- \n
- \nUnlocking value via a material balance sheet re-positioning strategy: approximately $3.4 billion planned down-size of non-core assets<\/p>\n<\/li>\n
- \nSubstantially accelerates FirstSun\u2019s de novo expansion strategy in the highly attractive Southern California marketplace<\/p>\n<\/li>\n
- \nCombined entity will migrate to best-in-class performance metrics with a high quality business mix, including $6.8 billion in pro forma AUM and 20% fee income-to-revenue ratio<\/p>\n<\/li>\n
- \nTop-tier performance metrics on a pro forma combined basis: ~1.45% ROAA and ~13.3% ROATCE<\/p>\n<\/li>\n
- \n30%+ accretion to FSUN\u2019s 2027 estimated EPS<\/p>\n<\/li>\n
- \nHighly experienced combined management team with proven expertise and track record in executing on balance sheet re-positioning and M&A integration<\/p>\n<\/li>\n
- \nSignificant pro forma insider and affiliate ownership estimated at 48%<\/p>\n<\/li>\n<\/ul>\n
DENVER, CO and IRVING, TX–(BUSINESS WIRE<\/a>)–
\nFirstSun Capital Bancorp (\u201cFirstSun,\u201d or the \u201cCompany\u201d) (Nasdaq: FSUN), the holding company of Dallas-based Sunflower Bank, N.A. (\u201cSunflower Bank\u201d) and First Foundation Inc. (\u201cFirst Foundation\u201d) (NYSE: FFWM), a financial services company with two wholly-owned operating subsidiaries, First Foundation Advisors and Irvine, California-based First Foundation Bank (\u201cFirst Foundation Bank\u201d) jointly announced today that they have entered into a definitive merger agreement (the \u201cMerger Agreement\u201d), which was unanimously approved by the respective board of directors of both FirstSun and First Foundation. Under the terms of the Merger Agreement, First Foundation will merge with and into FirstSun, with FirstSun continuing as the surviving company (the \u201cMerger\u201d). Immediately following the Merger, First Foundation Bank will merge with and into Sunflower Bank, with Sunflower Bank continuing as the surviving bank. The combined holding company and bank will operate under the FirstSun and Sunflower Bank names and brands following closing of the transaction, respectively.<\/p>\n\nUnder the terms of the Merger Agreement, the companies will combine in an all-stock transaction in which First Foundation common and preferred stockholders will receive 0.16083 of a share of FirstSun common stock for each share of First Foundation common stock owned on a fully converted basis. Additionally, First Foundation\u2019s warrant holders will exercise their warrants early and receive FirstSun common stock in the merger and also receive additional cash consideration totaling $17.5 million in the aggregate. The aggregate transaction value, inclusive of the cash consideration being paid to warrant holders, is estimated at $785 million based on FirstSun\u2019s closing price as of October 24, 2025. FirstSun stockholders will own 59.5% and First Foundation stockholders will own 40.5% of the combined company following the merger.<\/p>\n
\nMollie Hale Carter, Executive Chairman of FirstSun, Neal Arnold, CEO, President & Director of FirstSun, and Rob Cafera, CFO of FirstSun, will each retain their current roles at the combined company. Tom Shafer, who currently serves as CEO of First Foundation, will serve as Vice Chairman of the combined company following the closing of the proposed transaction. Five current First Foundation directors will be invited to join the combined company\u2019s board of directors following the closing.<\/p>\n
\n\u201cWe are thrilled to welcome the customers and team members of First Foundation to the FirstSun and Sunflower Bank family,\u201d said Mollie Hale Carter, Executive Chairman of FirstSun and Sunflower Bank. \u201cThis merger represents an exciting opportunity to strengthen our platform for long-term, sustainable growth, expand our earnings power, and drive greater value for our stockholders. Both organizations have a strong presence in large, vibrant markets, including the highly attractive Southern California region, which remains a key focus for our ongoing growth strategy. Together, FirstSun and First Foundation will form a premier regional bank with a powerful footprint across some of the most dynamic markets in the country. This combination allows us to leverage FirstSun\u2019s proven deposit and C&I-focused growth strategy at a larger scale. We\u2019re enthusiastic about the opportunities this merger unlocks to enhance performance and deepen our specialty business capabilities. We believe this combination fits well with the company\u2019s strategic objectives to enhance value for clients, employees, and stockholders over time.\u201d<\/p>\n
\n\u201cJoining forces with FirstSun marks an exciting new chapter for First Foundation,\u201d said Tom Shafer, CEO of First Foundation. \u201cThis merger strengthens our ability to deliver exceptional financial services and expands our reach across key markets. Our employees continue to be the driving force behind our success, and their commitment to excellence makes this next chapter possible. We are particularly excited to accelerate the business plan of First Foundation Advisors, our private wealth management platform, with respect to further growing lending and deposits within the existing customer base as well as providing more firepower to grow that business throughout the combined organization\u2019s expansive footprint.\u201d<\/p>\n
Strategic Benefits & Industrial Logic of the Transaction<\/b><\/p>\n
- \n
- \nCombination creates a powerful & differentiated franchise in some of the best growth markets across the United States<\/p>\n<\/li>\n
- \nMaterially accelerates FirstSun\u2019s current expansion strategy in Southern California, across a branch network totaling 18 locations<\/p>\n<\/li>\n
- \nSignificant balance sheet re-positioning will unlock First Foundation\u2019s core franchise<\/p>\n<\/li>\n
- \nThe proposed transaction will migrate First Foundation\u2019s franchise to a higher profitability business model and mix<\/p>\n<\/li>\n
- \nTop-tier projected pro forma profitability with a high level of diversity of fee income revenue<\/p>\n<\/li>\n
- \nPositions the combined company to sustain and build upon FirstSun\u2019s industry-leading organic growth rate following the closing<\/p>\n<\/li>\n
- \nExpected financial benefits include estimated EPS accretion and improved return metrics based on management projections<\/p>\n<\/li>\n<\/ul>\n
Financial Benefits of the Merger<\/b><\/p>\n
\nThe financial benefits of the transaction are compelling, with estimated 2027 EPS accretion of 30%+ and a 3.3 year earn back on tangible book value dilution. The pro formacombined company financial metrics are based on management estimates for FirstSun and First Foundation, estimated combined company cost synergies, anticipated balance sheet re-positioning plans and purchase accounting adjustments. On a pro formabasis, the business is expected to deliver compelling operating and return metrics in 2027 with cost savings on a fully-phased in basis, including:<\/p>\n
- \n
- \nTotal Assets of approximately $17 billion<\/p>\n<\/li>\n
- \nTotal AUM of approximately $6.8 billion<\/p>\n<\/li>\n
- \nTangible Common Equity at Closing of approximately $1.6 billion<\/p>\n<\/li>\n
- \nTangible Common Equity to Tangible Assets Ratio of ~9.6%<\/p>\n<\/li>\n
- \nCommon Equity Tier 1 Capital Ratio of ~10.5%<\/p>\n<\/li>\n
- \nReturn on Average Assets of ~1.45%<\/p>\n<\/li>\n
- \nReturn on Average Tangible Common Equity of ~13.3%<\/p>\n<\/li>\n
- \nFee Income to Total Revenue of ~20%<\/p>\n<\/li>\n<\/ul>\n
Timing and Approvals<\/b><\/p>\n
\nThe parties expect the closing of the proposed transaction to occur early in the second quarter of 2026, subject to satisfaction of closing conditions, including receipt of customary required regulatory approvals and requisite approval by the stockholders of each company.<\/p>\n
Advisors<\/b><\/p>\n
\nStephens Inc. is serving as exclusive financial advisor and rendered a fairness opinion to FirstSun\u2019s board of directors. Nelson Mullins Riley & Scarborough LLP served as legal counsel to FirstSun.<\/p>\n
\nKeefe Bruyette and Woods, A Stifel Company,<\/i> is serving as lead advisor to First Foundation and provided a fairness opinion to First Foundation’s board of directors. Jefferies LLC is serving as financial advisor to First Foundation and rendered a fairness opinion to First Foundation\u2019s board of directors. Alston & Bird LLP served as legal counsel to First Foundation.<\/p>\n
Joint Conference Call<\/b><\/p>\n
\nFirstSun and First Foundation will conduct a conference call on Tuesday, October 28, 2025, at 10:00 a.m. ET. Neal Arnold, CEO of FirstSun, Tom Shafer, CEO of First Foundation, and Rob Cafera, CFO of FirstSun will discuss the proposed merger between FirstSun and First Foundation.<\/p>\n
\nA question-and-answer session for analysts will follow the presentation. Stockholders, analysts and other interested parties may register in advance at https:\/\/www.netroadshow.com\/events\/login?show=9130aa58&confId=84897<\/a>. Access details will be provided via email upon completion of registration.<\/p>\n
\nParticipants may call in by dialing (833) 470-1428 for toll-free within the US and (404) 975-4839 for all other locations. The conference ID number is 154988. Phone numbers for international participants are listed at https:\/\/www.netroadshow.com\/events\/global-numbers?confId=48643<\/a>.<\/p>\n
\nAlternatively, individuals may listen to the live webcast of the presentation by visiting the link on the Events & Presentations<\/a> page of FirstSun\u2019s website. An audio replay of the live webcast is expected to be available following the live event on the Events & Presentations<\/a> page of FirstSun\u2019s website.<\/p>\n
About FirstSun Capital Bancorp<\/b><\/p>\n
\nFirstSun Capital Bancorp (NASDAQ: FSUN), headquartered in Denver, Colorado, is the financial holding company for Sunflower Bank, N.A., headquartered in Dallas, Texas, which operates as Sunflower Bank and First National 1870. Sunflower Bank provides a full range of relationship-focused services to meet personal, business and wealth management financial objectives, with depository branches in seven states and mortgage capabilities in 43 states. FirstSun had total consolidated assets of $8.5 billion as September 30, 2025.<\/p>\n
\nFirst National 1870 is a division of Sunflower Bank, N.A. To learn more, visit ir.firstsuncb.com<\/a> or SunflowerBank.com<\/a>.<\/p>\n
About First Foundation Inc.<\/b><\/p>\n
\nFirst Foundation Inc. (NYSE: FFWM) and its subsidiaries offer personal banking, business banking, and private wealth management services, including investment, trust, insurance, and philanthropy services and has offices in California, Nevada, Florida, Texas, and Hawaii. This comprehensive platform of financial services is designed to help clients at any stage in their financial journey. The broad range of financial products and services offered by First Foundation are more consistent with those offered by larger financial institutions, while its high level of personalized service, accessibility, and responsiveness to clients is more aligned with community banks and boutique wealth management firms. This combination of an integrated platform of comprehensive financial products and personalized service differentiates First Foundation from many of its competitors and has contributed to the growth of its client base and business. Learn more at firstfoundationinc.com<\/a>, or connect with us on LinkedIn<\/a> and X<\/a>.<\/p>\n
Cautionary Note Regarding Forward-Looking Statements<\/b><\/p>\n
\nStatements included in this communication which are not historical in nature are intended to be, and hereby are identified as, \u201cforward-looking statements\u201d within the meaning, and subject to the protections of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements regarding the outlook, benefits and expectations of FirstSun and First Foundation with respect to the proposed merger, including future financial and operating results (including the anticipated impact of the proposed merger on the combined company\u2019s respective earnings and tangible book value), and the expected timing of the closing of the merger. These statements reflect management\u2019s current expectations and are not guarantees of future performance. Words such as \u201cmay,\u201d \u201cwill,\u201d \u201cbelieve,\u201d \u201canticipate,\u201d \u201cexpect,\u201d \u201cintend,\u201d \u201copportunity,\u201d \u201ccontinue,\u201d \u201cshould,\u201d and \u201ccould\u201d and variations of such words and similar expressions are intended to identify such forward-looking statements. Forward-looking statements are subject to risks, uncertainties and assumptions that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated results. Such risks, uncertainties and assumptions, include, among others, the following:<\/p>\n
- \n
- \nthe failure to obtain necessary regulatory approvals when expected or at all (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the proposed transaction);<\/p>\n<\/li>\n
- \nthe failure of First Foundation or FirstSun to obtain the required stockholder approval, or the failure of either party to satisfy any of the other closing conditions on a timely basis or at all;<\/p>\n<\/li>\n
- \nthe occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the merger agreement;<\/p>\n<\/li>\n
- \nthe possibility that the proposed transaction, including the re-positioning strategy, will not be completed as planned, including the anticipated benefits of the proposed transaction, including the re-positioning strategy;<\/p>\n<\/li>\n
- \nchanges in global financial markets and economies and general market conditions, such as interest rates, foreign exchange rates, or stock, commodity, credit or asset valuations or volatility;<\/p>\n<\/li>\n
- \ndiversion of management\u2019s attention from ongoing business operations and opportunities;<\/p>\n<\/li>\n
- \npotential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the proposed transaction;<\/p>\n<\/li>\n
- \nthe outcome of any legal proceedings that may be instituted against FirstSun or First Foundation;<\/p>\n<\/li>\n
- \nthe risk that the cost savings and synergies expected from the proposed transaction may not be realized or may take longer than anticipated to be realized;<\/p>\n<\/li>\n
- \nthe risk that integration of FirstSun\u2019s and First Foundation\u2019s respective businesses may be materially delayed or more costly or difficult than expected, including as a result of unexpected factors or events;<\/p>\n<\/li>\n
- \nchanges to tax legislation and their potential effects on the accounting for the merger;<\/p>\n<\/li>\n
- \nthe possibility of dilution to existing stockholders resulting from the issuance of additional shares in connection with the proposed transaction;<\/p>\n<\/li>\n
- \nthe possibility that the combined company may be subject to additional regulatory requirements as a result of the merger or expansion of its business operations; and<\/p>\n<\/li>\n
- \nother factors that may affect future results of FirstSun or First Foundation including changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; the impact, extent and timing of technological changes; capital management activities; and actions of the Federal Reserve Board and legislative and regulatory actions and reforms.<\/p>\n<\/li>\n<\/ul>\n
\nFurther information regarding additional factors that could affect the forward-looking statements can be found in the cautionary language included under the headings \u201cCautionary Note Regarding Forward-Looking Statements\u201d (in the case of FirstSun), \u201cForward-Looking Statements\u201d (in the case of First Foundation), and \u201cRisk Factors\u201d in FirstSun\u2019s and First Foundation\u2019s Annual Reports on Form 10-K for the year ended December 31, 2024 (available at https:\/\/www.sec.gov\/ix?doc=\/Archives\/edgar\/data\/0001709442\/000170944225000008\/fcb-20241231.htm<\/a> and https:\/\/www.sec.gov\/ix?doc=\/Archives\/edgar\/data\/0001413837\/000155837025003129\/ffwm-20241231x10k.htm<\/a>, respectively), and other documents subsequently filed by FirstSun and First Foundation with the Securities and Exchange Commission (the \u201cSEC\u201d). FirstSun and First Foundation disclaim any obligation to update or revise any forward-looking statements contained in this communication, which speak only as of the date hereof, whether as a result of new information, future events or otherwise, except as required by law.<\/p>\n
Additional Information About the Merger and Where to Find It<\/b><\/p>\n
\nThis communication is being made in respect of the proposed transaction between FirstSun and First Foundation. In connection with the proposed transaction, FirstSun will file a registration statement on Form S-4 with the SEC to register FirstSun\u2019s shares that will be issued to First Foundation\u2019s stockholders in connection with the merger. The registration statement will include a joint proxy statement of FirstSun and First Foundation and a prospectus of FirstSun, as well as other relevant documents concerning the proposed transaction. When available, the joint proxy statement\/prospectus will be sent to stockholders of FirstSun and First Foundation in connection with the proposed transaction. INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT\/PROSPECTUS REGARDING THE MERGER WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION OR INCORPORATED BY REFERENCE INTO THE REGISTRATION STATEMENT ON FORM S-4 AND THE JOINT PROXY STATEMENT\/PROSPECTUS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION REGARDING FIRSTSUN, FIRST FOUNDATION, THE TRANSACTION AND RELATED MATTERS.<\/p>\n
\nThis 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 such jurisdiction.<\/p>\n
\nA free copy of the joint proxy statement\/prospectus, when it becomes available, as well as other documents filed with the SEC by FirstSun or First Foundation may be obtained at the SEC\u2019s Internet site at http:\/\/www.sec.gov<\/a>. Investors and security holders may also obtain free copies of the documents filed with the SEC by (i) FirstSun on its website at https:\/\/ir.firstsuncb.com\/overview\/default.aspx<\/a> under the Financials tab and then under the SEC Filings option, and (ii) First Foundation on its website at https:\/\/investor.ff-inc.com\/investor-home\/default.aspx<\/a> under the Financials tab and then under the SEC Filings option.<\/p>\n
Participants in the Solicitation<\/b><\/p>\n
\nFirstSun, First Foundation and certain of their directors and executive officers may be deemed participants in the solicitation of proxies from stockholders of FirstSun or First Foundation in connection with the proposed transaction. Information regarding the directors and executive officers of FirstSun and First Foundation and other persons who may be deemed participants in the solicitation of the stockholders of FirstSun or First Foundation in connection with the proposed transaction will be included in the joint proxy statement\/prospectus, which will be filed by FirstSun with the SEC. Information about the directors and officers of FirstSun and their ownership of FirstSun common stock can be found in FirstSun\u2019s definitive proxy statement in connection with its 2025 annual meeting of stockholders, including under the headings \u201cDirector Experience\u201d, \u201cBiographical Information for Executive Officers\u201d, \u201cCertain Relationships and Related Party Transactions\u201d, \u201cSecurity Ownership of Certain Beneficial Owners and Management\u201d, \u201cExecutive Compensation\u201d, and \u201cCompensation of Directors for Fiscal Year 2024\u201d, as filed with the SEC on March 21, 2025 and available at https:\/\/www.sec.gov\/ix?doc=\/Archives\/edgar\/data\/0001709442\/000170944225000020\/fcb-20250321.htm<\/a>, and other documents subsequently filed by FirstSun with the SEC, including on Statements of Change in Ownership on Form 4 filed with the SEC, available at https:\/\/www.sec.gov\/edgar\/browse\/?CIK=1709442&owner=exclude<\/a>. Information about the directors and officers of First Foundation and their ownership of First Foundation common stock can be found in First Foundation\u2019s definitive proxy statement in connection with its 2025 annual meeting of stockholders, including under the headings \u201cSecurity Ownership of Certain Beneficial Owners and Management\u201d, \u201cElection of Directors (Proposal No. 1)\u201d, \u201cAdvisory Vote on the Compensation of the Company\u2019s Named Executive Officers (Proposal No. 4)\u201d, \u201cCompensation Committee Report\u201d, and \u201cCertain Relationships and Related Party Transactions\u201d as filed with the SEC on April 17, 2025 and available at https:\/\/www.sec.gov\/ix?doc=\/Archives\/edgar\/data\/0001413837\/000110465925036041\/tm252563-3_def14a.htm<\/a>, and other documents subsequently filed by First Foundation with the SEC, including on Statements of Change in Ownership on Form 4 filed with the SEC, available at https:\/\/www.sec.gov\/edgar\/browse\/?CIK=1413837&owner=exclude<\/a>. Additional information regarding the interests of participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the joint proxy statement\/prospectus and other relevant documents regarding the proposed merger filed with the SEC when they become available. You may obtain free copies of these documents through the website maintained by the SEC at https:\/\/www.sec.gov<\/a>.<\/p>\n
<\/p>\n
View source version on businesswire.com: <\/span>https:\/\/www.businesswire.com\/news\/home\/20251027560415\/en\/<\/a><\/span><\/p>\n
Investor Relations & Media Contacts:<\/b><\/p>\n
FirstSun Capital Bancorp:
\n<\/b>
Investor Contact:
\n<\/i><\/b>
Ed Jacques
\n
Director of Investor Relations & Business Development, FirstSun
\n
Investor.Relations@firstsuncb.com<\/a><\/p>\nMedia Contact:
\n<\/i><\/b>
Jeanne Lipson
\n
Director of Marketing, Sunflower Bank
\n
Jeanne.Lipson@SunflowerBank.com<\/a><\/p>\nFirst Foundation Inc.
\n<\/b>
Investor Contact:
\n<\/i><\/b>
Jamie Britton
\n
Chief Financial Officer
\n
jbritton@ff-inc.com<\/a><\/p>\nMedia Contacts:
\n<\/i><\/b>
Elliot Sloane
\n
Managing Partner \u2013 ThroughCo Communications
\n
esloane@throughco.com<\/a><\/p>\n\nColin Kapp
\n
Director of Marketing, First Foundation
\n
ckapp@ff-inc.com<\/a><\/p>\nKEYWORDS:<\/b> United States North America Texas Colorado<\/p>\n
INDUSTRY KEYWORDS:<\/b> Banking Professional Services Finance<\/p>\n
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