First Foundation Inc. (NasdaqGM:FFWM) entered a definitive agreement to acquire TGR Financial, Inc. (OTCPK:TGRF) from Endicott Opportunity Partners III, L.P., managed by Endicott Management Company, Lightyear Capital LLC, GMT Capital Corp., Constitution Capital Partners, LLC and others for approximately $270 million on June 2, 2021. Immediately following the merger of TGR Financial with and into First Foundation, First Florida Integrity Bank will merge with and into First Foundation Bank. Under the terms of the definitive agreement, upon consummation of the transaction, each TGR Financial shareholder will receive 0.6068 of a share of First Foundation common stock for each share of TGR Financial common stock or TGR Financial Series A non-voting convertible preferred stock. In total, existing First Foundation stockholders will own approximately 79.8% and former TGR Financial shareholders will own approximately 20.2% of the outstanding common stock of the combined company. The combined company will operate under First Foundation brand name. In case of termination of the transaction, TGR Financial is required to pay a termination fee of $11.9 million to First Foundation.

Upon closing of the transaction, TGR Financial's Chairman and Chief Executive Officer, Gary L. Tice, will join the First Foundation and First Foundation Bank boards of directors. Garrett Richter, current Chief Executive Officer and President of First Florida Integrity Bank will join the First Foundation management team as Market President of Florida. The transaction is subject to the satisfaction of customary closing conditions, including the receipt of regulatory approvals, approvals from First Foundation stockholders, and TGR Financial shareholders, the effectiveness of the registration statement for First Foundation common stock to be issued as consideration in the merger, the shares of First Foundation common stock to be issued to TGR Financial shareholders as the consideration shall have been approved for listing on Nasdaq, TGR Financial shall have received the opinion of Smith Gambrell & Russell, LLLP, dated as of the closing date, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Merger will qualify for United States federal income Tax purposes as a reorganization within the meaning of Section 368(a) of the Code, TGR Financial's adjusted tangible common equity shall not be less than $161,843,000, all statutory waiting periods in respect thereof shall have expired or been terminated, and the holders of no more than five percent of the aggregate outstanding shares of TGR Financial Capital Stock shall have properly notified TGR Financial under the Appraisal Statutes that they intend to exercise their dissenters' rights. 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% of TGR Financial's issued and outstanding common stock, in favor of the acquisition. The definitive agreement was unanimously approved by the Board of Directors of each company. The First Foundation board of directors unanimously recommends that First Foundation stockholders vote “FOR” the First Foundation merger proposal. As of December 6, 2021, announced today that all required regulatory approvals or waivers for the merger of TGR Financial, Inc. have been received. First Foundation Inc. The transaction is expected to close in the second half of 2021. As of July 27, 2021, the transaction is expected to close in the fourth quarter of 2021. As of December 6, 2021, the transaction is expected to close on or about December 17, 2021. The transaction is immediately accretive to EPS with 4.5% accretion in 2022 and 9.5% in 2023 with fully realized cost savings.

D.A. Davidson & Co. served as financial advisor and fairness opinion provider to First Foundation and Joshua A. Dean of Sheppard Mullin Richter & Hampton LLP served as legal counsel. Truist Securities, Inc. and Swan Hill Advisors, LLC served as financial advisors to TGR Financial and Jack P. Greeley of Smith Mackinnon, PA and Terry Ferraro Schwartz of Smith Gambrell & Russell served as legal counsel. Truist Securities, Inc. also acted as fairness opinion provider to TGR Financial. D.A. Davidson will be paid a fee of $200,000 for rendering financial advisory services and also for rendering its opinion. For its services as financial advisor to TGR Financial, Truist Securities will receive a transaction fee based on the value of the proposed merger, which fee is currently estimated to be approximately $2.4 million. Upon the rendering of its opinion, Truist Securities became entitled to a fee of $0.5 million. Clear Trust, LLC acted as the transfer agent to TGR Financial as part of the transaction.

First Foundation Inc. (NasdaqGM:FFWM) completed the acquisition of TGR Financial, Inc. (OTCPK:TGRF) from Endicott Opportunity Partners III, L.P., managed by Endicott Management Company, Lightyear Capital LLC, GMT Capital Corp., Constitution Capital Partners, LLC and others on December 17, 2021. Immediately after the merger, First Florida Integrity Bank, a Florida state-chartered bank and wholly-owned subsidiary of TGR Financial, merged with and into First Foundation Bank, a California state-chartered bank and wholly-owned subsidiary of First Foundation Inc. As a result of transactions, First Foundation common stock immediately prior to the merger, as a group, own approximately 80% of the outstanding shares of First Foundation stock immediately after the merger. Board of Directors of First Foundation approved an increase in the authorized number of directors from nine to ten and the appointment of Gary L. Tice, who previously served as the Chairman and Chief Executive Officer of TGR Financial, to serve as a director of First Foundation, effective as of the Effective Time. Gary L. Tice was also appointed to serve as a member of the Board of Directors of First Foundation Bank. Gary L. Tice's initial term will expire on the date of First Foundation's 2022 annual meeting of stockholders. RSM US LLP acted as accountant to TGR Financial, Inc.