PACIFIC PREMIER BANCORP, INC. ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
Effective
Merger Consideration
Opus Common Stock and Opus Preferred Stock. Pursuant to the terms of the Merger
Agreement, the consideration payable to Opus shareholders consists of whole
shares of PPBI common stock, par value
Opus Options. At the Effective Time of the Merger, all outstanding Opus stock
options were assumed by PPBI and substituted with awards pursuant to the
Opus Warrants. At the Effective Time of the Merger, PPBI assumed warrants to
purchase 140,625 shares of Opus Common Stock and warrants to purchase 6,227
shares of Opus Preferred Stock. Upon exercise, holders of such Opus warrants are
entitled to receive the Merger Consideration, which would represent the issuance
of up to approximately 406,778 additional shares of PPBI Common Stock, plus cash
to be paid in lieu of fractional shares at the rate described above. The Opus
warrants expire on
Opus Restricted Stock and Opus Time-Based Restricted Stock Units. At the Effective Time of the Merger, each outstanding award of restricted shares of Opus Common Stock ("Opus Restricted Stock") and each outstanding award of time-based restricted stock units ("Opus RSUs"), other than Opus RSUs awarded in 2020 to Opus employees who became Pacific Premier employees, became fully vested (subject to tax withholdings) immediately prior to the Effective Time and were cancelled in exchange for the right to receive a number of shares of PPBI Common Stock equal to the number of shares of Opus Common Stock underlying such vested awards immediately prior to the Effective Time multiplied by the Exchange Ratio, plus cash to be paid in lieu of fractional shares at the rate described above.
At the Effective Time of the Merger, each holder of an Opus RSU awarded in 2020 who became a Pacific Premier employee received a substitute restricted stock unit from PPBI denominated in shares of PPBI Common Stock ("PPBI RSU"), with terms substantially similar to the terms and conditions (including the same vesting terms) that applied to the relevant Opus RSU immediately prior to the Effective Time.
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Opus Performance-Based Restricted Stock Units. At the Effective Time, each outstanding award of performance-based restricted stock units ("Opus PRSUs"), other than any Opus PRSUs awarded in 2020 to Opus employees who became Pacific Premier employees, became fully vested (subject to tax withholdings) immediately prior to the Effective Time in a number of units in respect of such award as determined in accordance with the applicable award agreement or Opus equity incentive plan and were cancelled in exchange for the right to receive a number of shares of PPBI Common Stock equal to the number of shares of Opus Common Stock underlying such vested awards immediately prior to the Effective Time multiplied by the Exchange Ratio, plus cash to be paid in lieu of fractional shares at the rate described above.
At the Effective Time of the Merger, each holder of an Opus PRSU awarded in 2020 who became a Pacific Premier employee received a substitute PPBI RSU with terms substantially similar to the terms and conditions (including the same service-based vesting terms but excluding performance-based vesting terms) as were applicable to the relevant Opus PRSU immediately prior to the Effective Time.
PPBI will issue approximately 34.4 million shares of PPBI Common Stock valued at
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On
Pursuant to the terms of the Merger Agreement and in accordance with PPBI's
Amended and Restated Bylaws and Pacific Premier's Amended and Restated Bylaws,
the PPBI Board and the Pacific Premier Board of Directors appointed
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The PPBI Board has appointed
ITEM 7.01. REGULATION FD DISCLOSURE.
On
Information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed filed for the purposes of the Securities Exchange Act of 1934, as amended, nor shall such information and Exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
ITEM 8.01. OTHER EVENTS.
Prior to the Merger,
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired
The audited consolidated balance sheets of Opus as of
The unaudited consolidated balance sheets of Opus as of
(b) Pro forma financial information
The unaudited pro forma combined consolidated balance sheet of PPBI and Opus for
the year ended
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The unaudited pro forma combined consolidated financial information as of and
for the three-month period ended
(d) Exhibits
2.1 Agreement and Plan of Reorganization, dated as of January 31, 2020 ,
by and between Pacific Premier Bancorp, Inc. , Pacific Premier Bank and
Opus Bank (incorporated by reference to Exhibit 2.1 to the Registrant's
Form 8-K filed with the SEC on February 6, 2020 )
4.1 Form of Amended and Restated Warrant to purchase Opus Bank common
stock
4.2 Form of Amended and Restated Warrant to purchase Opus Bank Series A
non-cumulative, non-voting preferred stock
99.1 Press Release dated June 1, 2020
99.2 Unaudited Consolidated Financial Statements of Opus as of March 31,
2020 and for the three months ended March 31, 2020 and 2019
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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