First Foundation Inc., a financial services company with two wholly owned operating subsidiaries, First Foundation Advisors and First Foundation Bank, and TGR Financial, Inc. jointly announced the execution of a definitive agreement under which TGR Financial will merge into First Foundation in an all-stock transaction valued at approximately $295 million.
TGR Financial Inc. is the holding company of First Florida Integrity Bank, a Florida state-chartered bank with $2.3 billion in total assets as of March 31, 2021 and seven branch offices located in Southwest Florida. Immediately following the merger of TGR Financial with and into First Foundation, First Florida Integrity Bank will merge with and into First Foundation Bank. The transaction will increase First Foundation’s total bank assets to approximate $9.4 billion on a pro forma basis as of March 31.
“This strategic acquisition provides First Foundation an excellent opportunity to expand into a highly desirable market,” said Scott F. Kavanaugh, CEO of First Foundation. “First Florida Integrity Bank has built a valuable banking franchise and we are committed to continuing its legacy by serving the needs of all its clients and enhancing its offering with our broad platform of services, as well as supporting programs available to local nonprofits in the bank’s local communities. This acquisition highlights our desire to continue growing our business in markets with attractive demographic and economic trends and we are excited to have a regional presence spanning from coast to coast.”
Gary L. Tice, Chairman and CEO of TGR Financial, added, “We are pleased that we have aligned with an organization that will expand resources to our clients, offering First Foundation’s integrated banking and wealth management services through our local team. Because of its financial strength, profitable history, and with much of its growth still before it, First Foundation makes for an ideal partner for our clients, employees, and shareholders.”
The definitive agreement was unanimously approved by the Board of Directors of each company. The transaction is expected to close in the second half of 2021 and is subject to the satisfaction of customary closing conditions, including the receipt of regulatory approvals and approvals from First Foundation stockholders, and TGR Financial shareholders.
Upon closing of the transaction, TGR Financial’s Chairman and CEO, Gary L. Tice, will join the First Foundation Board of Directors. TGR Financial’s directors and executive officers and certain shareholders have entered into agreements with First Foundation pursuant to which they committed to vote their shares, which represent approximately 46.1 percent of TGR Financial’s issued and outstanding common stock, in favor of the acquisition.
This will become the sixth acquisition for First Foundation, which acquired Premier Business Bank in Los Angeles on Dec. 19, 2017, Community 1st Bank in the Greater Sacramento area on Nov. 10, 2017, two branches in Seal Beach and Laguna Hills from Pacific Western Bank on Dec. 12, 2016; Pacific Rim Bank in Honolulu on June 16, 2015, and Desert Commercial Bank in Palm Desert on Aug. 15, 2012.
D.A. Davidson & Co. served as financial advisor to First Foundation and Sheppard Mullin Richter & Hampton LLP served as legal counsel. Truist Financial and Swan Hill Advisors, LLC served as financial advisors to TGR Financial and Smith Mackinnon, PA and Smith Gambrell & Russell LLP served as legal counsel.