8-K
First Foundation Inc. (FFWM)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) ofthe
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):February 2, 2023
FIRST FOUNDATION INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36461 | 20-8639702 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>Identification Number) |
| 200 Crescent Court, Suite 1400 | ||
| --- | --- | |
| Dallas, Texas | 75201 | |
| (Address of principal executive offices) | (Zip Code) |
(469) 638-9636
(Registrant’s telephone number, including area code)
N/A
(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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| x | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock | FFWM | NASDAQ Global Market |
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. ¨
| Item 8.01 | Other Events. |
|---|
On December 30, 2022, First Foundation Inc. (the “Company”) received a letter (the “Nomination Notice”) from Driver Opportunity Partners I LP, Driver Management Company LLC and Abbott Cooper (collectively, “Driver”) purporting to nominate Allison Ball and Lila I. Flores (together, the “Purported Nominees”) for election to the Company’s Board of Directors (the “Board”) at the Company’s 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”). The Company’s evaluation regarding the validity of the Nomination Notice is ongoing.
As part of the Company’s diligence and efforts to gather information on the Purported Nominees, the Company became aware of an entity named Hell or High Ranch Water LLC, a Texas limited liability company (“Hell or High Ranch Water”), of which Ms. Flores is a manager and Charles Flores, of Beck Redden LLP, is the registered agent. Beck Redden LLP is listed as Hell or High Ranch Water’s registered office street address with the Texas Comptroller of Public Accounts. Driver did not disclose the existence of Hell or High Ranch Water, nor Ms. Flores’s position in such entity, in the Nomination Notice. Rather, the Company found the information as a result of the Company’s own separate and distinct diligence process.
On February 2, 2023, the Company sent a letter (the “February 2^nd^ Letter”) to Mr. Flores, of Beck Redden LLP, as the registered agent of Hell or High Ranch Water, requesting that documents and communications regarding Hell or High Ranch Water be maintained and preserved to ensure that all information needed to evaluate the Purported Nominees is preserved and available if needed. A copy of the February 2^nd^Letter was also sent to Driver and each of the Purported Nominees. Following the delivery of the February 2^nd^ Letter, the Company received a letter from Driver, dated February 2, 2023 (the “First Driver Letter”). On February 3, 2023, the Company sent a second letter (the “February 3^rd^ Letter”), to Mr. Flores requesting confirmation of receipt of the February 2^nd^ Letter. A copy of the February 3^rd^ Letter was also sent to Driver, each of the Purported Nominees and certain Beck Redden LLP attorneys. Following the delivery of the February 3^rd^ Letter, the Company received a letter from Driver, dated February 3, 2023 (the “Second Driver Letter”). Further, on February 8, 2023, the Company sent a third letter (the “February 8^th^ Letter”) to Mr. Flores, again requesting receipt of the February 2^nd^ Letter. A copy of the February 8^th^ Letter was also sent to Driver, each of the Purported Nominees and certain Beck Redden LLP attorneys. Following delivery of the February 8^th^ Letter, Mr. Flores acknowledged receipt of the February 2^nd^ Letter by email.
A copy of each of the February 2^nd^ Letter, the First Driver Letter, the February 3^rd^ Letter, the Second Driver Letter and the February 8^th^ Letter is filed herewith as Exhibit 99.1, 99.2, 99.3, 99.4 and 99.5, respectively, and is incorporated herein by reference.
Important Additional Information
The Company, its directors and certain of its executive officers are participants in the solicitation of proxies from the Company’s stockholders in connection with its upcoming 2023 Annual Meeting. The Company intends to file a definitive proxy statement and a BLUE universal proxy card with the Securities and Exchange Commission (the “SEC”) in connection with any such solicitation of proxies from the Company’s stockholders. STOCKHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ SUCH PROXY STATEMENT, ACCOMPANYING BLUE UNIVERSAL PROXY CARDAND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. The Company’s definitive proxy statement for the 2022 Annual Meeting of Stockholders contains information regarding the direct and indirect interests, by security holdings or otherwise, of the Company’s directors and executive officers in the Company’s securities. Information regarding subsequent changes to their holdings of the Company’s securities can be found in the SEC filings on Forms 3, 4 and 5, which are available on the Company’s website at www.ff-inc.com or through the SEC’s website at www.sec.gov. Information can also be found in the Company’s other SEC filings, including its Annual Report on Form 10-K for the year ended December 31, 2022 (when it becomes available). Updated information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the definitive proxy statement and other materials to be filed with the SEC in connection with the 2023 Annual Meeting. Stockholders will be able to obtain the definitive proxy statement, any amendments or supplements to the proxy statement and other documents filed by the Company with the SEC at no charge at the SEC’s website at www.sec.gov. Copies will also be available at no charge on the Company’s website at www.ff-inc.com.
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| Item 9.01 | Financial Statements and Exhibits. |
|---|---|
| Exhibit No. | Description |
| --- | --- |
| 99.1 | Letter, dated February 2, 2023, from First Foundation Inc. to Charles Flores |
| 99.2 | Letter, dated February 2, 2023, from Driver Management Company to First Foundation Inc. |
| 99.3 | Letter, dated February 3, 2023, from First Foundation Inc. to Charles Flores |
| 99.4 | Letter, dated February 3, 2023, from Driver Management Company to First Foundation Inc. |
| 99.5 | Letter, dated February 8, 2023, from First Foundation Inc. to Charles Flores |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
| FIRST FOUNDATION INC. |
|---|
Date: February 8, 2023
| By: | /s/ Scott F. Kavanaugh |
|---|---|
| Scott F. Kavanaugh | |
| President and Chief Executive Officer |
4
Exhibit 99.1
February 2, 2023
By Email and Federal Express
Charles Flores, Registered Agent of Hell or High Ranch Water LLC
Beck Redden LLP
1221 McKinney Street, Suite 4500
Houston, Texas 77010-2029
Re: Hell or High Ranch Water LLC | Request for Document Preservation
Dear Mr. Flores:
First Foundation Inc. (the “Company”), a financial institution with its headquarters in Dallas, Texas, has received a letter dated December 30, 2022 (the “Letter”) from Driver Opportunity Partners I LP (the “Driver”) purporting to nominate Allison Ball and Lila I. Flores (together, the “Purported Nominees”) for election to the Company’s Board of Directors (the “Board”) at the Company’s 2023 annual meeting of stockholders.
As part of our diligence and efforts to gather information on the Purported Nominees, we have become aware of an entity named Hell or High Ranch Water LLC, a Texas limited liability company (“Hell or High Ranch Water”), of which Ms. Flores is a manager and you are the registered agent. We are evaluating this entity, the existence of which was not disclosed to us by Driver or the Purported Nominees, and its ownership and business dealings in connection with the Nomination Notice in order to evaluate the qualifications of the Purported Nominees to serve on the Board and the validity of the nomination of the Purported Nominees. Upon information and belief, we believe this entity may be associated with a podcast entitled “Hell or High Ranch Water” co-hosted by the Purported Nominees. In light of the foregoing and to ensure that all information needed to evaluate the Purported Nominees is preserved and available if needed, we request that all documents and communications related to Hell or High Ranch Water (including, but not limited to, electronic files, recordings, accounting records, documents reflecting investments or other business dealings, e-mails, social media postings, and text messages) held by you, Hell or High Ranch Water’s principals, employees and affiliates, and/or Beck Redden LLP (“Beck Redden”) be maintained and preserved.
As Beck Redden’s business address is listed as both the address of Hell or High Ranch Water in the records of the Texas Comptroller and the address of the registered agent of Hell or High Ranch Water, we ask that you forward this request to the general counsel of Beck Redden and confirm to us that you have done so. Please feel free to contact us with any questions.
| Very<br> truly yours, | |
|---|---|
| FIRST<br> FOUNDATION INC. | |
| /s/ C.<br> Kelly Rentzel | |
| C.<br> Kelly Rentzel | |
| General<br> Counsel and Corporate Secretary | |
| CC: | Driver Opportunity Partners I LP <br><br>Driver Management Company LLC <br><br>J. Abbott Cooper |
| --- | --- |
Allison Ball
Lila Flores
-
Exhibit 99.2
February 2, 2023
Ms. Kelly Rentzel
Executive Vice President, General Counsel and Secretary
First Foundation Inc.
200 Crescent Court, Suite 1400
Dallas, TX 75201
Kelly,
I saw your “preservation notice” and my only response is: really?
You and I both know that this is a shameless (and unbelievably bush league) attempt at intimidation by conflating an entirely illegitimate request with the type of preservation notice issued in connection with litigation.
You have no legal right to request that anyone preserve documents in connection with the nomination of candidates for election to director. Normally, I would be happy to have you create a record of antagonizing the two highly qualified women that we have nominated for election to director, but the “preservation notice” is so absurd that it offends my expectations regarding the normal type of give and take typical of these situations.
I can’t help it that you and First Foundation generally were ill-prepared to deal with our nomination but that hardly justifies the nonsense embodied in your “preservation notice.”
If you have any questions for either Allison or Lila, just send them to me and maybe we can handle things in a more reasonable manner.
| Driver Management Company LLC |
|---|
| /s/ J. Abbott R. Cooper |
Soundview Plaza
1266 East Main Street, Suite 700R
Stamford, CT 06902
Exhibit 99.3
February 3, 2023
By Email and Federal Express
Charles Flores, Registered Agent of Hell or High Ranch Water LLC
Beck Redden LLP
1221 McKinney Street, Suite 4500
Houston, Texas 77010-2029
Re: Hell or High Ranch Water LLC | Request for Document Preservation
Dear Mr. Flores:
First Foundation Inc., a financial institution with its headquarters in Dallas, Texas, sent a letter, dated February 2, 2023 (the “February 2^nd^Letter”), to you by email and FedEx in your capacity as registered agent of Hell or High Ranch Water LLC, a Texas limited liability company. Please promptly confirm receipt of the February 2^nd^ Letter.
We have received the attached email communication from Abbott Cooper on February 2, 2023. Please advise whether Mr. Cooper is counsel to you, Hell or High Ranch Water or to Beck Redden LLP, as he has requested that all correspondence regarding the February 2nd Letter be sent to his attention.
| Very truly yours, | |
|---|---|
| FIRST FOUNDATION INC. | |
| /s/ C. Kelly Rentzel | |
| C. Kelly Rentzel | |
| General Counsel and Corporate Secretary | |
| CC: | David J. Beck, Beck Redden LLP |
| --- | --- |
Joe W. Redden, Jr., Beck Redden LLP
Driver Opportunity Partners I LP
Driver Management Company LLC
J. Abbott Cooper
Allison Ball
Lila Flores
-
February 2, 2023
Ms. Kelly Rentzel
Executive Vice President, General Counsel and Secretary
First Foundation Inc.
200 Crescent Court, Suite 1400
Dallas, TX 75201
Kelly,
I saw your “preservation notice” and my only response is: really?
You and I both know that this is a shameless (and unbelievably bush league) attempt at intimidation by conflating an entirely illegitimate request with the type of preservation notice issued in connection with litigation.
You have no legal right to request that anyone preserve documents in connection with the nomination of candidates for election to director. Normally, I would be happy to have you create a record of antagonizing the two highly qualified women that we have nominated for election to director, but the “preservation notice” is so absurd that it offends my expectations regarding the normal type of give and take typical of these situations.
I can’t help it that you and First Foundation generally were ill-prepared to deal with our nomination but that hardly justifies the nonsense embodied in your “preservation notice.”
If you have any questions for either Allison or Lila, just send them to me and maybe we can handle things in a more reasonable manner.
| Driver Management Company LLC |
|---|
| /s/ J. Abbott R. Cooper |
Soundview Plaza
1266 East Main Street, Suite 700R
Stamford, CT 06902
Exhibit 99.4
February 3, 2023
Ms. Kelly Rentzel
Executive Vice President, General Counsel and Secretary
First Foundation Inc.
200 Crescent Court, Suite 1400
Dallas, TX 75201
Kelly,
I have reviewed a letter from you of even date addressed to Charles Flores, as registered agent of Hell or High Ranch Water LLC (“HOHRW LLC”) and would like to clarify the following:
First, I do not represent any of Mr. Flores, Beck Redden LLP or HOHRW LLC in any capacity and I have a hard time believing that you might, in good faith, think otherwise.
Second, I never requested that “all correspondence regarding the February 2^nd^ Letter be sent to” my attention. Since you included a copy of the letter I sent you yesterday, in which you claim that I made that request, with your letter to Mr. Flores, you obviously know that is not the case.
To put this in context, Driver Opportunity Partners I LP (“Driver”) has nominated Lila Ontiveros and Allison Ball for election to the board of directors (the “Board”) of First Foundation, Inc.’s (“FFWM”) 2023 annual meeting of shareholders. Based on a plain reading of a letter from you to Mr. Flores dated February 2, 2023, you claim that Ms. Flores is a manager of HOHRW LLC and that the existence of any ownership interest in HOHRW LLC was not disclosed in the notice of nomination (the “Notice of Nomination”) submitted by Driver on December 30, 2022. To the extent that you contend that any of these alleged facts might render the Notice of Nomination deficient in any way, common practice would dictate that you would deliver notice of any purported deficiency to Driver or its counsel. Indeed, the Notice of Nomination clearly states:
If FFWM contends this Notice is incomplete or is otherwise deficient in any respect, please notify our counsel, Olshan Frome Wolosky LLP, 1325 Avenue of the Americas, New York, New York 10019, Attention: Sebastian Alsheimer, Esq., telephone (212) 451-2246, facsimile (212) 451-2222, email: salsheimer@olshanlaw.com, setting forth the facts that FFWM contends support its position and specifying any additional information believed to be required. In the absence of such prompt notice, Driver Management will assume that FFWM agrees that this Notice complies in all respects with the requirements of the Bylaws. Driver Management reserves the right to withdraw or modify this Notice at any time.
However, rather than notifying Driver (or its counsel) of an alleged deficiency in the Notice of Nomination, you delivered a “Preservation Notice” to Mr. Flores in which you made an entirely illegitimate request that Mr. Flores preserve documents and communications related to HOHRW. Based on references regarding your legal acumen given to me by Peter Bartholow and others, I assume that you are more than aware that FFWM has no right—nor does it have any reason to claim such a right—to request Mr. Flores preserve anything and that the primary purpose of the so-called “Preservation Notice” was to harass and intimidate Ms. Flores and Ms. Ball.
While I did state “[i]f you have any questions for either Allison or Lila, just send them to me and maybe we can handle things in a more reasonable manner,” that statement was intended—and I believe the intent was very clear from the larger context—to mean that if FFWM is claiming that the Notice of Nomination was deficient in any way, those claims should be addressed to me as the representative of Driver, the nominating FFWM stockholder.
Driver has repeatedly sought to engage with FFWM regarding its concerns and will continue to do. Driver’s preference is to resolve this matter privately through a negotiated settlement, the aim of which would be to bring needed change to the composition of the Board in order to provide the oversight, including with respect to interest rate and liquidity risk management, that is currently so lacking, which Driver believes contributed to the 44% decline in FFWM’s stock price during 2022.
Soundview Plaza
1266 East Main Street, Suite 700R
Stamford, CT 06902
Given FFWM management’s apparent preference for gamesmanship rather than engagement, however, Driver is assuming that the question of how the Board is to be constituted will be left for FFWM stockholders to decide in contested director election. Obviously, the record of attempting to obstruct Driver in its exercise of its fundamental rights as a FFWM stockholder that FFWM has created to date may be of considerable interest to FFWM stockholders when determining how to cast their vote.
For the purposes of clarity, again, (x) I do not represent any of Mr. Flores, Beck Redden LLP or HOHRW LLC in any capacity and (y) please direct any claims regarding any alleged deficiency in the Nomination Notice to me rather than continue to broaden the circle of targets of your harassment.
| /s/ J. Abbott R. Cooper |
|---|
CC: Charles Flores, Esq.
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Exhibit 99.5
February 8, 2023
By Email and Federal Express
Charles Flores, Registered Agent of Hell or High Ranch Water LLC
Beck Redden LLP
1221 McKinney Street, Suite 4500
Houston, Texas 77010-2029
Re: Hell or High Ranch Water LLC | Request for Document Preservation
Dear Mr. Flores:
First Foundation Inc. (the “Company”), a financial institution with its headquarters in Dallas, Texas, sent two letters, dated February 2, 2023 and February 3, 2023, respectively (together, the “ Letters”), to you by email and FedEx in your capacity as registered agent of Hell or High Ranch Water LLC (“HHRW”), a Texas limited liability company. Your law firm’s name – Beck Redden LLP – and address are listed as HHRW’s registered office street address with the Texas Comptroller of Public Accounts (the “TCPA”). You have not yet confirmed receipt of the Letters.
Driver Opportunity Partners I LP and Driver Management Company (together, “ Driver”) submitted a letter, dated December 30, 2022, purporting to nominate Allison Ball and Lila I. Flores for election to the Company’s Board of Directors at the Company’s 2023 annual meeting of stockholders (the “Purported Nominations”). Ms. Ball and Ms. Flores may be associated with HHRW and an affiliated podcast that they co-host. Driver has a history of commencing litigation related to its nominations of directors with respect to at least four financial institutions over the past three years. In the event Driver escalates this matter to litigation, documents and information related to HHRW and the Purported Nominations in the possession of your law firm might become relevant. As you and your law firm are identified as the registered agent and address, respectively, for HHRW in filings with the TCPA, we reiterate our request that you preserve all documents and information with respect to this matter.
* * *
The Company intends to file correspondence regarding this matter with the Securities and Exchange Commission in the interest of transparency. We appreciate your prompt attention to this matter and response to the Letters.
| Very truly yours, | |
|---|---|
| FIRST FOUNDATION INC. | |
| /s/<br> Kelly Rentzel | |
| Name: | Kelly Rentzel |
| Title: | Executive Vice President, General Counsel and<br> Secretary |
| CC: | David J. Beck, Beck Redden LLP |
| --- | --- |
| Joe W. Redden, Jr., Beck Redden LLP | |
| Driver Opportunity Partners I LP | |
| Driver Management Company LLC | |
| J. Abbott Cooper | |
| Allison Ball | |
| Lila Flores |