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): April 6, 2018
FIRST FOUNDATION INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-36461 |
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20-8639702 |
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(State or other jurisdiction of incorporation) |
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(Commission
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(IRS Employer Identification Number) |
18101 Von Karman Avenue, Suite 700
Irvine, California 92612
(Address of Principal Executive Offices) (Zip Code)
(949) 202-4160
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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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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On April 6, 2018, First Foundation Inc. (the “ Company ” ) entered into the Second Amendment to Loan Agreement (the “ Second Amendment ” ), which amends the Loan Agreement, dated as of February 8, 2017, which was subsequently amended by the First Amendment to Loan Agreement, dated as of May 18, 2017, (collectively the “Loan Agreement”) with NexBank SSB, a Texas savings bank (the “Lender”), to increase the maximum amount available under the borrowing arrangement by $25,000,000, after which the maximum principal available under the borrowing arrangement is $75,000,000. Except as modified and amended by the Second Amendment, all of the terms and provisions of the Loan Agreement remain in full force and effect.
A copy of the Second Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to Exhibit 10.1. A copy of the press release issued by the Company related to the Second Amendment is attached hereto as Exhibit 99.1 and incorporated herein by reference. A copy of the Loan Agreement, along with the Pledge and Security Agreement entered into in connection with the Loan Agreement, are attached as Exhibits 10.1 and 10.2 to our Current Report on Form 8-K filed with the SEC on February 9, 2017. A copy of the First Amendment to the Loan Agreement is attached as Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on May 22, 2017.
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Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 of this report is incorporated herein by reference.
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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: April 9, 2018 |
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By: |
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/s/ JOHN M. MICHEL |
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John M. Michel Executive Vice President & Chief Financial Officer |
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Exhibit 10.1
SECOND AMENDMENT TO LOAN AGREEMENT
THIS SECOND AMENDMENT TO LOAN AGREEMENT (this “ Amendment ”) is entered into as of April 6, 2018, between FIRST FOUNDATION INC. , a Delaware corporation (“ Borrower ”), and NEXBANK SSB (with its participants, successors and assigns, “ Lender ”).
R E C I T A L S
A. Borrower and Lender are parties to that certain Loan Agreement dated as of February 8, 2017 (as heretofore amended and as it may be further amended, modified, supplemented, restated or amended and restated from time to time, the “ Loan Agreement ”). Unless otherwise indicated herein, all terms used with their initial letter capitalized are used herein with their meaning as defined in the Loan Agreement and all Section references are to Sections in the Loan Agreement.
B. On May 18, 2017, Borrower executed an Amended and Restated Promissory Note in the principal amount of $50,000,000 in favor of Lender, evidencing the Loan (the “ A&R Note ”).
C. Borrower and Lender have agreed to increase the maximum amount of the Loan in an amount equal to $25,000,000, after which the maximum outstanding principal balance of the Loan as of the Effective Date (as hereinafter defined) shall be $75,000,000.
D. Borrower has requested that Lender amend the Loan Agreement as provided below.
E. Borrower has requested that Lender amend the A&R Note as provided in the Second Amended and Restated Promissory Note being delivered in connection herewith (the “ Second Amended and Restated Note ”).
F. Borrower and Lender desire to amend the Loan Documents, subject to the terms, conditions, and representations set forth herein, as requested by Borrower.
G. Borrower and Lender agree to the other terms and provisions provided below, subject to the terms, conditions, and representations set forth herein.
NOW, THEREFORE, in consideration of these premises and other valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree, as follows:
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1. |
Amendments to Loan Agreement . Subject to the satisfaction of the conditions set forth herein, the Loan Agreement is amended as follows: |
(a) The following definition in Section 2.1 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:
“ Note : That certain Second Amended and Restated Revolving Promissory Note dated as of the Second Amendment Effective Date in the aggregate principal amount of $75,000,000, or such lesser amount of the Loans as may be outstanding hereunder, made payable to the order of Lender, to evidence the Loans.”
(b) Section 2.1 of the Loan Agreement is hereby amended to add the following definition in the appropriate alphabetical order as follows:
“ Second Amendment Effective Date : April 6, 2018.”
(c) Section 4.1 of the Loan Agreement is hereby amended to delete the phrase “Fifty Million Dollars ($50,000,000)” and replace it with the phrase “Seventy-Five Million Dollars ($75,000,000)”.
(a) Lender shall have received counterparts of this Amendment executed by Borrower, Lender, and each other party set forth on the signature pages hereto, and the original executed Second Amended and Restated Note;
(b) Lender shall have received satisfactory evidence that Borrower has paid the fees and expenses of counsel described in Section 5 ;
(c) No Default or Event of Default shall have occurred and be continuing or shall result after giving effect to this Amendment;
(d) Lender shall have received (i) an officer’s certificate of an authorized officer of Borrower certifying and attaching true and correct copies of its most recent Constituent Documents and (ii) a certified copy, signed by Borrower’s secretary, of a resolution of the board of directors of Borrower authorizing this Amendment and the Second Amended and Restated Note; and
(e) Lender shall have received an opinion from counsel for Borrower covering due authorization, execution and delivery and enforceability of the Amendment and the Second Amended and Restated Note.
(f) Lender shall have received such other instruments and documents incidental and appropriate to the transactions provided for herein as Lender or its counsel may reasonably request, and all such documents shall be in form and substance satisfactory to Lender (it being agreed that execution of this Amendment by Lender shall evidence that the foregoing conditions have been fulfilled).
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3. |
Reaffirmation of Loan Documents and Liens . Except as amended and modified hereby, any and all of the terms and provisions of the Loan Agreement and the other Loan Documents shall remain in full force and effect and are hereby in all respects ratified and confirmed by Borrower. Borrower hereby agrees that, except as expressly provided in this Amendment, the amendments and modifications herein contained shall in no manner affect or impair the liabilities, duties and obligations of Borrower under the Loan Agreement and the other Loan Documents or the Liens securing the payment and performance thereof. Borrower further confirms that the liens and security interests in the Collateral created under the Loan Documents secure, among other indebtedness, Borrower’s obligations under the Loan Documents, and all modifications, amendments, renewals, extensions, and restatements thereof. |
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or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by Borrower . |
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Fees, Costs and Expenses . Borrower agrees to pay promptly the reasonable fees and expenses of counsel to Lender for services rendered in connection with the preparation, negotiation, reproduction, execution, and delivery of this Amendment and all related documents; and |
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Miscellaneous . |
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(a) |
This Amendment shall be deemed to constitute a Loan Document for all purposes and in all respects. Each reference in the Loan Agreement or Second Amended and Restated Note to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import, and each reference in the Loan Agreement or in any other Loan Document, or other agreements, documents or other instruments executed and delivered pursuant to the Loan Agreement to the “Loan Agreement”, shall mean and be a reference to the Loan Agreement as amended by this Amendment. |
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(b) |
The Loan Documents shall remain unchanged and in full force and effect, except as provided in this Amendment and the Second Amended and Restated Note, and are hereby ratified and confirmed. The execution, delivery, and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any rights of Lender under any Loan Document, nor constitute a waiver under any of the Loan Documents. |
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(c) |
All of the terms and provisions of this Amendment shall bind and inure to the benefit of the parties hereto and their respective successors and assigns. |
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(d) |
This Amendment may be executed in one or more counterparts and by different parties hereto in separate counterparts each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. Delivery of photocopies of the signature pages to this Amendment by facsimile or electronic mail shall be effective as delivery of manually executed counterparts of this Amendment. |
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(e) |
THIS AMENDMENT, THE LOAN AGREEMENT, AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. |
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(f) |
The headings, captions and arrangements used in this Amendment are, unless specified otherwise, for convenience only and shall not be deemed to limit, amplify or modify the terms of this Amendment, nor affect the meaning thereof. |
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Any provision of this Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. |
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(h) |
This Amendment shall be construed in accordance with and governed by the laws of the State of Texas without regard to its principles of conflicts of laws. |
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(i) |
The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of Lender under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents |
[ Remainder of Page Intentionally Left Blank; Signature Page Follows ]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment in multiple counterparts on the date stated on the signature pages hereto, but effective as of Effective Date.
BORROWER:
FIRST FOUNDATION INC.
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a Delaware corporation
By:
/s/ John Michel
Name:
John Michel
Title:
Chief Financial Officer
Signature Page to
Second Amendment to Loan Agreement
LENDER:
NEXBANK SSB
By:
/s/ Rhett Miller
Name:
Rhett Miller
Title:
SVP
& Chief Credit Officer
Signature Page to
First Amendment to Loan Agreement
4841-6477-9104 v.1
Exhibit 99.1
First Foundation Announces Increase in Availability Under Loan Agreement
April 9, 2018--IRVINE, Calif.--(BUSINESS WIRE)--First Foundation Inc. (NASDAQ: FFWM), a financial services company with two wholly-owned operating subsidiaries, First Foundation Advisors and First Foundation Bank (“FFB”), today announced that it entered into a Second Amendment which amends the Loan Agreement, dated as of February 8, 2017, which was subsequently amended by the First Amendment to Loan Agreement, dated as of May 18, 2017, with NexBank SSB, a Texas savings bank, to increase the maximum amount available under the borrowing arrangement by $25,000,000, after which the maximum principal available under the borrowing arrangement is $75,000,000. No other changes were made in the terms under this Loan Agreement.
About First Foundation
First Foundation, a financial institution founded in 1990 provides private wealth management, personal banking, and business banking. The Company has offices in California, Nevada, and Hawaii with headquarters in Irvine, California. For more information, please visit www.ff-inc.com.
Forward-Looking Statements
This news release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements regarding our future credit availability and financial flexibility. Forward looking statements are based on management’s current expectations as of the date of this news release and are subject to known and unknown risks, uncertainties and other factors that may cause our actual results to differ materially from the statements contained herein. For additional information concerning risks, uncertainties and other factors that may cause our actual results to differ from those anticipated in the forward-looking statements, and risks to our business in general, please refer to our 2017 Annual Report on Form 10-K for the fiscal year ended December 31, 2017 that we filed with the SEC on March 16, 2018, and other documents we file with the SEC from time to time. We disclaim any obligation to update forward-looking statements contained in this news release or in the above-referenced 2017 Annual Report on Form 10-K, whether as a result of new information, future events or otherwise, except as may be required by law or NASDAQ rules.
Contact :
First Foundation Inc.
John Michel
Chief Financial Officer
949-202-4160
jmichel@ff-inc.com