Pacific Premier Bank entered into letter of intent to acquire Opus Bank (NasdaqGS:OPB) from a group of sellers for $1.1 billion on January 3, 2020. Pacific Premier Bank entered into a definitive agreement to acquire Opus Bank from a group of sellers for $1.1 billion on January 31, 2020. Under the terms of agreement, 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 Bancorp common stock for each share of Opus common stock they own. Pursuant to the merger agreement, Opus Bank will be merged with and into Pacific Premier Bank, with Pacific Premier Bank as the surviving institution. Existing Pacific Premier shareholders will own 63.2% of the outstanding shares of the combined company, and Opus shareholders are expected to have pro forma ownership of 36.8%. In event of termination of agreement, the merger agreement provides that Opus must pay Pacific Premier a $38.9 million termination fee. Following the acquisition, Opus will have two Board seats while pro forma PPBI Board of Directors will remain at 11 people. G. Malpass Durkee and Richard C. Thomas, have been nominated by Opus to be appointed as Board members.

The transaction is subject to satisfaction of customary closing conditions, including regulatory approvals, effectiveness of Registration Statement of Pacific Premier, Opus must have received an opinion of Sullivan & Cromwell LLP, as of the month-end prior to the closing date, Opus must have an aggregate outstanding balance of non-maturity deposits equal to at least $5.09 billion, the shares of Pacific Premier common stock to be issued to Opus shareholders as the merger consideration in the merger must have been approved for listing on the NASDAQ and shareholder approval from Pacific Premier and Opus shareholders, prior approvals from the CA DBO, the Federal Reserve and DORA. 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. The agreement has been approved by the Board of Directors of both Pacific Premier Bancorp and Opus Bank. As of April 3, 2020, transaction received the required regulatory approvals from the Board of Governors of the Federal Reserve System, the California Department of Business Oversight and the Colorado Department of Regulatory Agencies. The Registration Statement was declared effective by the SEC on April 7, 2020. The transaction is expected to close in the second quarter of 2020. As of April 28, 2020, the transaction is expected to be completed on June 1, 2020. Conversion and system integration is expected to take place in second half of 2020. Pacific Premier expects the transaction to be 14% accretive to EPS in 2021 and will result in tangible book value dilution of 2.8%, with a 1.8 year earn back period to tangible book value per share based on anticipated cost savings of approximately 25%. The transaction will also be accretive to ROAA and ROATCE with IRR greater than 15%.

Rory McKinney and Nathan Ail of D.A. Davidson & Co. acted as financial advisors to Pacific Premier Bancorp and delivered a fairness opinion to the Board of Directors of Pacific Premier Bancorp. Jeffrey D. Haas and Shawn M. Turner of Holland & Knight LLP acted as legal counsels to Pacific Premier Bancorp. Jon Doyle, Brian Sterling, Kyle Heroman and Caspar Bentinck of Piper Sandler & Co. acted as financial advisors to Opus and delivered a fairness opinion to the Board of Directors of Opus. H. Rodgin Cohen and Stephen Salley of Sullivan & Cromwell LLP acted as legal counsels to Opus. Jeffrey Haas acted as an advisor to both Pacific Premier and Opus. Pacific Premier agreed to pay D.A. Davidson a cash fee of $0.5 million concurrently with the rendering of its opinion. Pacific Premier agreed to pay D.A. Davidson at the time of closing of the merger a contingent cash fee of $4 million. At the time of announcement of the merger, Piper Sandler's fee was approximately $10.3 million which is 1% of purchase price. Piper Sandler also received a $0.5 million fee from Opus upon rendering its opinion. RSM US LLP and KPMG LLP acted as accountants for Opus Bank. D.F. King & Co., Inc. acted as information agent for Opus and received a fee of $12,500 million for its services. American Stock Transfer & Trust Company, LLC acted as transfer agent for Opus Bank and Pacific Premier.

Pacific Premier Bank completed the acquisition of Opus Bank (NasdaqGS:OPB) from a group of sellers on June 1, 2020. The value of the total transaction consideration was approximately $743.9 million. In connection with the acquisition, PENSCO Trust Company LLC, a Colorado-chartered non-depository trust company, 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. On May 28, 2020, John Carona and Michael Morris resigned as Directors of PPBI and Pacific Premier effective as of immediately prior to the effective time. Pursuant to the terms of the Merger Agreement the Pacific Premier Bancorp (PPBI) Board and the Pacific Premier Board of Directors appointed G. Malpass Durkee and Richard C. Thomas, who previously served as Directors of Opus, to serve as Directors of PPBI and Pacific Premier.