FIRST FOUNDATION INC. : Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant, Other Events, Financial Statements and Exhibits (Form 8-K)

Item 2.03 Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information below under Section 8.01 of this Current Report on Form 8-K also responds to Section 2.03 of this Current Report on Form 8-K and is hereby incorporated by reference into this Section 2.03.

Item 8.01 Other Events.


Pursuant to the previously announced offer of $150 million aggregate principal amount of the 3.50% Fixed-Floating Rate Subordinated Notes due 2032 (the “Notes”) issued by First Foundation Inc. (the “Company”), the Company and
National Association of American Banks, as trustee, has entered into an indenture dated January 24, 2022 (the “Basic Trust Indenture”) and a first supplemental trust indenture dated January 24, 2022 the Basic Deed (the “Additional Deed” and, together with the Basic Deed, the “Deed”), providing for the issue of the Notes.

The Notes will initially bear interest at the rate of 3.50% per annum, payable semi-annually in arrears on February 1st and August 1 of each year, from
August 1, 2022. The last interest payment date for the fixed rate period will be
February 1, 2027. From and including February 1, 2027 to, but excluding February 1, 2032 or the date of early redemption, the Notes will bear interest at a floating rate per annum equal to the Reference Rate (which is expected to be the Three Month SOFR), each as defined in and subject to the provisions of the Indenture, plus 204 basis points, payable quarterly in arrears on February 1st,
1st May, August 1, and November, 1st of each year, from May 1, 2027. Notwithstanding the foregoing, if the Reference Rate is less than zero, the Reference Rate will be deemed to be zero.

The Company may redeem the Notes at the times and on the terms provided in the Indenture.

The Base Indenture and Supplemental Indenture (including the Notes form) are filed as Exhibits 4.1 and 4.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by dismissal.

The foregoing offer has been made pursuant to an effective pending listing statement on Form S-3 (File No. 333-239396) filed by the Company. A copy of the notice of Sheppard, Mullin, Richter & Hampton LLP relating to the legality of the Notes is filed as Schedule 5.1 to this current report on Form 8-K.

At January 24, 2022, the Company has issued a press release announcing the closing 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 supporting documents.


Exhibit No.                               Description
    4.1         Indenture, dated January 24, 2022, between First Foundation Inc.
              and U.S. Bank National Association, as trustee.
    4.2         First Supplemental Indenture, dated January 24, 2022, between
              First Foundation Inc. and U.S. Bank National Association, as
              trustee.
    4.3         Form of 3.50% Fixed-to-Floating Rate Subordinated Notes due 2032
              (included in Exhibit 4.2).
    5.1         Opinion of Sheppard, Mullin, Richter & Hampton LLP.
   23.1         Consent of Sheppard, Mullin, Richter & Hampton LLP (included in
              Exhibit 5.1).
   99.1         Press Release dated January 24, 2022.
    104       Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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