Pacific Premier Bancorp, Inc. Announces Completion of Acquisition of Heritage Oaks Bancorp
April 03 2017 - 6:00AM
Business Wire
Pacific Premier Bancorp, Inc. (NASDAQ: PPBI) (the “Company”),
the holding company of Pacific Premier Bank (the “Bank”), announced
today that it has completed the acquisition, effective as of April
1, 2017, of Heritage Oaks Bancorp (NASDAQ: HEOP) (“Heritage Oaks”),
the holding company of Heritage Oaks Bank, a California-chartered
banking corporation headquartered in Paso Robles, California. The
acquisition was approved by Heritage Oaks’ shareholders at a
special meeting of shareholders held on March 27, 2017. The
issuance of the shares of the Company’s common stock to Heritage
Oaks’ shareholders in connection with the acquisition was approved
by the Company’s shareholders at a special meeting of shareholders
also held on March 27, 2017.
Under the terms of the merger agreement, each share of Heritage
Oaks common stock was converted into the right to receive 0.3471
shares of Company common stock. The value of the total deal
consideration was approximately $482 million, which includes
approximately $1.4 million of aggregate cash consideration payable
to holders of vested cash-settled Heritage Oaks restricted stock
units and performance-based restricted stock units.
Steven R. Gardner, Chairman, President and Chief Executive
Officer of Pacific Premier Bancorp, commented, “We are pleased to
welcome the customers, employees and shareholders of Heritage Oaks.
We are excited about the opportunities we have to leverage the
combined strengths of Pacific Premier and Heritage Oaks to provide
a superior banking experience for our commercial and retail
customers. With our franchise now stretching from Paso Robles to
San Diego, we have the ability to further strengthen our position
as one of the leading commercial banks in California and create
additional value for the shareholders of the combined company in
the years ahead.”
“We believe the combination of Pacific Premier and Heritage Oaks
will produce many long-term benefits for customers, employees and
shareholders,” said Simone Lagomarsino, President and CEO of
Heritage Oaks Bancorp. “I look forward to serving on the Board of
Directors of Pacific Premier Bancorp and helping to guide the
continued growth of the franchise.”
With the addition of Heritage Oaks, on a pro forma combined
basis, Pacific Premier Bancorp would have total assets of
approximately $6 billion, total loans outstanding of approximately
$4.6 billion and total deposits of approximately $4.8 billion as of
December 31, 2016 (unaudited and excluding purchase accounting
adjustments).
Advisors
D.A. Davidson & Co. acted as financial advisor to the
Company in the transaction and delivered a fairness opinion to the
Board of Directors of the Company. Holland & Knight LLP served
as legal counsel to the Company. Sandler O’Neill & Partners,
L.P. acted as financial advisor to Heritage Oaks in the transaction
and delivered a fairness opinion to the Board of Directors of
Heritage Oaks. Manatt, Phelps & Phillips, LLP served as legal
counsel to Heritage Oaks.
About Pacific Premier Bancorp, Inc.
Pacific Premier Bancorp, Inc. is the holding company for Pacific
Premier Bank, one of the largest banks headquartered in Southern
California with approximately $6 billion in assets. Pacific Premier
Bank is a business bank primarily focused on serving small and
middle market businesses in the counties of Orange, Los Angeles,
Riverside, San Bernardino, San Diego, San Luis Obispo and Santa
Barbara, California. Through its more than 25 depository branches,
Pacific Premier Bank offers a diverse range of lending products
including commercial, commercial real estate, construction, and SBA
loans, as well as specialty banking products for homeowners
associations and franchise lending nationwide.
Forward-Looking Statements
The statements contained herein that are not historical facts
are forward-looking statements based on management's current
expectations and beliefs concerning future developments and their
potential effects on the Company. Such statements involve inherent
risks and uncertainties, many of which are difficult to predict and
are generally beyond the control of the Company. There can be no
assurance that future developments affecting the Company will be
the same as those anticipated by management. The Company cautions
readers that a number of important factors could cause actual
results to differ materially from those expressed in, or implied or
projected by, such forward-looking statements. These risks and
uncertainties include, but are not limited to, the following: the
strength of the United States economy in general and the strength
of the local economies in which we conduct operations; the effects
of, and changes in, trade, monetary and fiscal policies and laws,
including interest rate policies of the Board of Governors of the
Federal Reserve System; inflation, interest rate, market and
monetary fluctuations; the timely development of competitive new
products and services and the acceptance of these products and
services by new and existing customers; the willingness of users to
substitute competitors’ products and services for the Company’s
products and services; the impact of changes in financial services
policies, laws and regulations (including the Dodd-Frank Wall
Street Reform and Consumer Protection Act) and of governmental
efforts to restructure the U.S. financial regulatory system;
technological changes; the effect of acquisitions that the Company
may make, if any, including, without limitation, the failure to
achieve the expected revenue growth and/or expense savings from its
acquisitions; changes in the level of the Company’s nonperforming
assets and charge-offs; any oversupply of inventory and
deterioration in values of California real estate, both residential
and commercial; the effect of changes in accounting policies and
practices, as may be adopted from time-to-time by bank regulatory
agencies, the Securities and Exchange Commission (“SEC”), the
Public Company Accounting Oversight Board, the Financial Accounting
Standards Board or other accounting standards setters; possible
other-than-temporary impairment of securities held by us; changes
in consumer spending, borrowing and savings habits; the effects of
the Company’s lack of a diversified loan portfolio, including the
risks of geographic and industry concentrations; ability to attract
deposits and other sources of liquidity; changes in the financial
performance and/or condition of our borrowers; changes in the
competitive environment among financial and bank holding companies
and other financial service providers; unanticipated regulatory or
judicial proceedings; and the Company’s ability to manage the risks
involved in the foregoing. Additional factors that could cause
actual results to differ materially from those expressed in the
forward-looking statements are discussed in the 2016 Annual Report
on Form 10-K of Pacific Premier Bancorp, Inc. filed with the SEC
and available at the SEC’s Internet site (http://www.sec.gov).
The Company specifically disclaims any obligation to update any
factors or to publicly announce the result of revisions to any of
the forward-looking statements included herein to reflect future
events or developments.
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version on businesswire.com: http://www.businesswire.com/news/home/20170403005323/en/
Pacific Premier Bancorp, Inc.Steven R. GardnerChairman,
President and CEO949-864-8000orRonald J. Nicolas, Jr.Senior
Executive Vice President & CFO949-864-8000
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