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)		December 12, 2012
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			(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):
[ X] 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

Information is being furnished herein in Exhibit 99.1 with respect to presentations to investors and others by Pacific Premier Bancorp’s President and CEO, Steven R. Gardner for the quarter ended September 30, 2012.  These materials replace and supersede investor presentation materials previously furnished as an exhibit to Current Reports on Form 8-K.

The presentation is also available on the Company's web site at www.ppbi.com.

Information contained herein, including Exhibit 99.1, shall not be deemed filed for the purposes of the Securities Exchange Act of 1934, nor shall such information and Exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such a filing.

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS

99.1   Presentation by Pacific Premier Bancorp, Inc., CEO, Steven R. Gardner.

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:	December 12, 2012	By:	/s/ STEVEN R. GARDNER
			Steven R. Gardner
			President and Chief Executive Officer

EX-99.1

Investor Presentation
Third Quarter 2012 Update

Steve Gardner

President & CEO

1

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; 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 (“FAB”); 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; 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.

Notice to FAB Shareholders

This presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed acquisition of FAB, the
Company filed a registration statement on Form S-4 (the “Registration Statement”) with the SEC, which contains a proxy statement of FAB and a prospectus of the Company (collectively, the “proxy
statement/prospectus”). A definitive proxy statement/prospectus will be distributed to the shareholders of FAB in connection with their vote on the proposed acquisition of FAB after the Registration Statement
is declared by the SEC to be effective.As of the date of this presentation, the Registration Statement has not been declared effective by the SEC.SHAREHOLDERS OF FAB ARE ENCOURAGED TO
READ THE REGISTRATION STATEMENT AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS
SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION OF FAB. The definitive proxy
statement/prospectus will be mailed to shareholders of FAB. Investors and security holders will be able to obtain the definitive proxy statement/prospectus and the other documents free of charge at the SEC's
website, www.sec.gov. In addition, documents filed with the SEC by the Company will be available free of charge by (1) accessing the Company’s website at www.ppbi.com under the “Investor Relations”
link and then under the heading “SEC Filings,” (2) writing the Company at 17901 Von Karman Ave., Suite 1200, Irvine, California 92614, Attention: Investor Relations or (3) writing FAB at 12001 N. Central
Expressway, Suite 1165, Dallas, Texas 75243, Attention: Corporate Secretary.

The directors, executive officers and certain other members of management and employees of the Company may be deemed to be participants in the solicitation of proxies in favor of the proposed acquisition
from the shareholders of FAB. Information about the directors and executive officers of the Company is included in the proxy statement for its 2012 annual meeting of shareholders, which was filed with the
SEC on April 16, 2012. The directors, executive officers and certain other members of management and employees of FAB may also be deemed to be participants in the solicitation of proxies in favor of the
proposed acquisition from the shareholders of FAB. Information about the directors and executive officers of FAB is included in the definitive proxy statement/prospectus for the proposed acquisition of FAB.
Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the definitive proxy statement/prospectus
regarding the proposed acquisition. You may obtain free copies of this document as described in the preceding paragraph.

2

Corporate Profile

NASDAQ	PPBI
Focus	Small & Middle Market Businesses
Total Assets	$1.089 Billion
Branches	10 Locations
TCE Ratio	8.94% (1)
FD Book Value	$9.53
Net Income YTD ($000)	$11,965
ROAA YTD	1.56%
ROAE YTD	17.23%
NPAs / Assets	1.08%

As of September 30, 2012

(1)Non-GAAP financial measure. Please see the Appendix to this investor presentation for the GAAP reconciliation

3

Overview of PPBI

Strategic Plan - Pre 2008 Stage	oConvert from a Thrift to a Commercial Bank oDiversify the balance sheet, assets and liabilities
Strategic Plan - Current Stage	oGrowth by taking market share from competitors oGrowth through disciplined acquisitions oCanyon National Bank - $209 million in assets as of 2/11/11 oPalm Desert National Bank - $121 million in assets as of 4/27/12 oFirst Associations Bank (Pending) - $356 million in assets as of 9/30/12 oMaintain positive trends in profitability, net interest margin, & credit quality
Strategic Plan - Next Stage	o$31 million capital raise to support organic growth and acquisitions oIncrease fee income - SBA lending oIncrease non-interest bearing accounts to 35%+ of deposit base oBuild out commercial banking franchise

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Deposit Base: Today vs. 2008

	12/31/08	9/30/12	Variance
	(dollars in thousands)
Transaction Accounts
Noninterest bearing	$29,443	$211,410	618.0%
Interest bearing checking	20,989	11,684	(44.3%)
Money market	23,463	174,375	643.2%
Savings	14,401	80,419	458.4%
Total transaction accounts	88,296	477,888	441.2%
CD Accounts
Time deposits	341,741	471,982	38.1%
Broker/wholesale CDs	27,091	0	(100.0%)
Total CDs	368,832	417,982	13.3%
Total deposits	$457,128	$895,870	96.0%

5

Deposit Mix - Increasing Shareholder Value

$457,128

$618,734

$659,240

$828,877

$895,870

6

Loan Portfolio: Today vs. 2008

	12/31/08	09/30/12	Variance
	(dollars in thousands)
Business Loans
Commercial RE owner occupied	$112,406	$148,139	31.8%
Commercial and industrial	43,235	88,105	103.8%
Warehouse	0	112,053	n/a
SBA	4,942	4,736	(4.2%)
Total business loans	160,583	353,033	119.8%
CRE Loans
Multi-family	287,592	173,484	(39.7%)
Commercial non-owner occupied	163,428	262,046	60.3%
Total CRE loans	451,020	435,530	(3.4%)
One-to-four family	9,925	62,771	532.5%
Other loans	7,239	13,504	86.5%
Gross loans	$628,767	$864,838	37.5%

7

Strategic Plan Execution

oRelationship banking model

oGrowing core deposit base - shareholder value

oRobust earnings stream, building book value

oExcellent asset quality

oIncreasing market share

oStrong execution on acquisitions

oDisciplined analysis and pricing of targets

8

Financial Summary

	QTD 9/30/11	QTD 12/31/11	QTD 3/31/12	QTD 6/30/12	QTD 9/30/12
Balance Sheet	(dollars in thousands, except per share data)
Total assets	$928,502	$961,128	$985,171	$1,065,035	$1,089,336
Net loans	725,952	730,067	687,141	790,062	856,443
Total deposits	797,378	828,877	846,717	913,191	895,870
Total borrowings	38,810	38,810	38,810	38,810	85,810
Total equity	84,620	86,777	89,479	96,069	99,886
Statements of Operations
Net interest income	$10,231	$10,960	$10,041	$11,282	$11,854
Noninterest income	2,110	257	939	6,529	1,910
Noninterest expense	7,074	6,616	6,641	8,205	8,031
Net income	2,460	2,555	2,692	5,811	3,462
Diluted EPS	$0.23	$0.24	$0.25	$0.55	$0.32
Bank Capital Ratios
Tier 1 leverage	9.29%	9.44%	9.49%	9.48%	9.48%
Tier 1 risk-based	11.57%	11.68%	12.54%	11.28%	11.04%
Total risk-based	12.71%	12.81%	13.66%	12.18%	11.88%

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* California peer group consists of all insured California institutions in the FFIEC database

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Conservative Credit Culture

oOverall Underwriting Approach:

oGlobal cash flow lender

oLoans:

oBusiness - full banking relationship

oCRE - no high risk product types or loan structures

oPersonal guarantees, cross collateralized, cross guarantees

oProactive Portfolio Management

12

Loan Portfolio

Total loans: $864.8 million

WAVG Rate: 5.72%

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Solid Loan Performance

California peer group consists of all insured California institutions in the FFIEC database

Delinquency to Total Loans

PDNB

Acquisition

4/27/12

14

Proactive Asset Management

California peer group consists of all insured California institutions in the FFIEC database

Nonperforming Assets to Total Assets

15

Future Growth - Potential M&A Targets

Southern California Institutions

Source: SNL Financial

Total assets …………………………………..	$15.3
Total deposits ………………….....................	12.6
Total core deposits ……………....................	11.0
Total loans …………………….....................	10.6
Total branches ………………........................	204

(dollars in billions)

Potential Targets - $100 to $500 million 100 miles from Irvine, California As of September 30, 2012
	# of Institutions
$100 to $250 million	43
$250 to $500 million	22

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First Associations Bank Acquisition Overview

Strategic Rationale	oValuable source of long-term low-cost core deposits oImproves PPBI’s deposit mix and enhances franchise value oHOA Management deposit platform provides additional funding for loan growth
Attractive Valuation	oPrice / tangible book value of 118.2%(1)(2) oCore deposit premium of 2.73%(1) oPrice / earnings (last twelve months, tax adjusted)(1)(3) of 17.4x
Pro Forma Impact to PPBI	oAccretive to EPS beginning in 2013 oTangible book value payback period approximately 2 years(2)(4)
Other Transaction Assumptions	oCore deposit intangible asset of $1.5 million, or 0.50% of FAB’s core deposits oTotal transaction expenses of approximately $5.1 million
Preliminary Fair Value Adjustments	oPositive mark on FAB’s HTM securities portfolio from unrealized gain ($5.6 million(1)) o2.00% fair value mark on FAB’s gross loans
Cost Savings	oCost savings of approximately 10.0% (no personnel reduction) oCost savings are 75.0% phased in during 2013 and 100.0% phased in by 2014
Revenue Enhancements	oReadily available liquidity that can be redeployed into PPBI’s commercial banking business model. Additional revenue enhancements from PPBI’s higher cost CD run-off

(1)FAB balance sheet data as of 9/30/2012; PPBI market price data as of12/4/2012

(2)Non-GAAP financial measure. Please see the Appendix to this investor presentationfor GAAP reconciliation

(3)Adjusted for FAB’s S-Corporation status based on tax rate of 34.00%

(4)Incremental Tangible Book Value Payback represents the number of years to eliminate tangible book value dilution at closing utilizing incremental earnings created
in the merger including pro forma earnings from FAB

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Attractive Pro Forma Deposit Franchise

Source: PPBI Form 10-Q and SNL Financial FAB regulatory call report data, each as of 9/30/2012

Note: Pro Forma does not include purchase accounting or merger related adjustments

oStrengthens PPBI’s deposit franchise with low-cost long-term funding platform (FAB cost of deposits was 0.23% during 2012 Q3)

oPPBI has $113.5 million CDs that will mature in 2012 Q4, with weighted average cost of 1.05%

oThe acquisition would reduce PPBI’s loan / deposit ratio from 96.5% to pro forma 73.5%, as of 9/30/2012

PPBI (9/30/2012)

FAB (9/30/2012)

Pro Forma (9/30/2012)

18

Outlook

oGaining market share from competitors

oBuilding franchise value

oSouthern California is one of the best banking markets

oTarget rich environment for acquisitions

oProven management team and track record

oExperienced acquirer

oLiquidity from FAB acquisition will fund future loan growth

oWell positioned to expand reach throughout Southern California

19

Steve Gardner

sgardner@ppbi.com

(714) 431 - 4000

www.ppbi.com

20

Appendix

21

Non-GAAP Financial Measures

Tangible common equity and tangible book value per share are non-GAAP financial measures derived from GAAP-based amounts. We calculate tangible common
equity by excluding the balance of intangible assets from common stockholders’ equity. We calculate tangible book value per share by dividing tangible common
equity by common shares outstanding, as compared to book value per common share, which we calculate by dividing common stockholders’ equity by common
shares outstanding. We believe that this is consistent with the treatment by bank regulatory agencies, which exclude intangible assets from the calculation of risk-
based capital ratios. Accordingly, we believe that these non-GAAP financial measures provide information that is important to investors and that is useful in
understanding our capital position and ratios. However, these non-GAAP financial measures are supplemental and are not a substitute for an analysis based on GAAP
measures. As other companies may use different calculations for these measures, this presentation may not be comparable to other similarly titled measures reported
by other companies. A reconciliation of the non-GAAP measures of tangible common equity and tangible book value per share to the GAAP measures of common
stockholder’s equity and book value per share is set forth.

	PPBI (1)	Pro Forma With FAB (2)
Common Stockholders’ Equity	$99,886	$109,367
Less: Intangible Assets	$2,703	$7,840
Tangible Common Equity	$97,183	$101,527
Book Value per Share	$9.66	$9.41
Less: Intangible Assets per Share	$0.26	$0.67
Tangible Book Value per Share	$9.40	$8.74
Total Assets	$1,089,336	$1,409,139
Less: Intangible Assets	$2,703	$7,840
Tangible Assets	$1,086,633	$1,401,299
Tangible Common Equity Ratio	8.94%	7.25%

(1)As of 9/30/2012

(2)Includes base merger assumptions for FAB as of 9/30/2012

Note: Dollars in thousands except per share

22