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): August 3, 2015
FIRST FOUNDATION INC.
(Exact name of registrant as specified in its charter)
| California | 001-36461 | 20-8639702 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
| 18101 Von Karman Avenue, Suite 700 | ||
| Irvine, CA 92612 | 92612 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(949) 202-4160
(Registrant’s Telephone Number, Including Area Code)
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)) |
| Item 8.01 | Other Events |
On August 3, 2015, First Foundation Inc. (the “Company”) issued a press release announcing commencement of its initial public offering, on a firm commitment basis, of shares of its common stock having an aggregate offering price of $100,000,000. The Company intends to grant the underwriters a 30-day option to purchase from the Company additional shares of common stock to cover over-allotments, if any. A copy of the press release is attached to this report as Exhibit 99.1 and is incorporated herein by reference.
More detailed information on the equity offering can be found in the preliminary prospectus supplement and accompanying prospectus relating to the equity offering that were filed today with the U.S. Securities and Exchange Commission.
| Item 9.01. | Financial Statements and Exhibits |
| (d) | Exhibits. |
| 99.1 | Press Release dated August 3, 2015 |
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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.
| Date: August 3, 2015 | FIRST FOUNDATION INC. | |||||
| By: | /s/ JOHN M. MICHEL | |||||
| Name: | John M. Michel | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||
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EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press Release dated August 3, 2015 | |
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Exhibit 99.1
FIRST FOUNDATION ANNOUNCES COMMENCEMENT OF COMMON STOCK OFFERING
IRVINE, CA – August 3, 2015 – First Foundation Inc. (NASDAQ: FFWM), a financial services company (the “Company”), with two wholly-owned operating subsidiaries, First Foundation Advisors and First Foundation Bank, which collectively provide investment management, wealth planning, consulting, insurance, trust and banking services primarily to high net-worth individuals and businesses, today announced that it has commenced an initial public offering of shares of its common stock having an aggregate offering price of $100,000,000. The Company expects to use the net proceeds from this offering for general corporate purposes, including, among other uses, the support of organic growth and possible acquisitions, along with potentially repaying all or a portion of its $29 million of outstanding term debt.
Sandler O’Neill + Partners, L.P., D.A. Davidson & Co. and Raymond James & Associates, Inc. will serve as joint book-running managers for the offering. The Company intends to grant the joint book-running managers a 30-day option to purchase from the Company additional shares of the Company’s common stock to cover over-allotments, if any.
The shares are being offered pursuant to the Company’s shelf registration statement on Form S-3 filed with the Securities and Exchange Commission (“SEC”) on July 1, 2015, which was declared effective on July 20, 2015. A copy of the preliminary prospectus supplement and accompanying prospectus relating to the offering are available on the SEC’s website at www.sec.gov. Copies may also be obtained from Sandler O’Neill + Partners, L.P., 1251 Avenue of the Americas, 6th Floor, New York, New York 10020, Attn: Syndicate Operations, or by phone at 1-866-805-4128.
This announcement is for informational purposes only and is not an offer to sell or the solicitation of an offer to buy any securities of the Company, which is made only by means of a prospectus supplement and related base prospectus, nor will there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. Before you invest, you should read the base prospectus in the registration statement, the preliminary prospectus supplement relating to the offering and other documents the Company files with the SEC for more complete information about the Company and this offering.
About First Foundation
First Foundation Inc., a financial institution founded in 1990, provides integrated investment management, wealth planning, consulting, insurance, trust and banking services. The Company is headquartered in Irvine, California with offices in Newport Beach, Pasadena, West Los Angeles, San Diego, Palm Desert and the Imperial Valley in California, in Las Vegas, Nevada and in Honolulu, Hawaii. For more information, please visit our website at www.ff-inc.com.
Forward-Looking Statements
The statements contained herein that are not historical facts are forward-looking statements (as defined by the Private Securities Litigation Reform Act of 1995) and are based on management’s current expectations and beliefs concerning future developments and their potential effects on 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. These statements are evidenced by terms such as “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” and similar expressions. Although these statements reflect management’s good faith beliefs and projections, they are not guarantees of future performance and they may not prove true. These projections involve risks and uncertainties that could cause actual results to differ materially from those addressed in the forward-looking statements. Such risks and uncertainties include, but are not limited to, the risk of incurring loan losses, which is an inherent risk of the banking business; the risk that the economic recovery in the United States will stall or will be adversely affected by domestic or international economic conditions and the risk that the Federal Reserve Board will continue to keep interest rates low, any of which could adversely affect our interest income and interest rate margins and, therefore, our future operating results; and the risk that the performance of our investment
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management business or of the equity and bond markets could lead clients to move their funds from or close their investment accounts with us, which would reduce our assets under management and adversely affect our operating results; and risks associated with the proposed public offering of the Company’s common stock. For a discussion of these risks and uncertainties, see the section of the periodic reports filed by the Company with the SEC entitled “Risk Factors”.
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.
Contact:
John Michel
Chief Financial Officer
First Foundation Inc.
949-202-4160
Email: jmichel@ff-inc.com
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