal counsel to Opus.
About Pacific Premier Bancorp, Inc.
Pacific Premier Bancorp, Inc. (Nasdaq: PPBI) is the parent
company of Pacific Premier Bank, a California-based commercial bank
focused on serving small, middle-market, and corporate businesses
throughout the Western US in major metropolitan markets in
California, Washington, Oregon, Arizona, and Nevada. Founded in
1983, Pacific Premier has grown to become one of the largest banks
in the western region of the United States, with over $20 billion
in total assets as of June 1, 2020. We provide banking products and
services, including deposit accounts, digital banking, and treasury
management services, to businesses, professionals, entrepreneurs,
real estate investors, and nonprofit organizations. We also offer a
wide array of loan products, such as commercial business loans,
lines of credit, SBA loans, commercial real estate loans,
agribusiness loans, franchise lending, home equity lines of credit,
and construction loans. Pacific Premier offers commercial escrow
services through its Commerce Escrow division and facilitates 1031
Exchange transactions through its RPM Exchange divisions. Pacific
Premier offers clients IRA custodial services through its Pacific
Premier Trust division, which has approximately $14 billion of
assets under custody and approximately 45,000 client accounts
comprised of self-directed investors, financial institutions,
capital syndicators, and financial advisors. Additionally, Pacific
Premier provides nationwide customized banking solutions to HOA and
Property Management companies. Pacific Premier Bank is an Equal
Housing Lender and Member FDIC. For additional information about
Pacific Premier Bancorp, Inc. and Pacific Premier Bank, visit our
website: www.ppbi.com.
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 Bancorp. 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. Such
statements involve inherent risks and uncertainties, many of which
are difficult to predict and are generally beyond the control of
the Company. There can be no assurance that future developments
affecting the Company will be the same as those anticipated by
management. The Company cautions readers that a number of important
factors could cause actual results to differ materially from those
expressed in, or implied or projected by, such forward-looking
statements. The COVID-19 pandemic is adversely affecting us, our
customers, counterparties, employees and third-party service
providers, and the ultimate extent of the impacts on our business,
financial position, results of operations, liquidity and prospects
is uncertain. Continued deterioration in general business and
economic conditions, including further increases in unemployment
rates, or turbulence in domestic or global financial markets could
adversely affect our revenues and the values of our assets and
liabilities, reduce the availability of funding, lead to a
tightening of credit, and further increase stock price volatility,
which could result in impairment to our goodwill in future periods.
In addition, changes to statutes, regulations, or regulatory
policies or practices as a result of, or in response to COVID-19,
could affect us in substantial and unpredictable ways, including
the potential adverse impact of loan modifications and payment
deferrals implemented consistent with recent regulatory guidance.
Other risks and uncertainties include, but are not limited to, the
following: the strength of the United States economy in general and
the strength of the local economies in which we conduct operations;
the effects of, and changes in, trade, monetary and fiscal policies
and laws, including interest rate policies of the Board of
Governors of the Federal Reserve System; inflation/deflation,
interest rate, market and monetary fluctuations; the effect of
acquisitions we may make, such as our acquisition of Opus,
including, without limitation, the failure to achieve the expected
revenue growth and/or expense savings from such acquisitions,
and/or the failure to effectively integrate an acquisition target
into our operations; the timely development of competitive new
products and services and the acceptance of these products and
services by new and existing customers; the impact of changes in
financial services policies, laws and regulations, including those
concerning taxes, banking, securities and insurance, and the
application thereof by regulatory bodies; the effectiveness of our
risk management framework and quantitative models; changes in the
level of our nonperforming assets and charge-offs; uncertainty
regarding the future of LIBOR; the effect of changes in accounting
policies and practices or accounting standards, as may be adopted
from time-to-time by bank regulatory agencies, the SEC, the Public
Company Accounting Oversight Board, the Financial Accounting
Standards Board or other accounting standards setters, including
ASU 2016-13 (Topic 326), “Measurement of Credit Losses on Financial
Instruments,” commonly referenced as the CECL model, which has
changed how we estimate credit losses and may further increase the
required level of our allowance for credit losses in future
periods; possible credit related impairments of securities held by
us; possible impairment charges to goodwill; the impact of current
governmental efforts to restructure the U.S. financial regulatory
system, including any amendments to the Dodd-Frank Wall Street
Reform and Consumer Protection Act; changes in consumer spending,
borrowing and savings habits; the effects of our lack of a
diversified loan portfolio, including the risks of geographic and
industry concentrations; our ability to attract deposits and other
sources of liquidity; the possibility that we may reduce or
discontinue the payments of dividends on common stock; changes in
the financial performance and/or condition of our borrowers;
changes in the competitive environment among financial and bank
holding companies and other financial service providers;
geopolitical conditions, including acts or threats of terrorism,
actions taken by the United States or other governments in response
to acts or threats of terrorism and/or military conflicts, which
could impact business and economic conditions in the United States
and abroad; public health crisis and pandemics, including the
COVID-19 pandemic, and their effects on the economic and business
environments in which we operate, including on our credit quality
and business operations, as well as the impact on general economic
and financial market conditions; cybersecurity threats and the cost
of defending against them, including the costs of compliance with
potential legislation to combat cybersecurity at a state, national
or global level; unanticipated regulatory or legal proceedings; and
our ability to manage the risks involved in the foregoing.
Additional factors that could cause actual results to differ
materially from those expressed in the forward-looking statements
are discussed in our 2019 Annual Report on Form 10-K and our
Quarterly Report on Form 10-Q for the quarter ended March 31, 2020
filed with the SEC and available at the SEC’s Internet site
(http://sec.gov).
Pacific Premier specifically disclaims any obligation to update
any factors or to publicly announce the result of revisions to any
of the forward-looking statements included herein to reflect future
events or developments.
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version on businesswire.com: https://www.businesswire.com/news/home/20200601005286/en/
Pacific Premier Bancorp, Inc.
Steven R. Gardner Chairman, President and Chief Executive
Officer (949) 864-8000
Ronald J. Nicolas, Jr. Senior Executive Vice President and Chief
Financial Officer (949) 864-8000
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