0001028918-13-000002.txt : 20130107 0001028918-13-000002.hdr.sgml : 20130107 20130107125151 ACCESSION NUMBER: 0001028918-13-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130107 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130107 DATE AS OF CHANGE: 20130107 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PACIFIC PREMIER BANCORP INC CENTRAL INDEX KEY: 0001028918 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 330743196 STATE OF INCORPORATION: DE FISCAL YEAR END: 0530 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22193 FILM NUMBER: 13514425 BUSINESS ADDRESS: STREET 1: 17901 VON KARMAN AVE STREET 2: SUITE 1200 CITY: IRVINE STATE: CA ZIP: 92614 BUSINESS PHONE: 714-431-4000 MAIL ADDRESS: STREET 1: 17901 VON KARMAN AVE STREET 2: SUITE 1200 CITY: IRVINE STATE: CA ZIP: 92614 8-K 1 ppbi_8k-proverallotment2012.htm PPBI 8-K PR OVERALLOTMENT EXERCISE 2012 ppbi_8k-proverallotment2012.htm
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
 
 
Date of Report (Date of earliest event reported)
                  January 7, 2013
PACIFIC PREMIER BANCORP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
0-22193
33-0743196
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
17901 Von Karman Ave, Suite 1200, Irvine, CA
92614
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code
(714) 431-4000
 
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
ITEM 8.01 OTHER EVENTS
 
As previously reported, Pacific Premier Bancorp, Inc. (the “Company”) entered into an underwriting agreement, dated December 6, 2012 (the “Underwriting Agreement”) with Raymond James & Associates, Inc., as underwriter and representative of the other underwriter, D.A. Davidson & Co., with respect to the offer and sale of 3,300,000 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), at a public offering price of $10.00 per share in an underwritten public offering (the “Offering”). As part of the Offering, the Company granted the underwriters a 30-day option to purchase up to an additional 495,000 shares of Common Stock at a public offering price of $10.00 per share to cover over-allotments, if any (the “Over-allotment Option”). On January 4, 2013, the underwriters provided notice to the Company that they would exercise the Over-allotment Option in full.  The Company expects to close the sale of the additional shares of Common Stock, subject to customary conditions, on January 9, 2013.
 
On January 7, 2013, the Company issued a press release announcing the exercise of the Over-allotment Option.  A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
 
 
ITEM 9.01                      FINANCIAL STATEMENTS AND EXHIBITS
 
(d) Exhibits
 
Exhibit
Number
 
99.1
Press Release, dated January 7, 2013, announcing the exercise of the Over-allotment Option
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
PACIFIC PREMIER BANCORP, INC.
       
Dated:
January 7, 2013
By:
/s/STEVEN R. GARDNER
     
Steven R. Gardner
     
President and Chief Executive Officer
 
 EX-99.1 2 ppbi_8k-proa2012ex991.htm PPBI PR OVERALLOTMENT EXERCISE 2012 ppbi_8k-proa2012ex991.htm
 
 
Exhibit 99.1
Pacific Premier Bancorp, Inc. Announces
Underwriters’ Exercise of Over-Allotment Option
 
Irvine, Calif., January 7, 2013 -- Pacific Premier Bancorp, Inc.  (NASDAQ: PPBI) (the “Company”), the holding company of Pacific Premier Bank, announced today that in connection with its previously announced underwritten public offering of 3,300,000 shares of its common stock that closed on December 11, 2012, the underwriters exercised in full their option to purchase an additional 495,000 shares of newly issued common stock from the Company at a public offering price of $10.00 per share.  The Company expects to receive aggregate net proceeds from the sale of the additional shares of approximately $4.7 million after deducting underwriting discounts and commissions, bringing the total net proceeds to the Company from the offering to approximately $35.6 million.  The Company expects to close the sale of the additional shares of common stock, subject to customary conditions, on January 9, 2013.
 
The Company intends to use the net proceeds of the offering for general corporate purposes, to support its ongoing and future anticipated growth and to augment the capitalization of Pacific Premier Bank.
 
Raymond James & Associates, Inc. is acting as book-running manager and D.A. Davidson & Co. is acting as co-manager for the offering.
 
 
This announcement shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.  The Company has filed a registration statement (including a prospectus) with the Securities and Exchange Commission ("SEC") for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the Company has filed with the SEC for more complete information about the Company and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov or by visiting the Company's website at www.ppbi.com. Alternatively, copies of the prospectus relating to the offering may be obtained by contacting Raymond James & Associates, Inc., 550 West Washington, Suite 1650, Chicago, IL 60661, by calling toll-free 1-877-587-7748 or by e-mailing Mark Edwards at mark.edwards@raymondjames.com.
 
About Pacific Premier Bancorp, Inc.
 
The Company owns all of the capital stock of Pacific Premier Bank.  Pacific Premier Bank provides business and consumer banking products to its customers through its ten full-service depository branches in Southern California located in the cities of Huntington Beach, Irvine, Los Alamitos, Newport Beach, Palm Desert, Palm Springs, San Bernardino and Seal Beach.  For additional information about the Company, visit our website at www.ppbi.com.
 
FORWARD-LOOKING COMMENTS
 
The statements contained herein that are not historical facts are forward-looking statements based on management's current expectations and beliefs concerning future developments and their potential effects on the Company.  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.  These 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 the Company conducts 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, interest rate, market and monetary fluctuations; the timely development of competitive new products and services and the acceptance of these products and services by new and existing customers; the willingness of users to substitute competitors' products and services for the Company's products and services; the impact of changes in financial services policies, laws and regulations; technological changes; the effect of acquisitions that the Company may make, if any, including, without limitation, the failure to achieve the expected revenue growth and expense savings from its pending acquisition of First Associations Bank; changes in the level of the Company's nonperforming assets and charge-offs; oversupply of inventory and continued deterioration in values of California real estate, both residential and commercial; the effect of changes in accounting policies and practices, 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; possible other-than-temporary impairments of securities held by the Company; the impact of current governmental efforts to restructure the U.S. financial regulatory system; changes in consumer spending, borrowing and savings habits; the effects of the Company's lack of a diversified loan portfolio, including the risks of geographic and industry concentrations; ability to attract deposits and other sources of liquidity; changes in the financial performance and/or condition of the Company's borrowers; changes in the competitive environment among financial and bank holding companies and other financial service providers; unanticipated regulatory or judicial proceedings; and the Company's 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 the Company's 2011 Annual Report on Form 10-K filed with the SEC and other filings made by the Company with the SEC.
 
The Company 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.
 
Contact:
 
Pacific Premier Bancorp, Inc.
 
Steven R.  Gardner
President/CEO
714.431.4000
 
Kent J. Smith
Executive Vice President/CFO
714.431.4000