425

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) March 27, 2017

Heritage Oaks Bancorp

(Exact Name of Registrant as Specified in Its Charter)

California

(State or Other Jurisdiction of Incorporation)

000-25020	77-0388249
(Commission File Number)	(IRS Employer Identification No.)

1222 Vine Street, Paso Robles CA	93446
(Address of Principal Executive Offices)	(Zip Code)

(805) 369-5200

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

xWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 7.01 REGULATION FD DISCLOSURE.

Presentation to be used by management at the Special Meeting of Shareholders on Monday, March 27, 2017 at 5:30 p.m.

A copy of the investor presentation to be used by management at the special meeting of shareholders on Monday, March 27, 2017 is included as Exhibit 99.1. This Form 8-K and the information included as exhibits shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), nor shall it be incorporated by reference into a filing under the Securities Act of 1933, as amended (“Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing. The furnishing of information in this report is not intend to, and does not, constitute a determination or admission by the Company that the information in this report is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Registrant or any of its affiliates. The investor presentation materials contain financial statement information presented as of September 30, 2016 and December 31, 2016, and the Company does not assume any obligations to update such information in the future.

Item 8.01. Other Events.

A copy of the investor presentation to be used by management at the special meeting of shareholders on Monday, March 27, 2017 is included with this Form 8-K as Exhibit 99.1.  The only information contained in this Form 8-K being filed for the purposes of Rule 425 of the Securities Act is the information relating to the announced merger between the Company and Pacific Premier Bancorp contained in the investor presentation furnished herewith as Exhibit 99.1 and being filed under this Item 8.01.

ITEM 9.01 FINANCIALS STATEMENTS AND EXHIBITS.

99.1 The presentation used by management at the special meeting of shareholders on Monday, March 27, 2017.

This Form 8-K and the investor presentation furnished herewith, contain “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends such forward looking statements to be covered by the safe harbor provisions for forward looking statements. All statements other than statements of historical fact are “forward looking statements” for purposes of federal and state securities laws, including, but not limited to, statements about anticipated future operating and financial performance, financial position and liquidity, business prospects, strategic alternatives, regulatory and competitive outlook, investment and expenditure plans, capital and financing needs, plans and objectives of management for future operations, and other similar forecasts and statements of expectation and statements of assumptions underlying any of the foregoing. Words such as “will likely result,” “aims,” “anticipates,” “believes,” “could,” “estimates,” “expects,” “hopes,” “intends,” “may,” “plans,” “projects,” “seeks,” “should,” “will,” and variations of these words and similar expressions are intended to help identify forward looking statements. Forward looking statements are based on the Company’s current expectations and assumptions regarding its business, the regulatory environment, the economy and other future conditions, which expectations and assumptions could prove wrong. Forward looking statements are subject to a number of risks and uncertainties that could cause the Company’s actual results to differ materially and adversely from those contemplated by the forward looking statements. The Company cautions you against relying on any of these forward looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Important factors that could cause actual results to differ materially from those in the forward looking statements, include the following: renewed softness in the overall economy, including the California real estate market; the effect of the current low interest rate environment or recent changes in interest rates on our net interest margin; our ability to complete the announced merger with Pacific Premier Bancorp, Inc. (“PPBI”) in a timely manner, if at all, and the possibility that the anticipated benefits of the merger with PPBI are not realized when expected or at all; our ability to  attract and retain qualified employees; a failure or breach of our operational security systems or infrastructure or those of our customers, our third party vendors or other service providers, including as a result of a cyber-attack; any compromise in the secured transmission of personal, financial and/or confidential information over public networks; environmental conditions, including the prolonged drought in California, natural disasters such as earthquakes, landslides, and wildfires

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that may disrupt business, impede operations, or negatively impact the ability of certain borrowers to repay their loans and/or the values of collateral securing loans; and the possibility of an unfavorable ruling in a legal matter, and the potential impact that it may have on earnings, reputation, or the Company’s operations.

Additional information on these risks and other factors that could affect operating results and financial condition are detailed in reports filed by the Company with the U.S. Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, filed by the Company with the U.S. Securities and Exchange Commission on March 3, 2016, and any subsequent filings with the SEC.

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

Date: March 24, 2017
Heritage Oaks Bancorp
By:	/s/Jason Castle
Jason Castle
Executive Vice President, Chief Financial Officer

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Investor presentation to be used by management at the special meeting of shareholders on Monday, March 27, 2017 — Furnished.

4

EX-99.1

Exhibit 99.1

Special Shareholders Meeting March 27, 2017

2 Forward Looking Statements Certain statements contained in this Presentation, including, without limitation, statements containing the words “believes”, “anticipates”, “intends”, “expects”, and words of similar impact, constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities and Exchange Act of 1934. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to, the following: the expected cost savings, synergies and other financial benefits from the pending transaction with Pacific Premier Bancorp might not be realized within the expected time frames or at all; conditions to the closing of the pending transaction with Pacific Premier Bancorp may not be satisfied; the Company’s shareholders may fail to approve the consummation of the pending transaction with Pacific Premier Bancorp and the shareholders of Pacific Premier Bancorp may not approve the issuance of Pacific Premier Bancorp common stock in connection with the pending transaction with Pacific Premier Bancorp and other risks described in our annual report on Form 10-K that is on file with the Securities and Exchange Commission. (Please see the Company’s Risk Factors identified in the Company’s most recent Form 10-K filed on March 3, 2017). The Company disclaims any obligation to update any such factors or to publicly announce the results of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.

Deal highlights & New branch footprint Market extension into California’s Central Coast HEOP assets of $2.0 billion which increases PPBI’s pro forma assets to approximately $6.0 billion HEOP’s relationship banking model complements PPBI’s strong growth strategy Loan/deposit ratio of 82.2% for HEOP and 103.1% for PPBI as of 12/31/16 HEOP’s high quality core deposit franchise is additive to PPBI’s funding base Non-interest bearing deposits of 34.1% Cost of deposits of 0.22% in Q4 2016 PPBI Branch HEOP Branch HEOP Loan Production Office Pro Forma Branch Footprint Rationale and Highlights Transaction announced 12/13/2016. Tangible book value and earnings multiple is based on 9/30/16 public filings for 11/14/16 and 12/13/16 and 12/31/2016 for 3/24/17. 3 Company Snapshot - Heritage Oaks Bancorp ( as of 12/31/2016) Exchange/Ticker NASDAQ: HEOP Company Headquarters Paso Robles, CA Year Established 1983 Balance Sheet Total Assets ($MM) $2,025 Grpss Loans, Excluding HFS ($MM) $1,385 Total Deposits ($MM) $1,684 Loan / Deposit Ratio 82.2% Performance Return on Average Assets (Q4 2016) 0.90% Net Interest Margin (Q4 2016) 3.71% Non-Performing Assets / Total Assets 0.34% Non-Performing Loans / Gross Loans 0.49% Loan Loss Reserves / Gross Loans 1.24% Stock Price Tangible Book Value Multiple (2) Annual Earnings Multiple (2) 11/14/2016 8.86 163% 18x 12/13/2016 (1) 11.54 212% 24x 3/24/2017 11.54 214% 24x

Outperforming Peers in Total Shareholder Return Source: SNL Financial Ticker HEOP PPBI Exchange NASDAQ NASDAQ Market Cap (as of 03-09-2017) $467M $1,098M Closing Price (as of 03-09-2017) $13.56 $39.33 52-Week High $14.44 $41.90 52-Week Low $7.22 $20.05 No. of shares outstanding $34M $28M Annual Dividend $0.24 $0.00 HEOP and PPBI stock have outperformed peers and major indices over the last 5 years (as of end of day Friday 3/24) 4 HEOP KBW Nasdaq Bank NASDAQ Bank SNL Western U.S. Bank West Coast Peer Index PPBI HEOP; $5.80 PPBI; $ 10.24 12/31/12 PPBI; 3/9/17; 39.35 12/31/16, $35.35 HEOP; 3/9/17; $13.56 12/31/16; $12.33 +134.3% +88.8% +105.1% +82.1% +110.9% +284.3%

PPBI was ranked the fifth best performing community bank in the U.S. with total assets between $1 billion and $10 billion, by S&P Global, the second consecutive year the bank was ranked in the top 10(1); Tax free nature of merger consideration to HEOP shareholders; Limited compelling acquisition opportunities of other financial institutions; Compared with recent bank mergers, compelling valuation multiples; Leverage operating efficiencies to compete with larger institutions; Larger branch network; Access to wider product offerings to HEOP’s customer base; Higher lending limits afforded to HEOP’s customer base; and More career growth opportunities for HEOP’s employees as a result of being part of a larger organization. 5 HEOP’s Compelling reasons for merger (1) S&P Global Market Intelligence

PPBI received regulatory approval for acquisition of HEOP on 3/21/2017; Transaction close expected late Q1 or early Q2 2017; Pacific Premier and Heritage Oaks teams have been working together to ensure a smooth close; Both banks operate on the same core system which should allow for easier system conversion and onboarding of employees; Strengthens Heritage Oaks’ position by combining with PPBI to form one of the leading commercial banks in California with $6 billion in total assets on a pro forma basis; Extends branch footprint from San Diego to Paso Robles; Deal is immediately accretive to PPBI tangible book value and earnings per share; Each HEOP share to convert into .3471 PPBI shares upon deal close; Transaction allows opportunity to deploy Heritage Oaks’ excess liquidity into higher yielding assets with a more geographically diverse loan mix and type; and Broad market presence provides for greater opportunities for future fill in acquisitions. Thank you for your continued confidence! 6 Transaction update and details/results