DALLAS & NAPLES, Fla.–(BUSINESS WIRE)–First Foundation Inc. (NASDAQ: FFWM), a financial services company with two wholly-owned operating subsidiaries, First Foundation Advisors and First Foundation Bank, and TGR Financial, Inc. (OTCQX: TGRF), today jointly announced the execution of a definitive agreement under which TGR Financial will merge into First Foundation in an all-stock transaction valued at approximately $295 million, or $15.23 per TGR Financial share, based on the closing price of First Foundation’s common stock on May 28, 2021.
TGR Financial Inc. (“TGRF”) is the holding company of First Florida Integrity Bank, a Florida state-chartered bank with $2.3 billion in total assets as of March 31, 2021 and seven branch offices located in Southwest Florida. Immediately following the merger of TGR Financial with and into First Foundation, First Florida Integrity Bank will merge with and into First Foundation Bank. The transaction will increase First Foundation’s total bank assets to approximate $9.4 billion on a pro forma basis as of March 31, 2021.
“This strategic acquisition provides First Foundation an excellent opportunity to expand into a highly desirable market,” said Scott F. Kavanaugh, CEO of First Foundation. “First Florida Integrity Bank has built a valuable banking franchise and we are committed to continuing its legacy by serving the needs of all its clients and enhancing its offering with our broad platform of services, as well as supporting programs available to local nonprofits in the bank’s local communities. This acquisition highlights our desire to continue growing our business in markets with attractive demographic and economic trends and we are excited to have a regional presence spanning from coast to coast.”
Gary L. Tice, Chairman and CEO of TGR Financial added, “We are pleased that we have aligned with an organization that will expand resources to our clients, offering First Foundation’s integrated banking and wealth management services through our local team. Because of its financial strength, profitable history, and with much of its growth still before it, First Foundation makes for an ideal partner for our clients, employees, and shareholders.”
Under the terms of the definitive agreement, upon consummation of the transaction, each TGR Financial shareholder will receive 0.6068 of a share of First Foundation common stock for each share of TGR Financial common stock or TGR Financial Series A non-voting convertible preferred stock. In total, TGR Financial shareholders will own approximately 20.2% of the outstanding shares of First Foundation’s common stock immediately following the consummation of the transaction.
The definitive agreement was unanimously approved by the Board of Directors of each company. The transaction is expected to close in the second half of 2021 and is subject to the satisfaction of customary closing conditions, including the receipt of regulatory approvals and approvals from First Foundation stockholders, and TGR Financial shareholders. Upon closing of the transaction, TGR Financial’s Chairman and CEO, Gary L. Tice, will join the First Foundation board of directors. TGR Financial’s directors and executive officers and certain shareholders have entered into agreements with First Foundation pursuant to which they committed to vote their shares, which represent approximately 46.1% of TGR Financial’s issued and outstanding common stock, in favor of the acquisition.
This will become the sixth acquisition for First Foundation, which acquired Premier Business Bank in Los Angeles on December 19, 2017, Community 1st Bank in the Greater Sacramento area on November 10, 2017, two branches in Seal Beach and Laguna Hills from Pacific Western Bank on December 12, 2016; Pacific Rim Bank in Honolulu on June 16, 2015, and Desert Commercial Bank in Palm Desert on August 15, 2012.
For additional information about the proposed acquisition of TGR Financial, shareholders are encouraged to carefully read the definitive agreement that was filed with the Securities and Exchange Commission (“SEC”) today. In connection with the announcement of the transaction, an investor presentation will be filed with the SEC and made available on First Foundation’s website.
D.A. Davidson & Co. served as financial advisor to First Foundation and Sheppard Mullin Richter & Hampton LLP served as legal counsel. Truist Financial and Swan Hill Advisors, LLC served as financial advisors to TGR Financial and Smith Mackinnon, PA and Smith Gambrell & Russell LLP served as legal counsel.
About First Foundation
First Foundation, Inc. (NASDAQ: FFWM) and its subsidiaries offer personal banking, business banking, and private wealth management services, including investment, trust, insurance, and philanthropy services. This comprehensive platform of financial services is designed to help clients at any stage in their financial journey. The broad range of financial products and services offered by First Foundation are more consistent with those offered by larger financial institutions, while its high level of personalized service, accessibility, and responsiveness to clients is more aligned with community banks and boutique wealth management firms. This combination of an integrated platform of comprehensive financial services and the products along with personalized service differentiates First Foundation from many of its competitors and has contributed to the growth of its client base and business. Services are offered through bank and/or wealth management branch offices in California, Texas, Nevada, and Hawaii. Learn more at firstfoundationinc.com, or connect with us on LinkedIn and Twitter.
About TGR Financial
TGR Financial, Inc. is the parent company for First Florida Integrity Bank. First Florida Integrity Bank offers a full suite of banking services designed to meet the needs of both personal and commercial customers.
