FIRST FOUNDATION INC. (NASDAQ:FFWM) Files An 8-K Entry into a Material Definitive Agreement

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FIRST FOUNDATION INC. (NASDAQ:FFWM) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01

Entry into a Material Definitive Agreement

Merger Agreement

On June 14, 2017, First Foundation Inc. (the Company) entered
into an Agreement and Plan of Reorganization and Merger (the
Merger Agreement) with Community 1st Bancorp, a
California corporation (CFB), to which CFB will be merged with
and into the Company, with the Company as the surviving
corporation (the Merger). The Merger Agreement contemplates that
immediately after the Merger, Community 1st Bank, a
California state-chartered bank and wholly-owned subsidiary of
CFB (Community 1st Bank), will be 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 as the surviving bank (the Bank
Merger).

Subject to the terms and conditions of the Merger Agreement, at
the date and time when the Merger becomes effective (the
Effective Time), each share of common stock of CFB (CFB Common
Stock) issued and outstanding immediately prior to the Effective
Time (other than Excluded Shares and Dissenting Shares, each as
defined in the Merger Agreement) will be converted into the right
to receive 0.453 shares (the Exchange Ratio) of common stock of
the Company (Company Common Stock).The Merger Agreement includes
two collar mechanisms that could result in a modification to the
Exchange Ratio. First, the Exchange Ratio will be reduced and
fewer shares of Company Common Stock will be issued in the Merger
if (i) the volume weighted average share price of Company Common
Stock for the twenty (20) day period up to and including the
fifth (5th) day prior to the closing date (Average
Closing Share Price) is greater than $18.32, which equals 115% of
the volume weighted average share price of Company Common Stock
for the twenty (20) day period up to and including June 13, 2017
(Threshold Price) and (ii) the performance of Company Common
Stock during the pre-closing period exceeds the performance of
the NASDAQ Bank Index during the same period by more than
15%.Second, the Exchange Ratio will be increased and more shares
of Company Common Stock will be issued in the Merger (unless the
Company elects to terminate the Merger Agreement as described
below) if (i) the Average Closing Share Price is less than
$13.54, which is equivalent to 85% of the Threshold Price and
(ii) the performance of the Company Common Stock during the
pre-closing period is less than 85% of the performance of NASDAQ
Bank Index during the same period.

At the Effective Time, each outstanding option to purchase shares
of CFB Common Stock under the 2006 Stock Option Plan of CFB
(each, a CFB Option), whether vested or unvested immediately
prior to the Effective Time, will automatically and without any
required action on the part of the holder thereof, be canceled
and converted into only the right to receive an amount in cash
(subject to withholding as provided in the Merger Agreement and
to the Companys receipt of an option surrender agreement in a
form approved by the Company) equal to the product of (A) the
number of shares of CFB Common Stock underlying such CFB Option
immediately prior to the Effective Time, and (B) the excess, if
any, of (i) the product of (x) the price of Company Common Stock
on the closing date and (y) the Exchange Ratio, over (ii) the
exercise price per share of such CFB Option.If the exercise price
per share of any such CFB Option is equal to or greater than the
product of (x) the price of Company Common Stock on the closing
date and (y) the Exchange Ratio, such CFB Option will be canceled
without any cash payment being made in respect thereof.Subject to
the foregoing, the CFB Stock Option Plan and all CFB Options
issued thereunder will terminate at the Effective Time.

The Merger Agreement may be terminated in certain circumstances,
including (i) by mutual written consent of the parties, (ii) by
either party in the event, under certain circumstances, that the
Merger is not consummated by February 28, 2018, (iii) by either
party in the event that any required regulatory approval is
denied and such denial has become final and non-appealable or if
there is a permanent injunction restraining the Merger or the
Bank Merger, (iv) by the Company if any of the required
regulatory approvals includes conditions, restrictions or
requirements which the Company reasonably determines in good
faith would, individually or in the aggregate, materially reduce
the benefits of the transactions contemplated by the Merger
Agreement to such a degree that the Company would not have
entered into the Merger Agreement had such conditions,
restrictions or requirements been known, (v) by either party if
the other party has breached its representations, warranties or
covenants set forth in the Merger Agreement in a manner that
would cause the failure of the closing conditions to be
satisfied, subject to a twenty business day cure period, (vi) by
the Company if the board of directors of CFB have (a) failed to
make, or altered or modified, its favorable recommendation of the
Merger to CFBs shareholders in a manner adverse to the Company,
(b) recommended, endorsed, accepted or agreed to a competing
acquisition proposal, (c) failed to call, give notice of, convene
and hold the CFB shareholder meeting to approve the Merger, or
(d) resolved to do any of the foregoing, or (vii) by CFB (unless
the Company elects to increase the Exchange Ratio) in the event
that (a) the Average Closing Share Price is less than 85% of the
Threshold Price and (ii) the performance of the Company Common
Stock during the pre-closing is less than 85% of the performance
of the NASDAQ Bank Index during the same period.

Consummation of the Merger is subject to customary conditions,
including, among others, approval by the CFB shareholders and
receipt of required regulatory approvals.

The foregoing description of the Merger Agreement does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Merger Agreement, which is
attached hereto as Exhibit 2.1 and is incorporated herein by
reference. The Merger Agreement should not be read alone, but
should instead be read in conjunction with the other information
regarding the Company, CFB, their respective subsidiaries or
affiliates or their respective businesses, as well as in the
Forms 10-K, Forms 10-Q and other filings that the Company makes
with the Securities and Exchange Commission (the SEC).

The Merger Agreement has been included to provide investors with
information regarding its terms. It is not intended to provide
any other factual information about the Company, CFB or their
respective subsidiaries or affiliates. The representations,
warranties and covenants contained in the Merger Agreement were
made only for purposes of the Merger Agreement and as of specific
dates, were solely for the benefit of the parties to the Merger
Agreement, may be subject to limitations agreed upon by the
contracting parties, including being qualified by confidential
disclosures made for the purposes of allocating contractual risk
between the parties to the Merger Agreement instead of
establishing these matters as facts, and may be subject to
standards of materiality applicable to the contracting parties
that differ from those applicable to investors. Investors are not
third-party beneficiaries under the Merger Agreement and should
not rely on the representations, warranties and covenants or any
descriptions thereof as characterizations of the actual state of
facts or condition of the parties thereto or any of their
respective subsidiaries or affiliates. Moreover, information
concerning the subject matter of representations and warranties
may change after the date of the Merger Agreement, which
subsequent information may or may not be fully reflected in the
Companys public disclosures.

Additional Agreements

Simultaneously with the execution of the Merger Agreement, each
of the directors and executive officers of CFB have entered into
a non-solicitation and confidentiality agreement, to which each
has agreed, among other things, to not solicit customers or
employees of CFB for the prescribed term. Furthermore,
simultaneously with the execution of the Merger Agreement, each
of the directors and executive officers of CFB have entered into
a Support Agreement to which each has agreed, among other things,
to vote his or her shares of capital stock of CFB in favor of the
Merger Agreement and the transactions contemplated thereby.The
foregoing summary of the agreements described above does not
purport to be complete and is qualified in its entirety by the
text of such agreements, which are attached as Annex A (Form of
Non-Solicitation and Confidently Agreement) and Annex B (Form of
Support Agreement) to the Merger Agreement, attached hereto as
Exhibit 2.1, and are incorporated herein by reference.

Additional Information

The Company Common Stock issued as part of the Merger
consideration (the Merger Securities) will be issued to an
exemption from the registration requirements of the Securities
Act of 1933, as amended (the Securities Act). In this regard, the
Company and CFB have agreed to pursue approval of the terms of
the Merger through a California fairness hearing to California
Corporations Code, including Sections 25121 and 25142 thereof
(the Hearing) before the Commissioner of Business Oversight of
the State of California (the Commissioner).The purpose of the
Hearing is to enable the Commissioner to determine the fairness
of the terms and conditions of the Merger Agreement and whether
the issuance of a permit to offer and sell securities is fair,
just and equitable to all CFB security holders affected to
applicable sections of the California Corporations Code. If the
Commissioner determines that the terms and conditions are fair,
just and equitable and issues a permit to the Company, then the
issuance of the Merger Securities to the holders of CFB
securities will not be registered under the Securities Act, in
reliance upon the exemption from registration provided in Section
3(a)(10) of the Securities Act.

Item 3.02 Unregistered Sales of Equity Securities

The disclosure under Item 1.01 above is incorporated herein by
reference. The Company intends to issue shares of Company Common
Stock as a part of Merger consideration, as described above, in
reliance upon the exemption from registration afforded by Section
3(a)(10) of the Securities Act.

Item 7.01

Regulation FD Disclosure

On June 14, 2017, the Company and CFB issued a joint press
release announcing the execution of the Merger Agreement.A copy
of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference. In addition, the Company has
prepared an investor presentation regarding the transactions
contemplated by the Merger Agreement, which it expects to use in
connection with presentations to analysts and investors.The
presentation is attached hereto as Exhibit 99.2 and is
incorporated herein by reference.

The information in this Item 7.01 and Exhibits 99.1 and 99.2 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.

Forward-Looking Statements

This Current Report on Form 8-K may contain forward-looking
statements regarding the Company, First Foundation Bank, CFB,
Community 1st Bank, and the proposed Merger.These statements
involve certain risks and uncertainties that could cause actual
results to differ materially from those in the forward-looking
statements. Such risks and uncertainties include, but are not
limited to, the following factors: the expected cost savings,
synergies and other financial benefits from the Merger might not
be realized within the expected time frames or at all; regulatory
approvals of the Merger may not be obtained or adverse regulatory
conditions may be imposed in connection with regulatory approvals
of the Merger; the shareholders of CFB may fail to approve the
consummation of the Merger; issues related to whether the
Commissioner will issue a permit to issue the Merger Securities;
and other conditions to the closing of the Merger may not be
satisfied. Annualized, pro forma, projected and estimated numbers
included herein are used for illustrative purposes only, are not
forecasts and may not reflect actual results.Further information
on the Companys risk factors is contained in the Companys filings
with the Securities and Exchange Commission, including the Form
10-K for the year ended December 31, 2016. Any forward-looking
statement made by the Company herein speaks only as of the date
on which it is made. Factors or events that could cause the
Companys actual results to differ may emerge from time to time,
and it is not possible for the Company to predict all of them.

The Company, First Foundation Bank, CFB and Community 1st Bank
undertake no obligation to revise or publicly release any
revision or update to these forward-looking statements to reflect
events or circumstances that occur after the date on which such
statements were made.

Additional Information about the Merger and Where to Find It

The Merger will require the approval of CFBs shareholders. This
Current Report on Form 8-K is not a recommendation in favor of a
vote on the Merger, nor is it a solicitation of proxies in
connection with any such vote. CFB will prepare and mail a proxy
statement and other relevant documents to its shareholders in
connection with the Merger. The parties intend that the Company
will issue shares of its common stock in the Merger in reliance
upon an exemption from registration provided by Section 3(a)(10)
of the Securities Act, following a fairness hearing to be
convened by the Commissioner of the California Department of
Business Oversight. Details about the fairness hearing, including
a formal notice of the hearing, will be published and made
available to CFB shareholders in accordance with Section 25142 of
the California Corporations Code.

SHAREHOLDERS OF CFB ARE ADVISED TO READ THE PROXY STATEMENT WHEN
IT BECOMES AVAILABLE, AS WELL AS THE FAIRNESS HEARING NOTICE AND
ANY OTHER RELEVANT DOCUMENTS FILED WITH THE CALIFORNIA DEPARTMENT
OF BUSINESS OVERSIGHT, IN ADDITION TO ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION.

The proxy statement, fairness hearing notice, and other relevant
materials (when they become available) may be obtained free of
charge by contacting the Corporate Secretary of CFB at (530)
863-4815.

Community 1st Bancorp and certain of its directors and executive
officers may be deemed to be participants in the solicitation of
proxies from CFBs shareholders in connection with the proposed
Merger. Information concerning such participants ownership of
Community 1st Bancorp and Company equity securities will be set
forth in the proxy statement relating to the Merger when it
becomes available. This disclosure does not constitute an offer
to sell, or a solicitation of an offer to buy, any securities.

Item 9.01

Financial Statements and Exhibits

Exhibit No.

Description

2.1*

Agreement and Plan of Reorganization and Merger dated as
of June 14, 2017, by and between First Foundation Inc.
and Community 1st Bancorp.

99.1

Joint Press Release, dated June 15, 2017.

99.2

Investor Presentation, dated June 15, 2017.

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

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: June 15, 2017

By:

/s/ JOHN M. MICHEL

John M. Michel

Executive Vice President Chief Financial Officer

INDEX TO EXHIBITS

Exhibit No.

Description

2.1*

Agreement and Plan of Reorganization and Merger dated as
of June 14, 2017, by and between First Foundation Inc.
and Community 1st Bancorp.

99.1

Joint Press Release, dated June 15, 2017.

99.2

Investor Presentation, dated June 15, 2017.

*Certain schedules and exhibits omitted


About FIRST FOUNDATION INC. (NASDAQ:FFWM)

First Foundation Inc. is a financial services holding company. The Company provides a platform of personalized financial services to high net-worth individuals and their families, family businesses and other affiliated organizations. The Company conducts its operations through its subsidiaries First Foundation Advisors (FFA) and First Foundation Bank (FFB), and First Foundation Insurance Services (FFIS), a subsidiary of FFB. The Company’s segments include Banking; Investment Management, Wealth Planning and Consulting (Wealth Management), and Other. The Banking segment includes the operations of FFB and FFIS, and Wealth Management segment includes the operations of FFA. Its integrated platform provides investment management, wealth planning, consulting, trust, banking products and services, life insurance services and property and casualty insurance services to meet the financial needs of its clients.

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