SIERRA BANCORP (NASDAQ:BSRR) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01.

Entry into a Material Definitive Agreement

On April 24, 2017, Sierra Bancorp (Sierra), and
OCB Bancorp (OCB) entered into an Agreement and
Plan of Reorganization and Merger (the Merger
Agreement), providing for the acquisition of OCB by
Sierra (the Merger). Immediately following the
effectiveness of the Merger, Ojai Community Bank, a wholly-owned
subsidiary of OCB (Ojai) will be merged with and
into Bank of the Sierra, a wholly-owned subsidiary of Sierra
(BOS), with BOS being the surviving bank in the
merger (the Bank Merger).

to the terms and subject to the conditions of the Merger
Agreement, which has been approved by each of the Boards of
Directors of Sierra and OCB, each share of the common stock of
OCB will be entitled to receive a number of shares of the common
stock of Sierra (the Per Share Merger
Consideration) equal to (i) $14.00 (subject to
adjustment in certain circumstances specified in the Merger
Agreement) divided by (ii) the volume-weighted average price of
the common stock of Sierra over the twenty (20) trading days
immediately preceding, but not including, the five (5) business
days before the anticipated closing date (the Sierra
Closing Price), subject to certain limitations. Holders
of in-the-money OCB stock options (OCB Stock
Options) will receive an amount equal to (1)(a) the
Sierra Closing Price multiplied by (b) the Per Share Merger
Consideration minus (2) the exercise price per share with respect
to the corresponding OCB Stock Option.

The Merger Agreement contains customary representations,
warranties and covenants made by each of Sierra and OCB. In
addition, OCB has agreed, among other things, not to solicit
certain acquisition proposals. However, under certain
circumstances, specified in the Merger Agreement, OCB is entitled
to enter into discussion and negotiate with third parties who
submit to OCB certain unsolicited acquisition proposals which the
Board of Directors of OCB determines either constitute, or are
reasonably likely to result in, a superior offer.

Completion of the Merger and the Bank Merger are subject to
certain conditions, including, among other things, (i)approval of
the Merger Agreement by the shareholders of OCB (ii)receipt of
all government consents and approvals required to consummate the
Merger and the Bank Merger, (iii)absence of any injunction, order
or legal restraint prohibiting the consummation of the Merger and
the Bank Merger, and (iv)absence of a Material Adverse Effect, as
defined in the Merger Agreement, with respect to OCB. The
obligation of each party to consummate the Merger is also
conditioned upon the other partys representations and warranties
being true and correct to the extent provided in the Merger
Agreement and the other party having performed in all material
respects its obligations under the Merger Agreement.

The Merger Agreement contains certain termination rights for both
Sierra and OCB including, among others, if the Merger is not
consummated on or before January 31, 2018, unless further
extended in accordance with the Merger Agreement; if there is a
Material Adverse Effect with respect to OCB; if there are
specified highly unusual fluctuations in the price of Sierras
common stock; or if the requisite approval of the shareholders of
OCB is not obtained. In addition, OCB is entitled under certain
circumstances to terminate the Merger Agreement and enter into a
definitive agreement with a third party providing for a superior
offer and, in connection therewith, to concurrently pay to Sierra
a termination fee in such event equal to $1,500,000 plus certain
transaction expenses incurred by Sierra (the Termination
Fee). The Termination Fee is also payable by OCB upon
termination of the Merger Agreement in certain other instances as
set forth in the Merger Agreement.

The Merger is expected to close in the fourth quarter of 2017.

The foregoing summary of the Merger Agreement and the
transactions contemplated thereby does not purport to be complete
and is subject to, and qualified in its entirety by, the full
text of the Merger Agreement, which is filed as Exhibit2.1 to
this Form8-K and is incorporated herein by reference.

In connection with entering into the Merger Agreement, Sierra and
OCB entered into a Voting and Non-Competition Agreement with each
of the directors of OCB (Voting and Non-Competition
Agreements), except for David Brubaker, President and
Chief Executive Officer of OCB to which such directors have
agreed, subject to the terms set forth therein, to vote their
shares of OCB common stock in favor of the Merger and Bank Merger
and related matters, and to become subject to certain
non-competition and non-solicitation restrictions after the
consummation of the Merger. Mr. Brubaker, along with Michael
Orman and Suzanne Lagos (collectively, the Covered
Executives), have entered into a Voting and
Non-Solicitation Agreement with Sierra (the Voting and
Non-Solicitation Agreement), to which the Covered
Executives have agreed, subject to the terms set forth therein,
to vote their shares of OCB common stock in favor of the Merger
and Bank Merger and related matters, and to become subject to
certain non-solicitation restrictions after the consummation of
the Merger.

The foregoing description of the Voting Agreements does not
purport to be complete and is subject to, and qualified in its
entirety by, the form of Voting and Non-Competition Agreement and
form of Voting and Non-Solicitation Agreement included as
ExhibitsA and B, respectively, to the Merger Agreement, which is
filed as Exhibit2.1 to this Form8-K and is incorporated herein by
reference.

The Merger Agreement and the above description of the Merger
Agreement have been included to provide investors and security
holders with information regarding the terms of the Merger
Agreement. They are not intended to provide any other factual
information about Sierra, OCB or their respective subsidiaries or
affiliates. The representations, warranties and covenants
contained in the Merger Agreement were made only for purposes of
that agreement and as of specific dates, were solely for the
benefit of the parties to the Merger Agreement and may be subject
to limitations agreed upon by the parties for the purposes of
allocating contractual risk between them that differ from those
applicable to investors. Investors should not rely on the
representations, warranties or covenants or any description
thereof as characterizations of the actual state of facts or
condition of Sierra, OCB or any of their respective subsidiaries,
affiliates or businesses. Moreover, information concerning the
subject matter of the representations, warranties and covenants
may change after the date of the Merger Agreement, which
subsequent information may or may not be fully reflected in
public disclosure by Sierra or OCB. Accordingly, investors should
read the representations and warranties in the Merger Agreement
not in isolation but only in conjunction with the other
information about Sierra and OCB and their respective
subsidiaries and affiliates that the respective companies include
in reports, statements and other filings they make with the SEC,
or their respective banking regulators, as applicable.

Additional information about the Merger and where to find
it

In connection with the proposed Merger, Sierra will file with the
United States Securities and Exchange Commission (SEC) a
registration statement on Form S-4 to register the shares of
Sierra common stock to be issued to the shareholders of OCB. The
registration statement will include Sierras prospectus and OCBs
proxy statement which will be sent to the OCB shareholders
seeking their approval of the Merger and related matters in
addition to other matters. In addition, Sierra and OCB may file
other relevant documents concerning the proposed Merger with the
SEC.

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. Shareholders of OCB are urged to read
the registration statement on Form S-4 and the proxy
statement/prospectus included within the registration statement
and any other relevant documents to be filed with the SEC in
connection with the proposed Merger because they will contain
important information about Sierra, OCB and the proposed
transaction.

Investors and shareholders may obtain free copies of these
documents through the website maintained by the SEC at
www.sec.gov. Free copies of the proxy statement/prospectus also
may be obtained when it becomes available by directing a request
by telephone or mail to Sierra Bancorp, 86 North Main Street,
Porterville, California 93257, Attn: Corporate Secretary,
telephone (559) 782-4900, or by accessing Sierras website at
www.sierrabancorp.com under Investor Relations, or by
directing a request by telephone or mail to OCB Bancorp, 402 West
Ojai Avenue, Suite 102, Ojai, California 93023, Attention: David
Brubaker, President and CEO, telephone (805) 646-9909, or by
accessing OCBs website at www.ojaicommunitybank.com under
About Us-Investor Relations. The information on Sierras website
or OCBs website is not, and shall not be deemed to be, a part of
this filing or incorporated into other filings it makes with the
SEC.

Participants in the solicitation

Sierra and its directors and executive officers may be deemed to
be participants in the solicitation of proxies from the
shareholders of OCB in connection with the transaction.
Information about the directors and executive officers of Sierra
is set forth in definitive proxy statement on relating to Sierras
2017 annual meeting of shareholders filed with the SEC on April
14, 2017.

OCB and its directors and executive officers may also be deemed
to be participants in the solicitation of proxies from the
shareholders of OCB in connection with the Merger.

Additional information regarding the interests of these
participants and other persons who may be deemed participants in
the Merger may be obtained by reading the proxy
statement/prospectus regarding the Merger when it becomes
available.

Item 7.01

Regulation FD Disclosure

Sierra is filing an investor presentation, which provides
supplemental information regarding the proposed transaction and
discusses certain elements of the Merger, which it intends to
post on the investor relations portion of its website, which is
located at www.sierrabancorp.com. The slides are included
as Exhibit 99.2 to this report.

The information in the slides shall not be deemed to be filed for
the purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the Exchange Act), or
otherwise subject to the liability of that section, and shall not
be incorporated by reference into any registration statement or
other document filed under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set
forth by specific reference in such filing.

Item 8.01

Other Events

On April 24, 2017, Sierra issued a press release announcing the
execution of the Merger Agreement. A copy of the press release is
attached as Exhibit99.1 and is incorporated by reference into
this Item 8.01.

Additionally, a copy of an investor presentation, dated April 24,
2017, is attached as Exhibit99.2 and is incorporated by reference
into this Item 8.01.

Cautionary Statement Regarding Forward-Looking Statements

This document contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are typically identified by words or
phrases such as may, will, anticipate, estimate, expect, project,
intend, plan, believe, target, forecast, and other words and
terms of similar meaning. Forward-looking statements involve
estimates, expectations, projections, goals, forecasts,
assumptions, risks and uncertainties. Sierra cautions readers
that any forward-looking statement is not a guarantee of future
performance and that actual results could differ materially from
those contained in the forward-looking statements. Such
forward-looking statements include, but are not limited to,
statements about the benefits of the proposed Merger and Bank
Merger involving Sierra and OCB including future financial and
operating results, Sierras and OCBs plans, objectives,
expectations and intentions, the expected timing of completion of
the transaction and other statements that are not historical
facts. Important factors that could cause actual results to
differ materially from those indicated by such forward-looking
statements include risks and uncertainties relating to: (i)the
ability to obtain the requisite OCB shareholder approval; (ii)the
risk that Sierra and OCB may be unable to obtain governmental and
regulatory approvals required for the Merger and Bank Merger, or
required governmental and regulatory approvals may delay the
Merger and Bank Merger or result in the imposition of conditions
that could cause the parties to abandon the Merger and Bank
Merger; (iii)the risk that a condition to closing of the Merger
and Bank Merger may not be satisfied; (iv)the timing to
consummate the proposed Merger and Bank Merger; (v)the risk that
the businesses will not be integrated successfully; (vi)the risk
that the cost savings and any other synergies from the
transaction may not be fully realized or may take longer to
realize than expected; (vii)disruption from the transaction
making it more difficult to maintain relationships with
customers, employees or vendors; (viii)the diversion of
management time on merger-related issues; (ix)general worldwide
economic conditions and related uncertainties; (x)the effect of
changes in governmental regulations; (xi)credit risk associated
with an obligors failure to meet the terms of any contract with
BOS or Ojai or to otherwise perform as agreed; (xii)interest risk
involving the effect of a change in interest rates on the bank’s
earnings and the market value of the portfolio equity;
(xiii)liquidity risk affecting the banks ability to meet its
obligations when they come due; (xiv)price risk focusing on
changes in market factors that may affect the value of traded
instruments in mark-to-market portfolios; (xv)transaction risk
arising from problems with service or product delivery;
(xvi)compliance risk involving risk to earnings or capital
resulting from violations of or nonconformance with laws, rules,
regulations, prescribed practices or ethical standards;
(xvii)strategic risk resulting from adverse business decisions or
improper implementation of business decisions; (xviii)reputation
risk that adversely affects earnings or capital arising from
negative public opinion; (xix)terrorist activities risk that
results in loss of consumer confidence and economic disruptions;
(xx)economic downturn risk resulting in deterioration in the
credit markets; (xxi)greater than expected noninterest expenses;
(xxii)excessive loan losses and (xxiii)other factors which Sierra
discusses or refers to in the Risk Factors section of its most
recent Annual Report on Form10-K filed with the SEC. Each
forward-looking statement speaks only as of the date of the
particular statement and none of Sierra or OCB undertakes any
obligation to update or revise its forward-looking statements,
whether as a result of new information, future events or
otherwise.

Item 9.01

Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.	Description
2.1	Agreement and Plan of Reorganization and Merger, dated as of April 24, 2017, by and between Sierra Bancorp and OCB Bancorp (the schedules have been omitted to Item601(b)(2) of Regulation S-K)
99.1	Joint press release issued by Sierra Bancorp and OCB Bancorp dated April 24, 2017
99.2	Investor presentation slides, dated April 24, 2017

to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

Dated:April 24, 2017	SIERRA BANCORP
	By:	/s/ Kenneth R. Taylor
	Name:	Kenneth R. Taylor
	Title:	Executive Vice President
		and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
2.1	Agreement and Plan of Reorganization and Merger, dated as of April 24, 2017, by and between Sierra Bancorp and OCB Bancorp (the schedules have been omitted

About SIERRA BANCORP (NASDAQ:BSRR)

Sierra Bancorp is a bank holding company for Bank of the Sierra (the Bank). The Bank is a state-chartered bank, which offers a range of retail and commercial banking services. The Bank’s products and services are related to the business of lending money and accepting deposits. The Bank operates approximately 30 branch offices, an online branch, a real estate industries group, an agricultural credit division, a Small Business Administration (SBA) lending unit and a loan production office. Its Internet branch provides the ability to open deposit accounts online; an online banking option with bill-pay and mobile banking capabilities, including mobile check deposit; a customer service center that is accessible by toll-free telephone during business hours, and an automated telephone banking system. It offers a range of other banking products and services, including remote deposit capture and automated payroll services for business customers.

SIERRA BANCORP (NASDAQ:BSRR) Recent Trading Information

SIERRA BANCORP (NASDAQ:BSRR) closed its last trading session up +0.25 at 26.94 with 41,797 shares trading hands.