425

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)		February 7, 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):
[ 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

Pacific Premier Bancorp, Inc. (the “Company”) is filing an investor presentation relating to its fourth quarter of 2012 (the “Presentation”), which is to be used by the Company’s President and CEO, Steven R. Gardner, for presentations to investors and others.  The Presentation contains information as of a more recent date than the information contained in each of the investor presentations for the first three quarterly periods of 2012 that the Company previously filed as exhibits to its Current Reports on Form 8-K.

A copy of the Presentation is attached hereto as Exhibit 99.1 and incorporated herein by reference.  The Presentation is also available on the Company's web site at www.ppbi.com.

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS

99.1   Pacific Premier Bancorp, Inc., Investor Presentation, Fourth Quarter 2012

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:	February 7, 2013	By:	/s/ STEVEN R. GARDNER
			Steven R. Gardner
			President and Chief Executive Officer

EX-99.1

Investor Presentation
Fourth Quarter 2012

Steve Gardner

President & CEO

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 may make, if any, including, without limitation, the failure to achieve the expected revenue growth and/or
expense savings from its acquisitions such as 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; 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 definitive proxy statement/prospectus for the proposed acquisition of FAB. 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	$1.174 Billion
Branches	10 Locations
TCE Ratio	11.26% (1)
FD Book Value	$9.75
Net Income	$15.8 Million
ROAA	1.52%
ROAE	16.34%

As of and for the year ended December 31, 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 oRegimented approach to credit management
Strategic Plan - Current Stage	oOrganic growth driven by high performing sales culture oGeographic and product expansion through disciplined acquisitions oCanyon National Bank(CNB) - $209 million in assets as of 2/11/11 oPalm Desert National Bank(PDNB) - $121 million in assets as of 4/27/12 oFirst Associations Bank(FAB)(Pending) - $356 million in assets as of 9/30/12
Strategic Plan - Next Stage	oRecently completed $35.9 million capital raise to support growth oIncrease fee income - government guaranteed lending oIncrease non-interest bearing accounts to 35%+ of deposit base oBuild out commercial banking franchise

4

Creating Shareholder Value 2008 to 2012

$457,128

$618,734

$659,240

$828,877

$904,768

5

Deposit Base: 2008 vs 2012

	12/31/08	12/31/12	Variance
	(dollars in thousands)
Transaction Accounts
Noninterest bearing	$29,443	$213,636	625.6%
Interest bearing checking	20,989	14,299	(31.9%)
Money market	23,463	236,206	906.7%
Savings	14,401	79,420	451.5%
Total transaction accounts	88,296	543,561	515.6%
CD Accounts
Time deposits	341,741	361,207	5.7%
Broker/wholesale CDs	27,091	--	(100.0%)
Total CDs	368,832	361,207	(2.1%)
Total deposits	$457,128	$904,768	97.9%

6

Diversified Loan Portfolio

Total loans: $986.2 million

WAVG Rate: 5.44%

7

Loan Portfolio: 2008 vs 2012

	12/31/08	12/31/12	Variance
	(dollars in thousands)
Business Loans
Commercial RE owner occupied	$112,406	$150,934	34.3%
Commercial and industrial	43,235	115,354	166.8%
Warehouse	--	195,761	n/a
SBA	4,942	6,882	39.3%
Total business loans	160,583	468,931	192.0%
CRE Loans
Multi-family	287,592	156,424	(45.6%)
Commercial non-owner occupied	163,428	253,409	55.1%
Total CRE loans	451,020	409,833	(9.1%)
One-to-four family	9,925	97,463	882.0%
Other loans	7,239	9,967	37.7%
Gross loans	$628,767	$986,194	56.8%

8

Building out the Franchise

oRelationship banking model - strong sales culture

oGrowing core deposit base - increasing franchise value

oRobust earnings stream, building book value

oDisciplined analysis and pricing of acquisition targets

oStrong execution on acquisitions

oExcellent asset quality

9

Financial Summary

	QTD 12/31/11	QTD 3/31/12	QTD 6/30/12	QTD 9/30/12	QTD 12/31/12
Balance Sheet	(dollars in thousands, except per share data)
Total assets	$961,128	$985,171	$1,065,035	$1,089,336	$1,173,792
Net loans	730,067	687,141	790,062	856,443	977,894
Total deposits	828,877	846,717	913,191	895,870	904,768
Total borrowings	38,810	38,810	38,810	85,810	125,810
Total equity	86,777	89,479	96,069	99,886	134,517
Statements of Operations
Net interest income	$10,960	$10,041	$11,282	$11,854	$12,621
Noninterest income	257	939	6,529	1,910	3,194
Noninterest expense	6,616	6,641	8,205	8,031	8,977
Net income	2,555	2,692	5,811	3,462	3,811
Diluted EPS	$0.24	$0.25	$0.55	$0.32	$0.32
Bank Capital Ratios
Tier 1 leverage	9.44%	9.49%	9.48%	9.48%	12.07%
Tier 1 risk-based	11.68%	12.54%	11.28%	11.04%	12.99%
Total risk-based	12.81%	13.66%	12.18%	11.88%	13.79%

10

M&A and Organic Growth = Strong Returns

11

12

* California peer group consists of all insured California institutions, from SNL Financial.

13

High Performing Sales Culture Drives Organic Growth

oBusiness development team consists of early career sales executives with
real estate or financial services experience

oEach executive required to make 25 calls per day to develop sales pipeline

oConsistent calling effort identifies prospects

oDiligent monitoring and management of quantity and quality of lead
generation

oSenior commercial bankers utilized to close new relationships

14

Potential M&A - Target Rich Environment

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

15

Acquisition and Integration Strategy

General Acquisition Criteria

oWe look for strategic, financially compelling and culturally compatible
organizations

oDisciplined analysis, pricing and structuring of each transaction

oSeeking immediate accretion to EPS, minimum 15% IRR, maximum 10% dilution
to TBV, payback of 4 years or less

Integration Strategy

oIdentify key players that fit into our culture and can add value

oImmediately meet with new customer base to begin cross-selling

oAggressive schedule for disposition of problem assets when needed

16

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

oNo TDRs

oNo bulk loan sales

17

Excellent Loan Performance

Delinquency to Total Loans

PDNB

Acquisition

4/27/12

* California peer group consists of all insured California institutions, from SNL Financial.

18

Proactive Asset Management

Nonperforming Assets to Total Assets

* California peer group consists of all insured California institutions, from SNL Financial.

19

First Associations Bank Acquisition Overview

Strategic Rationale	oValuable source of long-term low-cost core deposits - 0.23% COF(1) oImproves deposit mix and enhances franchise value oHOA Management deposit platform provides additional funding for loan growth
Attractive Valuation	oPrice / tangible book value of 122.4%(1)(2) oCore deposit premium of 3.36%(1) oPrice / earnings (last twelve months, tax adjusted)(1)(3) of 18.0x
Pro Forma Impact to PPBI	oAccretive to EPS beginning in 2013 oTangible book value payback period approximately 2 years(2)(4)
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 commercial banking business model. Additional revenue enhancements from higher cost CD run-off

(1)FAB balance sheet data as of 9/30/2012; PPBI market price data as of2/4/2013

(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 pro forma tangible book value dilution at closing utilizing incremental earnings created in the
merger including pro forma earnings from FAB and a pro forma tangible book value calculated on a combined basis for the merger, as further adjusted after giving effect to the sale of
3,795,000 newly issued shares of Pacific Premier common stock in its recent underwritten public offering

20

Outlook

Numerous catalysts in place to drive increase in earnings and franchise value

oAdding relationship bankers to further take market share from competitors

oGrowing SBA loan production to generate higher non-interest income

oLiquidity from FAB acquisition and deposit platform will fund future loan growth

oExpanding commitments and new business relationships with mortgage bankers

oTarget rich environment for M&A

oProven management team with track record of extracting value from acquisitions

21

Steve Gardner

sgardner@ppbi.com

(949) 864 - 8000

www.ppbi.com

22

Appendix

23

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	Pro Forma Combined with FAB and Adjusted for the Offering
	12/31/12	9/30/12
Common Stockholders’ Equity	$134,517	$144,925
Less: Intangible Assets	$2,626	$7,839
Tangible Common Equity	$131,891	$137,086
Book Value per Share	$9.85	$9.40
Less: Intangible Assets per Share	$0.20	$0.51
Tangible Book Value per Share	$9.65	$8.89
Total Assets	$1,173,792	$1,444,697
Less: Intangible Assets	$2,626	$7,839
Tangible Assets	$1,171,166	$1,436,858
Tangible Common Equity Ratio	11.26%	9.54%

Note: Dollars in thousands except per share

24