Pacific Premier Bancorp Inc. (NasdaqGS:PPBI) (PPBI) entered into a definitive agreement to acquire Security California Bancorp (OTCPK:SCAF) (SCB) from shareholders including Director and Executive Officer of Security California for approximately $130 million in stock on September 30, 2015. Pacific Premier Bancorp shall issue 0.9629 shares for each share of Security California common stock and as consideration, Pacific Premier's total 5.82 million shares will be issued to shareholders of Security California. Shares issued by Pacific Premier Bancorp are subject to adjustment in certain circumstances. Holders of Security California's stock options will receive cash consideration of approximately $0.77 million in the aggregate for the in-the-money value, upon closing of the transaction. PPBI will also use available cash-on-hand to pay the redemption price, or alternatively issue stock, if the SCB SBLF Preferred Stock is redeemed in connection with the closing of the proposed transaction with the value of $7.2 million.

Upon completion, Security California's unit, Security Bank of California will merge with and into Pacific Premier Bank, unit of Pacific Premier Bancorp. After the merger, the separate corporate existence of SCB shall cease and PPBI shall survive and continue to exist with the name as “Pacific Premier Bancorp, Inc.”. In the event of termination, Security California shall pay Pacific Premier, a termination fee in the amount of $4.5 million. Two individuals designated by Security California, and agreed to by Pacific Premier, will join Pacific Premier's Board of Directors. Pacific Premier plans to keep all of Security California's relationship bankers and the majority of Executive Officers, including Ernest W. Hwang and Jamie Robinson. Each Director and Executive Officer of Security California, holding approximately 30.64% stake have agreed to vote in favor of the transaction.

The transaction is subject to approval by Security California's and Pacific Premier's shareholders and the approval of the issuance of shares of Pacific Premier Bancorp common stock by Pacific Premier Bancorp shareholders, Security Bank must have an aggregate outstanding balance of non-maturity deposits equal to at least $508.2 million, receipt of all necessary regulatory approvals, approval for listing of shares issued by Pacific Premier, dissenting shares of SCB Common Stock must not represent 10% or more of the outstanding shares of SCB Common Stock, effectiveness of the registration statement and each of Ernest Hwang and James A. Robinson must have entered into an employment agreement with Pacific Premier. Boards of Pacific Premier Bancorp and Security California have approved the transaction.

The transaction is expected to close early in the first quarter of 2016. Pacific Premier expects that the transaction will result in modest earnings per share accretion in 2016 and earnings per share accretion of approximately 5.0% in 2017. As of December 21, 2015, Board of Governors of the Federal Reserve System and the California Department of Business Oversight approved the transaction. As of January 25, 2016, shareholders of Pacific Premier Bancorp Inc. approved the transaction. Security California Bancorp's Board of Directors established an acquisition committee comprised of Directors, Varner, Aronoff and Robinson.

Kenneth E. Moore of Stuart Moore and Bruce D. Varner of Varner & Brandt acted as legal advisors for Security California. Oppenheimer & Co. Inc. provided fairness opinion to Security California Board. Norman B. Antin and Jeffrey D. Haas of Holland & Knight LLP acted as legal advisors for Pacific Premier. D.A. Davidson & Co. acted as financial advisor for Pacific Premier and provided fairness opinion to its Board. Jean-Luc Servat of Panoramic Capital Advisors acted as financial advisor for Security California. D.F. King & Co., Inc. acted as information agent for Pacific Premier Bancorp Inc. and Georgeson Inc. acted as information agent for Security California Bancorp. Computershare, Inc. acted as transfer agent for Security California Bancorp and American Stock Transfer & Trust Company, LLC acted as transfer agent for Pacific Premier Bancorp Inc. D.F. King & Co., Inc. was paid an advisory fee of $0.075 million, Georgeson was paid an advisory fee of $0.065 million, Davidson was paid an advisory fee of $1.35 million, and Oppenheimer was paid an advisory fee of $0.25 million.

Pacific Premier Bancorp Inc. (NasdaqGS:PPBI) (PPBI) completed the acquisition of Security California Bancorp (OTCPK:SCAF) (SCB) from shareholders including Director and Executive Officer of Security California on January 31, 2016.