425

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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)		February 1, 2017
PACIFIC PREMIER BANCORP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE	0-22193			33-0743196
(State or other jurisdiction of incorporation)	(Commission File Number)			(I.R.S. Employer Identification No.)
17901 Von Karman Avenue, Suite 1200, Irvine, CA				92614
(Address of principal executive offices)				(Zip Code)
Registrant’s telephone number, including area code			(949) 864-8000
Not Applicable
(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):
[x] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 7.01 REGULATION FD DISCLOSURE

On February 1, 2017, Pacific Premier Bancorp, Inc. (the “Company”) (NASDAQ: PPBI) (the "Company" or "Pacific Premier"), the holding company of Pacific Premier Bank, issued a press release announcing that Steve R. Gardner, Chairman, President and Chief Executive Officer, and Ronald J. Nicolas, Senior Executive Vice President and Chief Financial Officer, will participate in FIG Partners’ 8th Annual West Coast CEO Forum on February 1-2, 2017 in Los Angeles. During the two day conference, the management team will meet with institutional investors and Mr. Gardner will participate in a panel discussion on the topic of “The Acquirers Outlook.” A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The Company is filing an investor presentation relating to its fourth quarter of 2016 (the “Presentation”), which will be used by Mr. Gardner and Mr. Nicolas for presentations to investors and others. The Presentation replaces and supersedes investor presentation materials previously furnished as an exhibit to the Company’s Current Reports on Form 8-K.

A copy of the Presentation is attached hereto as Exhibit 99.2 and incorporated herein by reference. The Presentation is also available on the Company’s web site at www.ppbi.com.

Information contained herein, including Exhibits 99.1 and 99.2, shall not be deemed filed for the purposes of the Securities Exchange Act of 1934, as amended, nor shall such information and Exhibits be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

ITEM 8.01. OTHER EVENTS

The only information contained in this Form 8-K being filed for the purposes of Rule 425 under the Securities Act is the information relating solely to the proposed merger between the Company and Heritages Oaks Bancorp contained in the press release and presentation furnished herewith as Exhibit 99.1 and Exhibit 99.2, respectively, and being filed under this Item 8.01.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

99.1 Press release, dated February 1, 2017

99.2 Pacific Premier Bancorp, Inc., Investor Presentation, Fourth Quarter 2016

SIGNATURES

Pursuant 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.

		PACIFIC PREMIER BANCORP, INC.
Dated:	February 1, 2017	By:	/s/ STEVE R. GARDNER
			Steve R. Gardner
			Chairman, President and Chief Executive Officer

EX-99.1

Exhibit 99.1

Filed by Pacific Premier Bancorp, Inc.

Pursuant to Rule 425 under the

Securities Act of 1933

Subject Company: Heritage Oaks Bancorp

SEC Registration Statement No.: 333-215620

This filing relates to a press release dated February 1, 2017 issued by Pacific Premier Bancorp, Inc. The following is a copy of the press release.

______________________________________________________________________________

Pacific Premier Bancorp to Participate in

FIG Partners’ 8^th Annual West Coast CEO Forum

Irvine, Calif., February 1, 2017 -- Pacific Premier Bancorp, Inc. (NASDAQ: PPBI) (the "Company" or "Pacific Premier"), the holding company of Pacific Premier Bank, announced today that Steve R. Gardner, Chairman, President and Chief Executive Officer, and Ronald J. Nicolas, Senior Executive Vice President and Chief Financial Officer, will participate in FIG Partners’ 8^th Annual West Coast CEO Forum on February 1-2, 2017 in Los Angeles. During the two day conference, the management team will meet with institutional investors and Mr. Gardner will participate in a panel discussion on the topic of “The Acquirers Outlook.”

A copy of the investor presentation to be used at the conference can be accessed on the Presentations page in the Investor Relations section of the Company’s website at www.ppbi.com.

About Pacific Premier Bancorp, Inc.

Pacific Premier is the holding company for Pacific Premier Bank, one of the largest banks headquartered in Southern California with $4.0 billion in assets. Pacific Premier Bank is a business bank primarily focused on serving small and middle market businesses in the counties of Los Angeles, Riverside, San Bernardino and San Diego, California. 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. Pacific Premier Bank serves its customers through its 15 full-service depository branches in Southern California located in the cities of Corona, Encinitas, Huntington Beach, Irvine, Los Alamitos, Murrieta, Newport Beach, Palm Desert, Palm Springs, Redlands, Riverside, San Bernardino, and San Diego.

Notice to Heritage Oaks Bancorp and Pacific Premier Shareholders

This press release 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. In connection with the proposed acquisition of Heritage Oaks Bancorp (“Heritage Oaks”) by Pacific Premier. Pacific Premier filed a registration statement on Form S-4 (The “Registration Statement”) with the U.S Securities and Exchange Commission (the “SEC”). The registration statement contains a joint proxy statement/prospectus. After the Registration Statement is declared by the SEC to be effective, a definitive joint proxy statement/prospectus will be distributed to the shareholders of Heritage Oaks and the Pacific Premier in connection with the respective special meetings of Heritage Oaks and the Pacific Premier shareholders and their respective votes concerning the acquisition. As of the date of this press release, the Registration Statement has not been declared effective by the SEC.

SHAREHOLDERS OF HERITAGE OAKS AND PACIFIC PREMIER ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT AND THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION. The definitive joint proxy statement/prospectus will be mailed to shareholders of Pacific Premier and Heritage Oaks. Investors and security holders will be able to obtain the documents, including the definitive joint proxy statement/prospectus free of charge at the SEC’s website, www.sec.gov. In addition, documents filed with the SEC by Pacific Premier will be available free of charge by (1) accessing Pacific Premier’s website at www.ppbi.com under the “Investor Relations” link and then under the heading “SEC Filings,” (2) writing to Pacific Premier at 17901 Von Karman Avenue, Suite 1200, Irvine, CA 92614, Attention: Investor Relations or (3) writing Heritage Oaks at 1222 Vine Street, Paso Robles, CA 93446, Attention: Corporate Secretary.

The Pacific Premier directors, executive officers and certain other members of management and employees of Pacific Premier may be deemed to be participants in the solicitation of proxies from the Pacific Premier shareholders in respect of the proposed acquisition. Pacific Premier has also engaged D.F. King & Co., Inc. as its proxy solicitation firm. Information about the Pacific Premier directors and executive officers is included in the proxy statement for its 2016 annual meeting, which was filed with the SEC on April 27, 2016. The Heritage Oaks directors, executive officers and certain other members of management and employees of Heritage Oaks may also be deemed to be participants in the solicitation of proxies in favor of the acquisition from the shareholders of Heritage Oaks. Heritage Oaks has also engaged Okapi Partners LLC as its proxy solicitation firm. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the definitive joint proxy statement/prospectus regarding the proposed acquisition when it becomes available. Free copies of this document may be obtained as described in the preceding paragraph.

###

Contact:

Pacific Premier Bancorp, Inc.

Steve R. Gardner

Chairman, President and CEO

949-864-8000

Ronald J. Nicolas, Jr.

Senior Executive Vice President & CFO

949-864-8000

EX-99.2

Investor Presentation Fourth Quarter 2016 Steve Gardner Chairman & Chief Executive Officer sgardner@ppbi.com - 949-864-8000 Exhibit 99.2 Filed by Pacific Premier Bancorp, Inc. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Heritage Oaks Bancorp SEC Registration Statement No.: 333-215620 Ronald Nicolas Sr. EVP & Chief Financial Officer rnicolas@ppbi.com - 949-864-8000 And

2 Forward-Looking Statements The statements contained in this presentation 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 Pacific Premier Bancorp, Inc. (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 the Company conducts 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 2015 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.

3 15 Full-Service Branch Locations Company Profile Exchange / Listing NASDAQ: PPBI Focus Small & Mid-Market Businesses Total Assets $4.0 Billion* Branch Network Note: Market data as of 1/27/2017 * As of 12/31/2016 Pacific Premier Branch Footprint Headquarters Irvine, CA # of Research Analysts 8 Analysts Market Cap $1.10 Billion Avg. Daily Volume 215,857 Shares Note: Map does not include PPBI offices outside of California

4 Strategic Transformation Pre 2008  Conversion from a thrift to a commercial bank 2008 - 2012  Organic growth driven by dynamic sales culture  Geographic expansion through highly accretive FDIC-assisted acquisitions  Canyon National Bank (CNB) - $192 million in assets, closed on 2/11/2011 (FDIC-Assisted)  Palm Desert National Bank (PDNB) - $103 million in assets, closed on 4/27/2012 (FDIC-Assisted) 2017 and Beyond  Focus on producing EPS growth from scale, efficiency, balance sheet leverage  Target ROAA and ROATCE of 1.20% and 14%, respectively  Continue disciplined organic and acquisitive growth increasing scarcity value 2013 - 2016  Build out of commercial banking platform through acquisitions  First Associations Bank (FAB) - $424 million in assets, closed on 3/15/2013 (151 days)  San Diego Trust Bank (SDTB) - $211 million in assets, closed on 6/25/2013 (111 days)  Infinity Franchise Holdings (IFH) - $80 million in assets, closed on 1/30/2014 (73 days)  Independence Bank (IDPK) - $422 million in assets, closed on 1/26/2015 (96 days)  Security California Bancorp (SCAF) - $715 million in assets, closed 1/31/2016 (123 days)  Heritage Oaks Bancorp (HEOP) – Announced merger agreement on 12/13/16 A balance of organic and acquisitive growth to create a Southern California centric commercial bank franchise with $4.0 billion in assets

5 History of PPBI • Total deposits compound annual growth rate of 37% since 2012 • Total loans compound annual growth rate of 35% since 2012 Total Assets – Acquired vs. Non-Acquired February 2011 Acquired Canyon National Bank ($192MM assets) in FDIC-assisted deal $807 $827 $961 $1,174 $1,714 $1,745 $1,922 $2,034 $2,039 $2,753 $2,637 $2,715 $2,791 $3,563 $3,599 $3,755 $4,040 $6.00 $7.00 $8.00 $9.00 $10.00 $11.00 $12.00 $13.00 $14.00 $(250) $250 $750 $1,250 $1,750 $2,250 $2,750 $3,250 $3,750 $4,250 2009 2010 2011 2012 2013 1Q'14 2Q'14 3Q'14 4Q'14 1Q'15 2Q'15 3Q'15 4Q'15 1Q'16 2Q'16 3Q'16 4Q'16 Non-Acquired Acquired TBV/Share April 2012 Acquired Palm Desert National Bank ($103MM assets) in FDIC-assisted deal March 2013 and June 2013 Acquired First Associations Bank ($424MM assets) and San Diego Trust Bank ($211MM assets) January 2014 Acquired Infinity Franchise Holdings ($80MM assets), a specialty finance company January 2015 Acquired Independence Bank ($422MM assets) January 2016 Acquired SCAF ($715MM assets) Timely and efficient acquisitions have accelerated PPBI’s growth and performance Total Assets TBV/Share

6  Small and middle market business banking focus  Full suite of business banking services, including: cash management, payroll and merchant card services  Customized C&I and commercial real estate loans  C&I and CRE business loans  Originated $314M FY 2016 vs. $146M FY 2015  32% of loan portfolio Today’s Commercial Bank – Key Businesses Business Banking SBA Lending HOA Banking Income Property Lending  Nationwide origination capability  Small Business Administration (“SBA”) Loans  California Capital Access Program (“Cal CAP”) Loans  United State Department of Agriculture (“USDA”) Loans  Originated $139M FY 2016 vs. $113M FY 2015  Sell guaranteed portion – 75%  Gross gain rates 8-12%  Nationwide leader of customized cash management, electronic banking services and credit facilities for:  Home Owner Association (“HOA”) Companies  HOA Management Companies  HOA deposits now in excess of $791M as of 12/31  Predominately MMAs and demand deposits  Credit facilities and banking services for commercial real estate (“CRE”) investors in SoCal  Structured CRE and bridge loan flexibility  Originated $167M FY 2016 and $62 FY 2015  17% of loan portfolio Construction Lending  Construction loans for developers and owner users on properties predominantly in coastal SoCal  New team assembled in first half of 2013  Originated $284M FY 2016 vs. $250M FY 2015  8% of loan portfolio  Attractive risk adjusted yields Franchise Lending  National lender for established and experienced owner operators of Quick Serve Restaurants  C&I and CRE based lending secured by equipment and real estate  Originated $205M FY 2016 vs. $171M FY 2015  Average originated rate of 5.0% FY 2016

7 Technology Enabled Management Systems PPBI’s sales management technology has accelerated the growth and sales culture by effectively monitoring all facets of the deposit and loan process, including lead generation, prospecting and closing  Customer Relationship Management (CRM) with SalesForce provides real-time updates of existing and prospective client deposit and loan relationships. Deployed throughout the organization from RMs, PMs and credit administration  Email communication software streamlines communication between our RMs and PMs for quicker decision making  DataVault is PPBI’s proprietary software developed in-house for tracking HOA and Property Management firm’s customer payment information, customized for internal reporting and 3rd party vendor implementation DataVault – Proprietary Mgmt. Software SalesForce Communication SalesForce Pipeline Management

8 Commercial Bank Transformation - Deposit Composition Deposits – 12/31/2009 Deposits – 12/31/2016 • 38% of deposit balances are non-interest bearing deposits • 82% of deposits are non-maturity deposits Total Deposits: $618.7 Million Cost of Deposits: 1.91% Total Deposits: $3.1 Billion Cost of Deposits: 0.27% Non-Int. Bearing Demand 5% Interest Bearing Demand 4% MMDA and Savings 23% CDs 68% Non-Int. Bearing Demand 38% Interest Bearing Demand 6% MMDA and Savings 38% CDs 18%

9 Commercial & Industrial 5% CRE - Own. Occ. 18% CRE - Non-Own. Occ. 26% Multi-family 48% 1-4 Family 2% Other 1% Commercial Bank Transformation – Loan Composition Loans – 12/31/2009 Loans – 12/31/2016 • Loan portfolio is high quality and well-diversified • Business related loans represent 48% of total loans at 12/31/16* Total Loans: $576.3 Million Total Loans: $3.2 Billion * Business loans are defined as commercial and industrial, franchise, commercial owner occupied, and SBA Multi-family 22% CRE Non-Own. Occ. 18% Commercial & Industrial 17% CRE - Own. Occ. 14% Franchise 14% Constr., Land & Development 9% 1-4 Family 3% SBA 3%

10 Conservative Credit Culture Nonperforming Assets to Total Assets (%) The Company has a history of effective credit risk management and out performing peers • No troubled debt restructurings (“TDRs”) • Tactical loan sales utilized strategically to manage various risks 1.04 1.70 1.58 1.66 1.36 0.48 0.58 0.40 3.26 1.62 1.31 0.76 0.55 1.67 1.08 0.38 0.33 0.21 0.15 0.20 0.20 0.14 0.12 0.12 0.21 0.19 0.18 0.18 0.17 0.13 0.17 0.04 2.93 3.62 3.96 4.11 4.26 4.30 4.24 4.39 4.23 4.29 4.06 4.04 3.77 3.48 3.39 3.21 2.96 1.56 1.24 1.10 1.18 1.05 0.91 0.80 0.74 0.69 0.59 0.58 0.74 0.53 0.48 - 0.50 1.00 1.50 2.00 2.50 3.00 3.50 4.00 4.50 5.00 PPB Peers * CNB Acquisition 2/11/11 PDNB Acquisition 4/27/12 * California peer group consists of all insured California institutions, from SNL Financial.

11 CRE to Capital Concentration Our growth across our key businesses has diversified our loan portfolio allowing us to decrease our CRE concentration Held steady CRE as a Percent of Total Capital 627% 499% 415% 372% 310% 349% 316% 336% 362% 352% 365% 376% 0% 100% 200% 300% 400% 500% 600% 700% 2008 2009 2010 2011 2012 2013 2014 2015 1Q'16 2Q'16 3Q'16 4Q'16

12 Strong Loan Yields - Declining Cost of Deposits Core Loan Yields Cost of Deposits $ in millions 0.33% 0.36% 0.32% 0.31% 0.28% 0.28% 0.27% 0.25% 0.30% 0.35% 0.40% 0.45% 0.50% $0 $500 $1,000 $1,500 $2,000 $2,500 $3,000 2013 2014 2015 1Q'16 2Q'16 3Q'16 4Q'16 Total Deposits Cost of Deposits Our specialty businesses have optimized our NIM through diversification and disciplined pricing as well as accelerating organic loan and deposit growth 5.26% 5.15% 5.10% 5.21% 5.01% 4.96% 4.97% 4.50% 4.75% 5.00% 5.25% 5.50% $0 $500 $1,000 $1,500 $2,000 $2,500 $3,000 2013 2014 2015 1Q'16 2Q'16 3Q'16 4Q'16 Loans Core Loan Yield Note: Core loan yields exclude accretion, prepayments and other one-time items.

13 Revenue & Net Interest Margin Annual Operating Revenue Note: Operating revenue = net interest income + noninterest income. *Annualized $67 $87 $121 $156 $168 $180 $186 $0.0 $50.0 $100.0 $150.0 $200.0 2013 2014 2015 1Q'16* 2Q'16* 3Q'16* 4Q'16* Core Net Interest Margin $ in millions And delivered revenue growth of 41% as well as consistent net interest margin of over 4% 3.93% 4.09% 4.06% 4.11% 4.14% 4.22% 4.32% 3.70% 3.80% 3.90% 4.00% 4.10% 4.20% 4.30% 4.40% 2013 2014 2015 1Q'16 2Q'16 3Q'16 4Q'16

14 Noninterest Expense & Efficiency Adjusted Noninterest Expense / Avg. Assets Efficiency Ratio In addition to leveraging technology to drive growth, the Company has continually improved its operational processes to achieve greater operating leverage and economies of scale Note: Efficiency Ratio represents the ratio of noninterest expense less other real estate owned operations, core deposit intangible amortization and merger related expense to the sum of net interest income before provision for loan losses and total noninterest income less gains/(loss) on sale of securities, and other-than-temporary impairment recovery (loss) on investment securities. Adjusted noninterest expense excludes other real estate owned operations, core deposit intangible amortization and merger related costs. *Annualized 2.95% 2.87% 2.58% 2.46% 2.54% 2.74% 2.46% 2.20% 2.30% 2.40% 2.50% 2.60% 2.70% 2.80% 2.90% 3.00% 2013 2014 2015 1Q'16* 2Q'16* 3Q'16* 4Q'16* 64.7% 61.4% 55.9% 52.4% 54.4% 57.0% 50.9% 40.0% 45.0% 50.0% 55.0% 60.0% 65.0% 70.0% 2013 2014 2015 1Q'16 2Q'16 3Q'16 4Q'16

15 Pre-Tax Pre-Provision Income Tangible Book Value $ in thousands $16,440 $32,019 $47,149 $61,664 $73,264 $76,468 $84,980 $0 $10,000 $20,000 $30,000 $40,000 $50,000 $60,000 $70,000 $80,000 $90,000 $100,000 2013 2014 2015 1Q'16 2Q'16* 3Q'16* 4Q'16* $9.08 $10.12 $11.17 $11.46 $11.87 $12.22 $12.51 $7.00 $8.00 $9.00 $10.00 $11.00 $12.00 $13.00 $14.00 2013 2014 2015 1Q'16 2Q'16 3Q'16 4Q'16 Strong operating income has consistently resulted in shareholder value creation Net Income and Tangible Book Value Note: All dollars in thousands, except per share data Note: Tangible book values are based on basic shares outstanding *Annualized

16 Capital Resources (1) Please refer to non-GAAP reconciliation As of December 31, 2016 Well-Capitalized Requirement Pacific Premier Bancorp, Inc. Pacific Premier Bank Regulatory Capital Ratios: Tier 1 Leverage Capital Ratio 5.00% 9.77% 10.94% Common Equity Tier 1 Risk-based Capital Ratio 6.50% 10.15% 11.69% Tier 1 Risk-Based Capital Ratio 8.00% 10.43% 11.69% Total Risk Based Capital Ratio 10.00% 12.75% 12.32% Tangible Common Equity Ratio (1) 8.85% 10.22% The consolidated Company and the Bank both remain well capitalized with strong earnings capacity to sustain growth strategy and well-capitalized levels

17 Superior Market Performance (PPBI) Source: SNL Financial, market information as of 12/31/2016 Since December 2014, PPBI’s stock price has significantly outperformed its publicly traded bank peers (SNL Bank Index / NASDAQ Bank Index) PPBI +126% NASDAQ Bank SNL Bank +28% +51% -40.0% -20.0% 0.0% 20.0% 40.0% 60.0% 80.0% 100.0% 120.0% 140.0% Dec-14 Feb-15 Apr-15 Jun-15 Aug-15 Oct-15 Dec-15 Feb-16 Apr-16 Jun-16 Aug-16 Oct-16 Dec-16 PPBI SNL Bank NASDAQ Bank

18 Strategically Focused – Financially Motivated PPBI’s management team operates the bank with the understanding we are growing toward $10.0 billion • Our business model is always evolving, transforming and improving • Continue to build a quality banking franchise and leverage core competencies • Investments in and the strengthening of the entire team is an on-going process Continue to Evolve and Strive for Superior Performance Operational Integrity Leads to Strong Internal Controls and Risk Management PPBI’s operating environment and culture have been built over the years to be scalable • Sales culture maturation combined with traditional Relationship Managers and the leveraging of technology • Disciplined credit underwriting culture remains a fundamental underpinning • BSA/AML – automated Rule Based Risk Rating and statistical analytics covering entire client base • CRA – enhanced program to exceed community group requirements and large bank exam standards Keen Focus on Creating Maximum Shareholder Value Management consistently communicates and executes on its strategic plan • Our Board regularly evaluates capital management, strategic direction and the alternatives to maximize shareholder value • Focused on increasing earnings and building TBV through growth strategies and improving efficiencies • Our goal is to create a fundamentally sound franchise with strong earnings and risk management

19 Transaction Highlights  Market extension into California’s Central Coast  HEOP assets of $2.0 billion which increases PPBI’s pro forma assets to approximately $6.0 billion  HEOP’s relationship banking model complements PPBI’s strong growth strategy  Loan/deposit ratio of 82.3% for HEOP and 103.1% for PPBI as of 12/31/16  High quality core deposit franchise – additive to PPBI’s funding base  Non-interest bearing deposits of 34.1%  Cost of deposits of 0.22% in Q3 2016  Financially compelling economics for PPBI shareholders  Immediately accretive to EPS(1)  Immediately accretive to tangible book value per share  Tangible book value payback period of 0 years Source: SNL Financial, PPBI and HEOP information as of 9/30/2016 (1) Based on mean EPS estimates for 2017 and 2018 per SNL FactSet research for HEOP and PPBI. EPS accretion excludes merger related expenses PPBI Branch HEOP Branch HEOP Loan Production Office Pro Forma Branch Footprint Rationale and Highlights Company Snapshot - Heritage Oaks Bancorp Exchange / Ticker NASDAQ: HEOP Company Headquarters Paso Robles, CA Year Established 1983 Balance Sheet Total Assets ($MM) 1,988$ Gross Loans, Excluding HFS ($MM) 1,342$ Total Deposits ($MM) 1,631$ Loan / Deposit Ratio 82.2% Performance Return on Average Assets (Q3 2016) 0.85% Net Interest Margin (Q3 2016) 3.50% Non-Performing Assets / Total Assets 0.25% Delinquent Loans / Gross Loans 0.00% Loan Loss Reserves / Gross Loans 1.31%

20 Transaction Assumptions and Pro Forma Impact Consideration  Fixed exchange ratio of 0.3471 for HEOP shareholders – 100% stock consideration, no caps or collars  PPBI issues 11,890,720 shares of common stock  Pro forma ownership of 69.9% for PPBI and 30.1% for HEOP  Transaction value of $405.6 million, or $11.68 per share(1) Valuation Multiples  Price / tangible book value per share of 214.2%  Price / earnings of 20.1x for 2017E EPS(2)  Premium to HEOP’s closing price of 7.5% Pro Forma Impact to PPBI  Immediately accretive to EPS in 2017 and 5.2% accretive in 2018(2), first full year with 100% cost savings phased-in  Immediately accretive to tangible book value per share and tangible book value payback period of 0 years  Mid-teen internal rate of return Board of Directors  3 HEOP directors will join the PPBI Board of Directors at closing which will consist of 10 individuals  HEOP directors joining PPBI will include Simone Lagomarsino, President & CEO of HEOP and 2 other in-market directors Other Assumptions  Closing expected in early Q2 2017  Estimated cost savings of approximately 26.5% of HEOP’s non-interest expense (phased-in 60% in 2017, 100% in 2018)  No revenue synergies assumed for modeling purposes  Fair value mark of –1.60% of gross loans, or $21.5 million  Pre-tax one-time merger related expenses of approximately $21.9 million Capital Ratios  Pro forma TCE ratio of 8.8%, leverage ratio 9.3% and total risk based capital ratio 12.5% (1) Based on PPBI price of $33.65 as of 12/12/2016 (2) Based on mean EPS estimates for 2017 and 2018 per SNL FactSet research for HEOP and PPBI. EPS accretion excludes merger related expenses

21 Constr., Land & Development 8.1% 1-4 Family 3.3% Multi-Family 22.3% Owner Occupied CRE 14.9% Non-Owner Occupied CRE 17.0% Commercial & Industrial 17.4% Franchise 13.9% SBA 3.0% Consumer and Other 0.2% Pro Forma Loans & Deposits Pro Forma(1) PPBI PPBI Pro Forma(1) Diversified Loan Portfolio $3.1B Deposits 0.28% Cost of Deposits $4.7B Deposits 0.26% Cost of Deposits $3.1B Loans 5.37% Yield on Loans $4.4B Loans 5.12% Yield on Loans Source: SNL Financial, PPBI and HEOP information for the quarter ended 9/30/2016 (1) Pro forma does not include purchase accounting or merger related adjustments Noninterest- Bearing Demand 37.9% Interest-Bearing Demand 5.6% MMDA and Savings 37.8%Time Deposits 18.7% Noninterest- Bearing Demand 36.9% Interest-Bearing Demand 6.5% MMDA and Savings 39.3% Time Deposits 17.3% Constr., Land & Development 6.2% 1-4 Family 7.2% Multi-Family 17.4% Owner Occupied CRE 15.3% Non-Owner Occupied CRE 21.3% Commercial & Industrial 16.3% Farm & Agricultural 4.2% Franchise 9.7% SBA 2.1% Consumer and Other 0.2% Strong Core Deposit Base  HEOP’s low-cost core deposit base is an excellent fit with PPBI’s asset origination strength

22 Scarcity Value in Southern California • Significant scarcity value for quality and sizeable banking franchises in Southern California • PPBI is 7th largest bank headquartered in Southern California • Includes all banks and thrifts headquartered in Southern California (Orange, Los Angeles, San Bernardino, Riverside, and San Diego counties). Sorted by total assets, excludes pending merger targets and ethnic-focused banks Largest 25 Banks Headquartered in Southern California Rank Company name Exchange City Total Assets ($000s) 1 PacWest Bancorp NASDAQ Beverly Hi l l s 21,869,767$ 2 Banc of Ca l i fornia , Inc. NYSE Irvine 11,029,853$ 4 BofI Holding, Inc. NASDAQ San Diego 8,167,876$ 3 CVB Financia l Corp. NASDAQ Ontario 8,073,707$ 5 Opus Bank NASDAQ Irvine 7,882,563$ 6 F & M Bank of Long Beach OTCQB Long Beach 6,729,058$ 7 Pacific Premier Bancorp, Inc.* NASDAQ Irvine 6,065,273$ 9 Firs t Foundation Inc. NASDAQ Irvine 3,593,668$ 8 Community Bank OTC Pink Pasadena 3,587,055$ 10 Grandpoint Capi ta l , Inc. OTC Pink Los Angeles 3,297,392$ 11 CU Bancorp NASDAQ Los Angeles 2,994,760$ 12 Manufacturers Bank - Los Angeles 2,613,381$ 13 American Bus iness Bank OTC Pink Los Angeles 1,853,711$ 14 Monteci to Bancorp - Santa Barbara 1,337,836$ 16 Plaza Bank - Irvine 1,221,171$ 15 Provident Financia l Holdings , Inc. NASDAQ Rivers ide 1,192,155$ 17 Paci fic Mercanti le Bancorp NASDAQ Costa Mesa 1,140,688$ 18 Sunwest Bank - Irvine 999,823$ 19 Malaga Financia l Corporation OTC Pink Palos Verdes Estates 981,000$ 20 Si lvergate Bank - La Jol la 978,086$ 21 Cal i fornia Fi rs t National Bancorp NASDAQ Irvine 880,344$ 22 Commercia l Bank of Ca l i fornia - Irvine 810,695$ 24 Community West Bancshares NASDAQ Goleta 710,572$ 23 Bank of Hemet - Rivers ide 637,238$ 25 Commerce West Bank OTC Pink Irvine 616,672$ Source: SNL Financial for most recent period-end *Total assets includes impact from PPBI’s pending acquisition of HEOP Note: All dollars in thousands

23 • Continue to drive economies of scale and operating leverage • Positioned to deliver continued growth and strong profitability • Ability to integrate business lines that generate higher risk adjusted returns • Proven track record of executing on acquisitions and organic growth • Well positioned to evaluate attractive acquisition opportunities • Create scarcity value among banks in Southern California PPBI Outlook Building Long-term Franchise Value

24 Appendix material PPBI Supplemental Information

25 Consolidated Financial Highlights (1) Represents the ratio of noninterest expense less OREO operations, core deposit intangible amortization and merger related expense to the sum of net interest income before provision for loan losses and total noninterest income less gains/(loss) on sale of securities. (2) Nonperforming assets excludes nonperforming investment securities. (3) Classified assets includes substandard loans, doubtful, substandard investment securities, and OREO. * Please refer to non-GAAP reconciliation Note: All dollars in thousands, except per share data December 31, March 31, June 30, September 30, December 31, 2015 2016 2016 2016 2016 Summary Balance Sheet Total Assets $2,789,599 $3,562,068 $3,597,666 $3,754,831 $4,040,383 Loans Held for Investment 2,254,315 2,851,432 2,920,619 3,090,839 3,241,613 Total Deposits 2,195,123 2,906,264 2,931,001 3,059,752 3,145,485 Gross Loans / Deposits 103% 98% 100% 101% 103% Summary Income Statement Total Revenue $33,054 $39,049 $42,011 $44,977 $46,622 Total Non-Interest Expense 18,539 23,633 23,695 25,860 25,377 Provision for Loan Losses 1,700 1,120 1,589 4,013 2,054 Net Income 8,065 8,554 10,369 9,227 11,953 Diluted EPS $0.37 $0.33 $0.37 $0.33 $0.43 Performance Ratios Return on Average Assets 1.18% 1.04% 1.17% 1.00% 1.24% Return on Average Tangible Common Equity 14.09% 12.02% 13.48% 11.52% 14.42% Return on Adjusted Average Tangible Common Equity 14.92% 14.91% 13.86% 11.52% 14.42% Efficiency Ratio 53.8% 52.4% 54.4% 57.0% 50.9% Net Interest Margin 4.40% 4.43% 4.48% 4.41% 4.59% Asset Quality Delinquent Loans to Loans Held for Investment 0.12% 0.12% 0.19% 0.18% 0.03% Allowance for Loan Losses to Loans Held for Investment 0.77% 0.65% 0.65% 0.71% 0.66% Nonperforming Assets to Total Assets 0.18% 0.17% 0.13% 0.17% 0.04% Net Loan Charge-offs to Average Total Loans 0.02% 0.00% 0.04% 0.04% 0.08% Allowance for Loan Losses as a % of Nonperforming 436% 383% 467% 381% 1868% Classified Assets to Total Risk-Based Capital 6.29% 6.17% 6.07% 5.05% 3.00% Capital Ratios Tangible Common Equity/ Tangible Assets * 8.82% 9.16% 9.42% 9.28% 8.85% Tangible Book Value Per Share * $11.17 $11.46 $11.87 $12.22 $12.51 Common Equity Tier 1 Risk-based Capital Ratio 9.91% 10.43% 10.58% 10.42% 10.15% Tier 1 Risk-based Ratio 10.28% 10.75% 10.90% 10.72% 10.43% Risk-based Capital Ratio 13.43% 13.32% 13.45% 13.21% 12.75% `

26 Non-GAAP Financial Measures Tangible common equity to tangible assets (the "tangible common equity ratio") and tangible book value per share are a non-GAAP financial measures derived from GAAP-based amounts. We calculate the tangible common equity ratio by excluding the balance of intangible assets from common stockholders' equity and dividing by tangible assets. We calculate tangible book value per share by dividing tangible common equity by common shares outstanding, as compared to book value per common share, which we calculate by dividing common stockholders’ equity by common shares outstanding. We believe that this information is consistent with the treatment by bank regulatory agencies, which exclude intangible assets from the calculation of risk-based capital ratios. Accordingly, we believe that these non-GAAP financial measures provide information that is important to investors and that is useful in understanding our capital position and ratios. However, these non-GAAP financial measures are supplemental and are not a substitute for an analysis based on GAAP measures. As other companies may use different calculations for these measures, this presentation may not be comparable to other similarly titled measures reported by other companies. A reconciliation of the non-GAAP measure of tangible common equity ratio to the GAAP measure of common equity ratio and tangible book value per share to the GAAP measure of book value per share are set forth below. Note: All dollars in thousands, except per share data December 31, March 31, June 30, September 30, December 31, 2015 2016 2016 2016 2016 Total stockholders' equity $ 298,980 $ 428,894 $ 440,630 $ 449,965 $ 459,317 Less: Intangible assets (58,002) (113,084) (112,439) (111,915) (111,670) Tangible common equity $ 240,978 $ 315,810 $ 328,191 $ 338,050 $ 347,647 Total assets $ 2,789,599 $ 3,562,068 $ 3,597,666 $ 3,754,831 $ 4,040,383 Less: Intangible assets (58,002) (113,084) (112,439) (111,915) (111,670) Tangible assets $ 2,731,597 $ 3,448,984 $ 3,485,227 $ 3,642,916 $ 3,928,713 Common Equity ratio 10.72% 12.04% 12.25% 11.98% 11.37% Less: Intangibility equity ratio (1.90%) (2.88%) (2.83%) (2.70%) (2.52%) Tangible common equity ratio 8.82% 9.16% 9.42% 9.28% 8.85% Basic shares outstanding 21,570,746 27,537,233 27,650,533 27,656,533 27,798,283 Book value per share $ 13.86 $ 15.58 $ 15.94 $ 16.27 $ 16.52 Less: Intangible book value per share (2.69) (4.11) (4.07) (4.05) (4.01) Tangible book value per share $ 11.17 $ 11.47 $ 11.87 $ 12.22 $ 12.51