Item 1.01 Entry into a Material Definitive Agreement.
On January 20, 2022, First Foundation Inc. (the "Company") and its wholly-owned
subsidiary, First Foundation Bank, entered into an underwriting agreement (the
"Underwriting Agreement") with Piper Sandler & Co., as representative of the
underwriters named therein (the "Underwriters"). Pursuant to the terms of the
Underwriting Agreement, the Company agreed to sell, and the Underwriters agreed
to purchase, subject to and on the conditions set forth therein, $150,000,000
aggregate principal amount of the Company's 3.50% Fixed-to-Floating Rate
Subordinated Notes due 2032 (the "Notes") in a registered public offering
pursuant to an effective shelf registration statement on Form S-3 (Registration
File No. 333-239396). The Underwriting Agreement contains customary
representations, warranties and covenants of the Company, conditions to closing,
indemnification obligations of the Company and the Underwriters, and termination
and other customary provisions. The representations, warranties and covenants
contained in the Underwriting Agreement were made only for purposes of such
agreement and as of specific dates and were solely for the benefit of the
parties to such agreement. The description of the Underwriting Agreement
contained herein is qualified in its entirety by reference to the Underwriting
Agreement, a copy of which is included as Exhibit 1.1 to this Current Report on
Form 8-K and is incorporated herein by reference.
Item 8.01 Other Events.
On January 21, 2022, the Company issued a press release announcing the pricing
of its offering of the Notes. A copy of the press release is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
1.1 Underwriting Agreement, dated as of January 20, 2022, by and
among First Foundation Inc., First Foundation Bank and Piper
Sandler & Co., as representative of the underwriters named
therein.
99.1 Press Release dated January 21, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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