Pursuant to the terms of the merger agreement by and among Pacific Premier Bancorp, Pacific Premier Bank and Opus, each share of Opus common stock was converted into the right to receive 0.9000 of a share of Pacific Premier Bancorp common stock and each share of Opus preferred stock was converted into the right to receive that number of shares of Pacific Premier Bancorp common stock equal to the product of (X) the number of shares of Opus common stock into which such share of Opus preferred stock is convertible into and (Y) 0.9000. The value of the total deal consideration was approximately $743.9 million, which is based upon the closing price of Pacific Premier Bancorp’s common stock on May 29, the last trading day prior to the closing.
In connection with the acquisition, PENSCO Trust Company, 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. Pacific Premier Bank will operate PENSCO’s custodial business as a trust department within Pacific Premier Bank. As of March 31, PENSCO had approximately $14 billion of custodial assets and approximately 45,000 client accounts.
“We are pleased to welcome the clients and employees of Opus Bank and PENSCO Trust. This strategic combination creates one of the premier commercial banks in the western United States, provides us with a meaningful presence in attractive metropolitan markets, a broad offering of banking products and improved diversification of our banking franchise. The combination expands our capital and liquidity resources, which enhances our ability to be a source of strength to our clients and communities impacted by the COVID-19 pandemic,” Steven R. Gardner, chairman, president and CEO of Pacific Premier Bancorp, said. “We are excited to complete this transaction, the largest in the company’s history, in just under four months after announcement. I am particularly proud of this accomplishment given the challenges presented by the COVID-19 pandemic. Our ability to move through the complex process of regulatory approval, shareholder approval and integration planning in such a short period of time emphasizes the strength of our culture and the organization we have built. I want to personally thank the team members of Pacific Premier, Opus Bank and PENSCO for their hard work and commitment through these extraordinary circumstances. We have already made significant progress in integrating the two organizations and we will complete the Opus system conversion early in the fourth quarter of 2020. We expect this will result in a smooth transition for our clients and employees, and enable us to quickly begin realizing the benefits that drive shareholder value.”
With the addition of Opus, on a pro forma combined basis, Pacific Premier Bancorp would have total assets of approximately $20 billion, total loans outstanding of approximately $14.6 billion and total deposits of approximately $15.8 billion as of March 31.
D.A. Davidson & Co. acted as financial advisor to Pacific Premier Bancorp in the transaction and delivered a fairness opinion to the board of directors. Holland & Knight served as legal counsel to Pacific Premier Bancorp. Piper Sandler & Co. acted as financial advisor to Opus in the transaction and delivered a fairness opinion to the board of directors of Opus. Sullivan & Cromwell served as legal counsel to Opus.
Pacific Premier Bancorp is the parent company of Pacific Premier Bank, a California-based commercial bank focused on serving small, middle-market and corporate businesses throughout the western U.S. in metropolitan markets in California, Washington, Oregon, Arizona and Nevada.