PACIFIC PREMIER BANCORP,INC. (NASDAQ:PPBI) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01 and Item 9.01 of Form8-K. Except as otherwise provided in this Amendment 1, the Original Report remains unchanged.
Statements made or incorporated by reference in this Amendment, other than those concerning historical financial information, may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and are subject to risks and uncertainties. These forward-looking statements include, without limitation, statements regarding Pacific Premier’s expectation concerning its financial condition, operating results, cash flows, liquidity and capital resources, including the effects of the acquisition of Heritage Oaks and Heritage Oaks Bank and the final determination of the assets and liabilities acquired and their respective valuations. A discussion of risk, uncertainties and other factors that could cause actual results to differ materially from management’s expectations is set forth under the captions “Cautionary Statement Concerning Forward-Looking Statements,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Pacific Premier’s Registration Statement on FormS-4 (No.333-215620) (filed January19, 2017), or Registration Statement, as subsequently amended on February21 and February24, 2017.
ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On April1, 2017, Pacific Premier completed its acquisition of Heritage Oaks and its wholly-owned subsidiary, Heritage Oaks Bank, a California-chartered commercial bank. As of December31, 2016, Heritage Oaks had total assets of approximately $2.02 billion, total deposits of approximately $1.68 billion and total shareholders’ equity of approximately $212.85 million.
to the Merger Agreement, each share of Heritage Oaks common stock was converted into the right to receive 0.3471 shares of Pacific Premier common stock, for a total of 11,959,535 shares with a value of $38.55 per share, which was the closing price of Pacific Premier common stock on March31, 2017, the last trading day prior to the consummation of the acquisition. The value of the total transaction consideration was approximately $482 million, which included 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.
The foregoing description of the Merger Agreement does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was included as Appendix A to the Registration Statement, and is incorporated herein by reference.