ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On June 9, 2020, Pacific Premier Bancorp, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Keefe, Bruyette & Woods, Inc., as representative of the underwriters named in the Underwriting Agreement, to issue and sell to the public $150 million aggregate principal amount of its 5.375% Fixed-to-Floating Rate Subordinated Notes due June 15, 2030 (the "Notes"), at a public offering price equal to 100% of the aggregate principal amount of the Notes (the "Offering"). The Company estimates that the net proceeds from the Offering, after deducting underwriting discounts and estimated expenses, will be approximately $147.4 million. The Offering was completed on June 15, 2020.

The Underwriting Agreement contains customary representations, warranties and agreements of the Company, customary conditions to closing, obligations of the parties and termination provisions. The foregoing description is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 and incorporated herein by reference. The description of the material terms of the Underwriting Agreement and the transaction contemplated thereby is qualified in its entirety by reference to such exhibit.

The Notes were offered pursuant to a prospectus supplement, dated June 9, 2020, to the prospectus dated April 23, 2019 that forms part of the Company's Registration Statement on Form S-3ASR (File No. 333-230993) filed by the Company with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended.

The Notes were issued pursuant to the Indenture, dated as of May 8, 2019 (the "Indenture"), between the Company and Wilmington Trust, National Association, as trustee (the "Trustee"), as supplemented by the Second Supplemental Indenture relating to the Notes, dated as of June 15, 2020, between the Company and the Trustee (the "Second Supplemental Indenture"). The Indenture, as amended and supplemented by the Second Supplemental Indenture, governs the terms of the Notes and provides that the Notes are unsecured, subordinated debt obligations of the Company. The Notes will mature on June 15, 2030. The Company may redeem the Notes on or after June 15, 2025. From and including the issue date to, but excluding June 15, 2025, the Notes will bear interest at an initial fixed rate of 5.375% per annum, payable semi-annually. From and including June 15, 2025 to, but excluding, the maturity date or the date of earlier redemption, the Notes will bear interest at a floating rate per annum equal to a benchmark rate, which is expected to be Three-Month Term SOFR (as defined in the Notes), plus a spread of 517 basis points, payable quarterly in arrears; provided, however, in the event that the then-current benchmark rate is less than zero, then the benchmark rate will be deemed to be zero.

The Notes are unsecured subordinated obligations of the Company. There is no sinking fund for the Notes. The Notes are subordinated in right of payment to the payment of the Company's existing and future senior indebtedness, including all of its general creditors, and they are structurally subordinated to all of the Company's subsidiaries' existing and future indebtedness and other obligations. The Notes are obligations of the Company only and are not obligations of, and are not guaranteed by, any of the Company's subsidiaries. The Company may also redeem the Notes at any time, including prior to June 15, 2025, at its option, in whole but not in part, if: (a) a change or prospective change in law occurs that could prevent the Company from deducting interest payable on the Notes for U.S. federal income tax purposes; (b) a subsequent event occurs that could preclude the Notes from being recognized as Tier 2 capital for regulatory capital purposes; or (c) the Company is required to register as an investment company under the Investment Company Act of 1940, as amended; in each case, at a redemption price equal to 100% of the principal amount of the Notes plus any accrued and unpaid interest to, but excluding, the redemption date.

The foregoing descriptions are qualified in their entirety by reference to the Indenture, the Second Supplemental Indenture and the Notes, the form of which is attached as Exhibit A to the Second Supplemental Indenture. Copies of the Indenture and the Second Supplemental Indenture, including the form of Note attached as Exhibit A to the Second Supplemental Indenture, are attached hereto as Exhibits 4.1 and 4.2, respectively, and are incorporated herein by reference.

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

The information set forth under the fourth and fifth paragraphs of Item 1.01 above and the full text of the Indenture and the Second Supplemental Indenture, which are attached hereto as Exhibits 4.1 and 4.2, respectively, are incorporated by reference into this Item 2.03.




ITEM 9.01      FINANCIAL STATEMENTS AND EXHIBITS.



(d) Exhibits




    1.1      Underwriting Agreement, dated as of June 9, 2020, between the Company
           and Keefe, Bruyette & Woods, Inc., as representative of the
           underwriters named therein
    4.1      Indenture, dated as of May 8, 2019, between the Company and the
           Trustee (incorporated by reference to Exhibit 4.1 to the Current Report
           on Form 8-K filed by the Company on May 8, 2019)
    4.2      Second Supplemental Indenture, dated as of June 15, 2020, between the
           Company and the Trustee
    4.3      Form of 5.375% Fixed-to-Floating Rate Subordinated Notes due June 15,
           2030 (included in Exhibit 4.2)
    5.1      Opinion of Holland & Knight LLP
    23.1     Consent of Holland & Knight LLP (included in Exhibit 5.1)
  104      Cover Page Interactive Data File (embedded within the Inline XBRL
           document)

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