8-K

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)		October 1, 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 Avenue, Suite 1200, Irvine, CA				92614
(Address of principal executive offices)				(Zip Code)
Registrant’s telephone number, including area code			(949) 864-8000
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 7.01  REGULATION FD DISCLOSURE

On October 1, 2013, Pacific Premier Bancorp, Inc. (the “Company”) issued a press release announcing that the

Company’s President and Chief Executive Officer, Steve Gardner, will serve as a guest speaker at SNL Financial’s

5th Annual Bank M&A Symposium on October 2, 2013 in New York City.  A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

A copy of the presentation (the “Presentation”), which will be used by Mr. Gardner at the SNL Financial M&A Symposium on October 2, 2013, is attached hereto as Exhibit 99.2 to this Current Report on Form 8-K.   The Presentation also is available on the Company's web site at www.ppbi.com.

Information contained herein, including Exhibits 99.1 and 99.2, shall not be deemed filed for the purposes of the Securities Exchange Act of 1934, as amended, nor shall such information and Exhibits 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 9.01  FINANCIAL STATEMENTS AND EXHIBITS

99.1   Press Release, dated October 1, 2013

99.2   Pacific Premier Bancorp, Inc.,  SNL Financial M&A Symposium Presentation dated October 2013

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:	October 1, 2013	By:	/s/ STEVE GARDNER
			Steve Gardner
			President and Chief Executive Officer

EX-99.1

Exhibit 99.1

Pacific Premier Bancorp, Inc. CEO Steve Gardner to Discuss M&A Best Practices

at SNL Financial’s 5th Annual Bank M&A Symposium

Irvine, Calif., October 1, 2013-- Pacific Premier Bancorp, Inc. (NASDAQ: PPBI) (the “Company”), the holding company of Pacific Premier Bank (the “Bank”), announced today that Steve Gardner, President and Chief Executive Officer, has been invited to serve as a guest speaker at SNL Financial’s 5th Annual Bank M&A Symposium on October 2, 2013 in New York City.  Mr. Gardner will serve as a panelist in a session entitled “Practitioners’ Perspectives on Deal Execution,” which will discuss best practices in deal design, execution and integration, among other topics.

Additional information on the symposium can be found on the SNL Knowledge Center website at http://center.snl.com/.

About Pacific Premier Bancorp, Inc.

The Company owns all of the capital stock of the Bank. The Bank provides business and consumer banking products to customers through its 13 full-service depository branches in Southern California located in the cities of Encinitas, Huntington Beach, Irvine, Los Alamitos, Newport Beach, Palm Desert, Palm Springs, San Bernardino, San Diego and Seal Beach and one office in Dallas, Texas.

###

Contact:

Pacific Premier Bancorp, Inc.

Steve Gardner

President/CEO

949.864.8000

Kent J. Smith

Executive Vice President/CFO

949.864.8000

EX-99.2

Exhibit 99.2

Pacific Premier Bancorp, Inc.

SNL M&A Conference

October 2013

Steven R. Gardner

President & Chief Executive Officer

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Forward-Looking Statements and
Where to Find Additional Information

The statements contained in this presentation 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 Pacific Premier Bancorp, Inc. (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 (including the Dodd-Frank Wall Street Reform and Consumer
Protection Act) and of governmental efforts to restructure the U.S. financial regulatory system; technological changes; the effect of acquisitions that
the Company has made or may make; 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 Securities and Exchange Commission (“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; 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 2012 Annual Report on Form 10-K, as amended, 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.

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13 Full-Service

Branch Locations

Company Profile

Exchange / Listing

NASDAQ: PPBI

Focus

Small & Mid-Market
Businesses

Total Assets

$1.6 Billion

Branch Network

Note: Financial information as of the quarter ending 6/30/2013

Note: Market data as of 7/25/2013

Pacific Premier Footprint

Headquarters

Irvine, CA

# of Research Analysts

5 Analysts

Market Cap

$220.5 Million

Avg. Daily Volume

95,231 Shares

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Where We’ve Been and Where We’re Going

Strategic Plan -

Pre 2008 Stage

•Conversion from a thrift to a commercial banking platform

•Improve deposit base - diversify loan portfolio

•Regimented approach to credit management

Strategic Plan -

Current Stage

•Organic growth driven by high performing sales culture

•Geographic and product expansion through disciplined acquisitions

•Canyon National Bank (CNB) - $209 million in assets at closing on 2/11/2011 (FDIC-Assisted)

•Palm Desert National Bank (PDNB) - $121 million in assets at closing on 4/27/2012 (FDIC-Assisted)

•First Associations Bank (FAB) - $394 million in assets at closing on 3/15/2013 (Whole Bank)

•San Diego Trust Bank (SDTB) - $201 million in assets at closing on 6/25/2013 (Whole Bank)

Strategic Plan -

Next Stage

•Continue to build out commercial banking franchise

•Focus on producing quality EPS growth

•Increase revenue from recurring fee income - government guaranteed lending

•Increase non-interest bearing deposit accounts to over 35% of deposit base

•Balance of organic growth and acquisitive growth

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Commercial Bank Transformation - Loan Composition

Loan Composition - 12/31/2008

Loan Composition - 6/30/2013

•Management has significantly transformed the loan portfolio from one with significant real estate
exposure to a more balanced and well-diversified portfolio

•Total business loans represent 46% of total loans

Gross Loans / Deposits: 137.5%

6

Commercial Bank Transformation - Deposit Composition

Deposit Composition - 12/31/2008

Deposit Composition - 6/30/2013

•74% of deposits are non-CD deposits

•26% of deposit balances are non-interest bearing deposits

Total Deposits: $457.1 Million

Cost of Deposits: 3.51%

Total Deposits: $1.3 Billion

Cost of Deposits: 0.35%

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Acquisition & Integration Strategy

General Acquisition Criteria

Integration Strategy

•Look for strategic, financially compelling and
culturally compatible organizations

•Favorable markets / demographics

•Business line diversification / cross-sell
opportunity

•Disciplined approach to analysis, pricing and
structuring of each transaction

•Realistic cost savings assumptions

•Core customer retention

•Keeping franchise value intact

•Immediately accretive to EPS

•Minimum 15% internal rate of return

•Maximum 10% dilution to tangible book value
per share (Earn-back period of 4 years or less)

•Aggressive approach to timely and effective
integration

•Identify key players that fit into our culture
and who can add value to the organization

•Immediately meet with new customer base to
begin cross-selling products and services

•Aggressive approach to disposition of any
problem assets inherited in a transaction

•Diligent approach to acquisitive growth and business integration

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	Canyon National Bank	Palm Desert National Bank
Date	Feb. 2011	Apr. 2012
Assets (millions)	$209	$121
Loans (millions)	$150	$64
Deposits (millions)	$205	$116
Bid Discount (millions)	($27,920)	($32,200)
Bargain purchase gain (millions)	$4.2	$5.3
Number of branches	3	1
Loss Share	No	No

Acquisition History

The table below presents key metrics of our FDIC assisted deals at each acquisition date.

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FAB - Business Line Acquisition

•Niche depository focused business model serving HOA management companies

•Substantial synergies with FAB’s deposit platform and PPBI’s commercial banking
model

•Liquidity from FAB’s long-term, low-cost core deposits will fund future loan growth
and replace high rate CD runoff

•Minimal credit risk

•Key members of FAB management team retained

•Effective use of capital, enhancing both profitability and shareholder value

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Transaction Overview - FAB

•Accretive to EPS beginning in 2013

•Tangible book value payback period approximately 2 years (1)

•Internal rate of return (IRR) exceeds cost of capital (>20%) (1)

•Definitive Agreement October 15, 2012

•Regulatory Approval November 30, 2012

•SEC Acceptance of S-4 February 7, 2012

•Transaction Closed March 15, 2013

•$53.2 million payable to FAB common shareholders consisting of approximately
70% cash / 30% PPBI common stock

•$37.2 million in cash

•$15.9 million in PPBI common stock

•$3.5 million in cash payable to FAB option and warrant holders

•PPB entered into an amendment to FAB’s current Depository Services Agreement
with Associa providing for a five (5) year term

•Price / tangible book value of 117.0% (1)

•Core deposit premium of 2.55% (1)

•Price / earnings (last twelve months, tax adjusted) (1) of 17.2x

(1) As of the transaction announcement on October 15, 2012

Transaction Value:

Consideration Detail:

Significant Dates:

Other Considerations:

Pro Forma Impact:

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SDTB - Geographic Expansion

•New market entry into San Diego County

•Further improves PPBI’s deposit mix with low-cost core deposits

•Acquiring a profitable and clean bank - minimal credit risk

•Combining PPBI’s product offering with SDBK’s existing customer relationships

•Key bankers of SDBK team retained

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Transaction Overview - SDTB

Transaction Value:

Consideration Detail:

Significant Dates:

Pro Forma Impact:

•Price / tangible book value 119.0% ( 1)

•Core deposit premium 2.66% (1)

•Price / earnings (last twelve months) (1) 16.9x

•Accretive to earnings per share (EPS) beginning in 2013 (1)

•Tangible book value payback period approximately 2.3 years (1)

•IRR of approximately 15% (1)

•Definitive Agreement March 6, 2013

•Regulatory Approval April 23, 2013

•SEC Approval of S-4 May 8, 2013

•Transaction Closed June 25, 2013

•$29.1 million payable to FAB common shareholders consisting of approximately
50% cash / 50% PPBI common stock

•$14.4 million in cash

•$14.7 million in PPBI common stock

•$1.8 million in cash payable to SDTB option holders

Other Considerations:

•Strong pro forma capital ratios

(1) As of the transaction announcement on March 6, 2012