Heritage Oaks Bancorp (NASDAQ:HEOP) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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Heritage Oaks Bancorp (NASDAQ:HEOP) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Heritage Oaks Bancorp (the “Company”) today announced that it intends to delist its common stock from The NASDAQ Capital Market in connection with the pending merger of the Company with and into Pacific Premier Bancorp, Inc. (“PPBI), with PPBI surviving the merger. The merger is expected to be completed on April 1, 2017, subject to satisfaction of certain conditions contained in the merger agreement.

In accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”) and The NASDAQ Stock Market (“NASDAQ”), the Company has provided written notice to NASDAQ of its intent to delist. The Company has requested that NASDAQ file a Form 25 with the SEC upon completion of the merger to effect the delisting.

Provided that the requirements for deregistration are met, in due course the Company intends to file a Form 15 with the SEC under the Exchange Act of 1934, as amended (the “Exchange Act”), requesting the deregistration of the Company’s shares of common stock under Section 12(g) of the Exchange Act and the suspension of the Company’s reporting obligations under Section 15(d) of the Exchange Act. As of the date of the filing of the Form 15, the obligation of the Company to file reports under the Exchange Act, including Forms 10-K, 10-Q and 8-K, will be immediately suspended. Other filing requirements will terminate upon the effectiveness of the deregistration under Section 12(g) of the Exchange Act, which is expected to occur 90 days after the filing of the Form 15.

Item 8.01. Other Events.

On March 28, 2017, the Company issued a press release announcing its voluntary delisting from The NASDAQ Capital Market. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number

99.1 Press release, dated March 28, 2017.


About Heritage Oaks Bancorp (NASDAQ:HEOP)

Heritage Oaks Bancorp is the holding company for Heritage Oaks Bank (the Bank). The Bank offers traditional banking products, such as checking, savings, money market account and certificates of deposit, as well as mortgage loans and commercial and consumer loans to customers who are predominately small to medium-sized businesses (SMBs) and individuals. The Bank offers its products and services through approximately 10 retail branches located on the Central Coast of California, in San Luis Obispo and Santa Barbara Counties and through other direct channels, including a loan production office in Ventura County. The Bank offers to its commercial clients commercial loans secured by real estate, other commercial loans and lines of credit, agricultural loans, construction financing, other real estate loans, and small business administration (SBA) loans. For consumers, the Bank offers residential mortgages equity lines of credit and other consumer loans.

Heritage Oaks Bancorp (NASDAQ:HEOP) Recent Trading Information

Heritage Oaks Bancorp (NASDAQ:HEOP) closed its last trading session up +0.02 at 12.62 with 56,764 shares trading hands.