8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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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 17, 2021

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FIRST FOUNDATION INC.

(Exact name of registrant as specified in its charter)

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Delaware	​	001-36461	​	20-8639702
(State or other jurisdiction<br><br>of incorporation)	​	(Commission<br><br>File Number)	​	(IRS Employer<br><br>Identification Number)

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200 Crescent Court, Suite 1400	​	​
Dallas , Texas	​	75201
(Address of Principal Executive Offices)	​	(Zip Code)

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( 469 ) 638-9636

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former name or former address, if changed since last report.)

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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:

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☐	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))

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Securities registered pursuant to Section 12(b) of the Act:

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Title of each class	​	Trading Symbol(s)	​	Name of each exchange on which registered
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Common Stock	​	FFWM	​	NASDAQ Global Market

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 2.01 Completion of Acquisition or Disposition of Assets.

On December 17, 2021, pursuant to the Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), dated as of June 2, 2021, between First Foundation Inc. (the “Company”) and TGR Financial, Inc., a Florida corporation (“TGR Financial”), TGR Financial was merged with and into the Company, with the Company continuing as the surviving corporation (the “Merger”). Pursuant to the Certificate of Merger filed by the Company with the Delaware Secretary of State, the Merger became effective at 11:59 p.m. Eastern Time on December 17, 2021 (the “Effective Time”). Immediately after the Merger, First Florida Integrity Bank, a Florida state-chartered bank and wholly-owned subsidiary of TGR Financial, merged with and into First Foundation Bank, a California state-chartered bank and wholly-owned subsidiary of the Company (“First Foundation Bank”), with First Foundation Bank continuing as the surviving bank (the “Bank Merger”).

Pursuant to the terms and conditions of the Merger Agreement, at the Effective Time, each share of TGR Financial common stock (“TGR Common Stock”) and each share of TGR Financial preferred stock (“TGR Preferred Stock”) was converted into the right to receive 0.6068 shares (the “Exchange Ratio”) of common stock of the Company (“Company Common Stock”).  In addition, at the Effective Time, each outstanding option to purchase shares of TGR Common Stock (each, a “TGR Option”), whether vested or unvested, was cancelled and converted into the right to receive an amount in cash (subject to withholding as provided in the Merger Agreement) equal to the product of (i) the total number of shares of TGR Common Stock underlying the TGR Option multiplied by (ii) the amount, if any, that $26.97 (the “Company Average Closing Price”), multiplied by the Exchange Ratio, exceeds the exercise price per share of such TGR Option. Any TGR Option which has an exercise price per share of TGR Common Stock that is greater than or equal to the product of the Company Average Closing Price multiplied by the Exchange Ratio was cancelled at the Effective Time for no consideration or payment.

As a result of the Merger, the Company will deliver approximately 11,352,614 shares of Company Common Stock to the former holders of TGR Common Stock and TGR Preferred Stock.  Former holders of TGR Common Stock and TGR Preferred Stock as a group have the right to receive shares of Company Common Stock in the Merger constituting approximately 20% of the outstanding shares of Company Common Stock immediately after the Merger. As a result, holders of Company Common Stock immediately prior to the Merger, as a group, own approximately 80% of the outstanding shares of the Company Common Stock immediately after the Merger.

The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to the Company’s Quarterly Report on Form 10-Q filed on August 6, 2021, which is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 17, 2021, in connection with the Merger and as contemplated by the Merger Agreement, the Board of Directors of the Company approved an increase in the authorized number of directors from nine to ten and the appointment of Gary L. Tice, who previously served as the Chairman and Chief Executive Officer of TGR Financial, to serve as a director of the Company, effective as of the Effective Time. Mr. Tice was also appointed to serve as a member of the Board of Directors of First Foundation Bank. Mr. Tice’s initial term will expire on the date of the Company’s 2022 Annual Meeting of Stockholders.

In connection with Mr. Tice’s appointment to the Board of Directors, Mr. Tice will receive the standard compensation received by non-employee directors, which compensation was last described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 23, 2021, and is incorporated herein by reference. The Company will also enter into its standard form of indemnification agreement with Mr. Tice.

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Item 7.01 Regulation FD Disclosure .

On December 20, 2021, the Company issued a press release announcing the completion of the Merger. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 7.01 and Exhibit 99.1 is furnished and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor will it be deemed incorporated by reference in any filing under the Securities Act, except as will be expressly set forth by specific reference in such document or filing.

Item 9.01 Financial Statements and Exhibits .

(a) Financial Statements of Businesses or Funds Acquired.

The Company intends to file the financial statements of the business acquired under cover of Form 8-K/A no later than 71 calendar days after the date this Report is required to be filed.

(b) Pro Forma Financial Information.

The Company intends to file pro forma financial information under cover of Form 8-K/A no later than 71 calendar days after the date this Report is required to be filed.

(d) Exhibits.

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Exhibit No.		Description	​
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2.1*	​	Agreement and Plan of Merger and Reorganization dated as of June 2, 2021, by and between First Foundation Inc. and TGR Financial, Inc.(incorporated by reference to Exhibit 2.1 to the Company’s Quarterly Report on Form 10-Q, filed on August 6, 2021).	​
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99.1	​	Press Release, dated December 20, 2021.	​
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104	​	Cover Page Interactive Data File (embedded within the Inline XBRL document)	​

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* Certain schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K promulgated by the SEC. The Company agrees to furnish a copy of any omitted schedule or exhibit to the SEC upon request.

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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.

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​	​	​	​	FIRST FOUNDATION INC.
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Date: December 20, 2021	​	​	​	By:	​	/s/ KEVIN L. THOMPSON
​	​	​	​	​	​	Kevin L. Thompson<br><br>Executive Vice President & Chief Financial Officer

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Exhibit 99.1

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First Foundation Inc. Completes Acquisition of TGR Financial, Inc.

and its bank subsidiary, First Florida Integrity Bank

●	Expands operations from coast to coast and solidifies position as a premier regional bank
●	Gary L. Tice appointed to First Foundation Inc.’s Board of Directors and Garrett Richter will oversee banking activites in Florida
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DALLAS, TX – December 20, 2021 – First Foundation Inc. (NASDAQ: FFWM), a financial services company with two wholly-owned operating subsidiaries, First Foundation Advisors and First Foundation Bank (collectively “First Foundation”), announced that it has completed its acquisition, effective as of December 17, 2021, of TGR Financial, Inc. and its bank subsidiary, First Florida Integrity Bank, a Florida state-chartered bank with seven branch offices located throughout Southwest Florida, plus a corporate office in Naples.

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“I am pleased to announce the completion of the acquisition of TGR Financial, Inc. and its bank subsidiary First Florida Integrity Bank,” said Scott F. Kavanaugh, CEO of First Foundation Inc. “This acquisition positions us to serve clients from coast to coast and enhances our profile as a premier regional bank. With the addition of approximately $1.1 billion in loans and $2.2 billion in deposits, along with a team of experienced bankers, this is the largest acquisition in our bank’s history. We are excited for all of the great growth potential in the state of Florida. We have already started working with our talented new team members, and we expect a smooth integration as we begin serving our new clients. I want to thank everyone who has worked tremendously hard to get us to where we are today and set us up for success as we plan to complete the full system conversion in the second quarter of 2022.”

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As part of the transaction, First Foundation Inc. also announced that its Board of Directors appointed Gary L. Tice to serve as a director. Mr. Tice had previously served as the Chairman of the Board of Directors of TGR Financial, Inc. In addition, Garrett Richter will assume the newly created position of Market President, overseeing banking activities in Florida.

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Under the terms of the merger agreement, each share of TGR Financial, Inc. common stock and each share of TGR Financial, Inc. preferred stock was converted into the right to receive 0.6068 of a share of First Foundation common stock.

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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 products and 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, Nevada, and Hawaii. First Foundation is also currently lending in Texas, with a branch office expected to open there in early 2022. Learn more at firstfoundationinc.com, or connect with us on LinkedIn and Twitter.

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Forward-Looking Statements

This press release includes forward-looking statements within the meaning of the "Safe-Harbor" provisions of the Private Securities Litigation Reform Act of 1995, including forward-looking

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statements relating to First Foundation's current expectations regarding the merger and its business plans and expectations. These statements are necessarily subject to risk and uncertainty and actual results could differ materially from those anticipated due to various factors, including those set forth from time to time in the documents filed or furnished by First Foundation with the Securities and Exchange Commission ("SEC"). The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: the risk that the benefits from the merger may not be fully realized or may take longer to realize than expected or be more costly to achieve, including as a result of changes in general economic and market conditions, interest and exchange rates, monetary policy, laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which First Foundation operates; the ability to promptly and effectively integrate the businesses of First Foundation and TGR Financial; reputational risks and the reaction of the companies' customers, employees and counterparties to the merger; diversion of management time on merger-related issues; lower than expected revenues, credit quality deterioration or a reduction in real estate values or a reduction in net earnings; that the COVID-19 pandemic, including uncertainty and volatility in financial, commodities and other markets, and disruptions to banking and other financial activity, could harm First Foundation's business, financial position and results of operations, and could adversely affect the anticipated benefits of the merger; and other risks that are described in First Foundation's public filings with the SEC. You should not place undue reliance on forward-looking statements and First Foundation undertakes no obligation to update any such statements to reflect circumstances or events that occur after the date on which the forward-looking statement is made.

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Investor Inquiries

Kevin Thompson

Chief Financial Officer

(949) 202-4164

kthompson@ff-inc.com

Media Inquiries

Tyler J. Resh  Director of Marketing & Strategy  (949) 202-4131  tresh@ff-inc.com

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