Pacific Premier Bancorp : Columbia Banking System, Inc. and Pacific Premier Bancorp, Inc. Merger Investor Presentation

Published: 2025-04-23 16:40:31 ET PPBI

Columbia Banking System's

Strategic Acquisition of

Pacific Premier Bancorp, Inc.

Expanding the Premier

Business Bank in the West

April 23, 2025

Disclaimers (Continued)

IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT

In connection with the proposed Transaction, Columbia will file with the SEC a Registration Statement on Form S-4 that will include a Joint Proxy Statement of Columbia and Pacific Premier and a Prospectus of Columbia, as well as other relevant documents concerning the Transaction. Certain matters in respect of the Transaction involving Columbia and Pacific Premier will be submitted to Columbia's and Pacific Premier's shareholders or stockholders, as applicable, for their consideration. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. INVESTORS, COLUMBIA SHAREHOLDERS AND PACIFIC PREMIER STOCKHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE TRANSACTION WHEN THEY BECOME AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders or stockholders, as applicable, will be able to obtain a free copy of the definitive joint proxy statement/prospectus, as well as other filings containing information about the Transaction, Columbia and Pacific Premier, without charge, at the SEC's website, www.sec.gov. Copies of the joint proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the joint proxy statement/prospectus can also be obtained, without charge, by directing a request to Columbia Banking System, Inc., Attention: Investor Relations, 1301 A Street, Tacoma, WA 98402-4200, (503) 727-4100 or to Pacific Premier Bancorp, Inc., Attention: Corporate Secretary, 17901 Von Karman Avenue, Suite 1200, Irvine, CA 92614, (949) 864-8000.

PARTICIPANTS IN THE SOLICITATION

Columbia, Pacific Premier, and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Columbia shareholders or Pacific Premier stockholders in connection with the Transaction under the rules of the SEC. Information regarding Columbia's directors and executive officers is available in the sections entitled "Directors, Executive Officers and Corporate Governance" and "Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters" in Columbia's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on February 25, 2025 (available here) ; in the sections entitled "Board Structure and Compensation," "Compensation Discussion and Analysis," "Compensation Tables," "Information about Executive Officers," "Beneficial Ownership of Directors and Executive Officers" and "Certain Relationships and Related Transactions" in Columbia's definitive proxy statement relating to its 2025 Annual Meeting of Shareholders, which was filed with the SEC on April 3, 2025 (available here) ; and other documents filed by Columbia with the SEC. Information regarding Pacific Premier's directors and executive officers is available in the sections entitled "Directors, Executive Officers and Corporate Governance" and "Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters" in Pacific Premier's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on February 28, 2025 (available here); in the sections entitled "Compensation of Non-Employee Directors," "Security Ownership of Directors and Executive Officers," "Certain Relationships and Related Transactions," "Summary Compensation Table," "Employment Agreements, Salary Continuation Plans, Severance, and Change-in-Control Payments," and "Summary of Potential Termination Payments" in Pacific Premier's definitive proxy statement relating to its 2025 Annual Meeting of Stockholders, which was filed with the SEC on April 7, 2025 (available here) ; and other documents filed by Pacific Premier with the SEC. To the extent holdings of Columbia common stock by the directors and executive officers of Columbia or holdings of Pacific Premier common stock by directors and executive officers of Pacific

Premier have changed from the amounts held by such persons as reflected in the documents described above, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus relating to the Transaction. Free copies of this document may be obtained as described in the preceding paragraph.

Expanding the Premier Business Bank in the West

Increased Scale: Pro Forma Snapshot

$70B

$51B

$57B

Assets

Loans

Deposits

Strong Financials: Top-Tier Profitability and Fortress Balance Sheet

~14%

3 Years

2026E EPS Accretion

TBVPS Earnback

~1.4%

~20%

~11%

Pro Forma

Pro Forma CET1

2026E ROAA

2026E ROATCE

Ratio @ Close

Top Western-Region Headquartered Banks by Assets1

Scale in Southern California and Increased Presence in the Northwest

Seattle

Los

Angeles

Columbia (296)

Pacific Premier (58)

1) Includes the 10 largest publicly traded banks headquartered in Arizona, California, Colorado, Idaho,

2) Mechanics Bank total assets shown pro forma for pending acquisition of HomeStreet, Inc.

Nevada, Oregon, Utah and Washington with total assets less than $250 billion as of the most recently

Note: Financial data as of the most recently reported quarter

reported quarter

Source: S&P Capital IQ Pro, Company documents

Transaction Highlights

Strategically

▪

Accelerates Columbia's Southern California expansion

Lower-Risk

▪ Predominantly a market expansion with limited disruption

Compelling

strategy by ~10 years

Merger

to depositors, borrowers and relationship managers

▪

Creates a strategically cohesive regional powerhouse with

▪ Pacific Premier has pristine credit (15bps NPAs/Assets)

▪ Cost savings focused on back-office redundancies with

~$70B in assets

modest expected branch consolidation

Corporate

▪ Shared relationship-based operating philosophies,

Fit

supported by cultures with compatible core values

▪ Adds Pacific Premier's national HOA banking business

with ~$2.6B in deposits serving over 17k HOAs

▪ Adds Pacific Premier's self-directed IRA trust business

with $18B in AUC, $1.1B in deposits and an average

account size of ~$592k

▪ Leverage Pacific Premier's best-in-class API Marketplace

to existing Columbia client base for additional revenue

opportunities

▪ Nearly identical deposit composition with top-quartile

noninterest-bearing deposit composition

Financially Attractive

1) Assumes 12.5x terminal value multiple applied to pro forma LTM noninterest expense, less amortization of intangibles, with a 25% tax rate, less approximately $146 million of after-tax one-time transaction costs

Source: S&P Capital IQ Pro, Company documents, FDIC

Overview of Pacific Premier

Company Overview

●

Headquarters: Irvine, CA

$18.1B

$12.0B

$14.7B

●

58 full-servicebranches in major metro areas of the Western U.S.

Total Assets

Loans HFI

Total Deposits

Overview of National Business Lines

11.9% 17.0% 20.2%

TCE / TA

Tier 1 Capital

Total RBC

0.80% 7.5% 67.5%

ROAA

ROATCE

Efficiency Ratio

1983

2000

2011

2012

2013

2015

2016

2017

2018

2020

2025

Pacific Premier

New

Acquired

Partnership with

Bank was

management

Canyon

Palm Desert

First Associations

Independence

Security

Heritage Oaks

Grandpoint

Opus Bank

founded

came in to

National

National Bank*

Bank and

Bank

California

Bancorp and

Capital, Inc.

transform

Bank*

San Diego

Bancorp

Plaza Bancorp

the bank

Trust Bank

* Denotes FDIC-assisted transaction

Note: Financials as of or for the quarter ended March 31, 2025

Source: S&P Capital IQ Pro, Company documents

Transaction Summary

Structure &

Consideration

Implied Transaction

Value &

Multiples1

Board of Directors,

Management &

Company Name

Expected

Closing

Note: Assumes 97,069,001 Pacific Premier common shares outstanding, 33,604 outstanding options with a weighted average exercise price of $20.71 and 525,897 other dilutive securities not included in shares outstanding

Accelerates Market Share Expansion in Southern California by a Decade or More

Top 10 Market Share in Southern California¹

Rank

Company

Deposits

% of

($M)

Franchise

JPMorgan Chase & Co.

180,813

7.5

Bank of America Corp.

145,994

7.6

Wells Fargo & Co.

134,158

9.8

Royal Bank of Canada

53,062

5.6²

U.S. Bancorp

49,629

9.5

East West Bancorp Inc.

43,190

72.0

Citigroup Inc.

42,656

3.3

Axos Financial Inc.

17,843

92.2

Banc of California Inc.

17,743

61.6

Pro Forma

14,644

26.1

Pacific Premier

13,509

92.4

Columbia

1,135

2.7

Superior Market Demographics

Median Household Income ($)

4.4

0.1

Columbia

i i

emie

o ma

ational

e age

GDP per Capita ($)

104.5

Columbia

a i i

emie

o o ma

ational e age

Note: Deposit market share and financial data as of June 30, 2024; Pro forma metrics shown for illustrative purposes;

Market demographics and gross domestic product data as of most recently reported metrics from the U.S. Census and

U.S. Bureau of Economic Analysis

Source: S&P Capital IQ Pro, FDIC, U.S. Census, U.S. Bureau of Economic Analysis

Increases Density Throughout Our Footprint

Improves Competitive Position in California

Enhances Density in the Northwest

Accelerates Growth in Expansion Markets

Columbia (60)

Pacific Premier (44)

Columbia (229)

Pacific Premier (10)

Columbia (7)

Pacific Premier (4)

Deposits ($M)

Market Share %

Deposits ($M)

Market Share %

Deposits ($M)

Market Share %

MSA

Market

COLB

Pro

COLB

Pro

MSA

Market

COLB

Pro

COLB

Pro

MSA

Market

COLB

Pro

COLB

Pro

Total

Forma

Total

Forma

Total

Forma

Los Angeles

$666,836

$1,045

$10,448

0.16

1.57

Seattle

$138,475

$7,154

$7,597

5.17

5.49

Phoenix / Tucson⁴

$188,059

$47

$523

<0.10

0.28

San Diego

121,655

690

0.03

0.57

Portland

61,865

5,328

5,499

8.61

8.89

Denver

111,173

Additional branch locations expected

Inland Empire¹

77,183

1,602

2.08

Boise

16,560

220

1.33

Las Vegas

89,653

0.11

Central Coast²

22,743

2,493

0.25

8.13

Spokane

13,128

3,860

29.40

Salt Lake City³

53,107

<0.10

Inland Empire defined as the Riverside-San Bernadino-Ontario, CA MSA

Note: Deposits and market share data sourced from the FDIC as of June 30, 2024 and adjusted to a pro forma basis

Central Coast defined as the Santa Maria-Santa Barbara, CA and San Luis Obispo-Paso Robles, CA MSAs

by the FDIC; Pro forma metrics shown for illustrative purposes and exclude purchase accounting adjustments

Excludes specialty finance companies and banks with individual branches that have over $1 billion in deposits in

Source: FDIC, S&P Capital IQ Pro

the Salt Lake City MSA

Reflects combined deposit market share of the Phoenix-Mesa-Chandler, AZ and Tucson, AZ MSAs

Complementary Commercial Lending Franchise Adding New Capabilities

Middle Market Banking

✓

Small Business Banking

✓

Healthcare Banking

✓

Equipment Leasing & Finance

✓

International Banking

✓

HOA Banking

✓

Insurance Solutions

✓

Advanced Treasury Management

✓

Custodial Trust

✓

Wealth

✓

Mortgage Banking

✓

Retail Banking

✓

Escrow and 1031 Exchange

✓

Unique Pacific Premier Capabilities

HOA Banking

Custodial Trust

Escrow and 1031 Exchange

Source: Company documents

Disclaimer

Pacific Premier Bancorp Inc. published this content on April 23, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 23, 2025 at 20:39 UTC.