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)		November 1, 2017
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth Company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

ITEM 2.01.Completion of Acquisition or Disposition of Assets.

On November 1, 2017, Pacific Premier Bancorp, Inc., a Delaware corporation (“PPBI”), completed its previously-announced merger (the “Merger”) with Plaza Bancorp, a Delaware corporation (“Plaza”), pursuant to an Agreement and Plan of Reorganization (the “Merger Agreement”), dated as of August 8, 2017, by and between PPBI and Plaza. At the effective time of the Merger, Plaza was merged with and into PPBI, with PPBI as the surviving corporation, which was immediately followed by the merger of Plaza’s wholly-owned bank subsidiary, Plaza Bank, with and into Pacific Premier Bank, the wholly-owned bank subsidiary of PPBI (“Pacific Premier”), with Pacific Premier as the surviving bank.

Pursuant to the terms of the Merger Agreement, each holder of Plaza’s common stock, par value $0.0001 per share (“Plaza Common Stock”)(other than holders of Plaza Common Stock who properly demand appraisal rights under Delaware law), has the right to receive 0.2000 of a share of PPBI’s common stock, par value $0.01 per share (“PPBI Common Stock”), for each share of Plaza Common Stock held immediately prior to the effective time of the Merger, with cash to be paid in lieu of fractional shares (the “Merger Consideration”).  At the effective time of the Merger, each outstanding restricted stock award granted by Plaza fully vested, and was cancelled and converted automatically into the right to receive the Merger Consideration in respect of each share of Plaza Common Stock underlying such restricted stock award. In addition, at the effective time of the Merger, all outstanding stock options and warrants of Plaza became fully vested and were cancelled and settled in cash, as provided for in the Merger Agreement. Each outstanding share of PPBI Common Stock remained outstanding and was unaffected by the Merger.

Pursuant to such terms, PPBI will issue approximately 6,049,447 shares of PPBI Common Stock valued at $40.40 per share, which was the closing price of PPBI Common Stock on October 31, 2017, the last trading day prior to the consummation of the Merger.  The value of the total transaction consideration was approximately $251 million, which included approximately $6.5 million in aggregate cash for fractional shares and consideration payable to holders of Plaza options and Plaza warrants in connection with the closing of the Merger.

The foregoing description of the transactions contemplated by the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, attached as Exhibit 2.1 to PPBI’s Current Report on Form 8-K filed with the Securities Exchange Commission on August 9, 2017, and incorporated herein by reference.

ITEM 7.01.REGULATION FD DISCLOSURE.

On November 1, 2017, PPBI issued a press release announcing the completion of the Merger. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed filed for the purposes of the Securities Exchange Act of 1934, as amended, nor shall such information and Exhibit 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 9.01FINANCIAL STATEMENTS AND EXHIBITS.

(a)Financial statements of businesses acquired.

The audited consolidated balance sheets of Plaza as of December 31, 2016 and 2015, the related audited consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows of Plaza for the years ended December 31, 2016 and 2015, the notes related thereto and the Report of Independent Registered Public Accounting Firm were previously included as part of Amendment No. 1 to the Registration Statement on Form S-4, File No. 333-220437, as filed by PPBI with the Securities and Exchange Commission on September 27,

2017 and declared effective on September 28, 2017 (the “Registration Statement”). Pursuant to General Instruction B.3 of Form 8-K, no additional audited consolidated financial statements of Plaza are required to be filed.

The unaudited consolidated balance sheet of Plaza as of June 30, 2017, the related unaudited consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows of Plaza for the three months and six months ended June 30, 2017 and 2016, and the notes related thereto were previously included as part of the Registration Statement. Pursuant to General Instruction B.3 of Form 8-K, no additional interim period consolidated financial statements of Plaza are required to be filed.

(b)Pro Forma Financial Information.

The unaudited pro forma combined consolidated balance sheet of PPBI and Plaza as of June 30, 2017, unaudited pro forma combined consolidated income statements of PPBI and Plaza for the year ended December 31, 2016 and for the six months ended June 30, 2017, and the notes related thereto were previously included in the Registration Statement under the headings Unaudited Pro Forma Combined Condensed Consolidated Financial Data on pages 20 through 27 and 130 through 138. Pursuant to General Instruction B.3 of Form 8-K, no additional pro forma financial statements of Plaza are required to be filed.

(d)Exhibits

2.1	Agreement and Plan of Reorganization, dated as of August 8, 2017, by and between Pacific Premier Bancorp, Inc. and Plaza Bancorp (incorporated by reference to Exhibit 2.1 to the Registrant's Form 8-K filed with the SEC on August 9, 2017)
99.1	Press Release dated November 1, 2017

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:	November 1, 2017	By:	/s/ RONALD J. NICOLAS, Jr.
			Ronald J. Nicolas, Jr.
			Senior Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

Pacific Premier Bancorp, Inc. Announces Completion

of Acquisition of Plaza Bancorp

Irvine, Calif., - November 1, 2017 - Pacific Premier Bancorp, Inc. (NASDAQ: PPBI) (the “Company”), the holding company of Pacific Premier Bank (the “Bank”), announced today that it has completed the acquisition, effective as of November 1, 2017, of Plaza Bancorp (OTC Market Group Pink Sheets: PLZZ) (“Plaza”), the holding company of Plaza Bank, a California-chartered banking corporation headquartered in Irvine, California.

Under the terms of the merger agreement, each share of Plaza common stock was converted into the right to receive 0.2000 shares of Company common stock. The value of the total deal consideration was approximately $251 million, which includes approximately $6.5 million of aggregate cash consideration payable to holders of unexercised options and warrants exercisable for shares of Plaza common stock.

Steven R. Gardner, Chairman, President and Chief Executive Officer of the Company, commented, “We are pleased to welcome the customers, employees and stockholders of Plaza. We are excited about entering Los Angeles County and adding operational scale and increased market presence in Southern California to continue to provide a superior banking experience for our commercial customers. With our franchise now extending into Los Angeles County, we continue to execute on our long-term strategic plan to build Pacific Premier into the leading commercial bank headquartered in Southern California.”

“We believe the combination of Pacific Premier and Plaza will produce many long-term benefits for our combined institution’s customers, employees and stockholders,” said Rick Sowers, President of Plaza. “Our stakeholders are excited about the opportunities that will be created from this transaction.”

With the addition of Plaza, on a pro forma combined basis, the Company would have total assets of approximately $7.8 billion, total loans outstanding of approximately $6.1 billion and total deposits of approximately $6.1 billion as of September 30, 2017 (unaudited and excluding purchase accounting adjustments).

Advisors

D.A. Davidson & Co. acted as financial advisor to the Company in the transaction and delivered a fairness opinion to the Board of Directors of the Company. Holland & Knight LLP served as legal counsel to the Company. Sandler O’Neill & Partners, L.P. acted as financial advisor to Plaza in the transaction and delivered a fairness opinion to the Board of Directors of Plaza. Sheppard Mullin Richter & Hampton LLP served as legal counsel to Plaza.

About Pacific Premier Bancorp, Inc.

The Company is the holding company for Pacific Premier Bank, one of the largest banks headquartered in Southern California with approximately $6.5 billion in assets. Pacific Premier Bank is a business bank primarily focused on serving small and middle market businesses in the counties of Orange, Los Angeles, Riverside, San Bernardino, San Diego, San Luis Obispo and Santa Barbara, California. Through its 26 depository branches, Pacific Premier Bank offers a diverse range of lending products including commercial, commercial real estate, construction, and SBA loans, as well as specialty banking products for homeowners associations and franchise lending nationwide.

Forward-Looking Statements

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 including, without limitation, statements regarding the Company's growth, management of growth related expense and the impact of acquisitions. 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 we conduct 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 may make, if any, including, without limitation, the failure to achieve the expected revenue growth and/or expense savings from its acquisitions; changes in the level of the Company’s nonperforming assets and charge-offs; any oversupply of inventory and 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 impairment of securities held by us; 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 our 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 2016 Annual Report on Form 10-K of Pacific Premier Bancorp, Inc. filed with the SEC and available at the SEC’s Internet site (http://www.sec.gov).

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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Contact:

Pacific Premier Bancorp, Inc.

Steven R. Gardner

Chairman, President and CEO

949-864-8000

Ronald J. Nicolas, Jr.

Senior Executive Vice President & CFO

949-864-8000