8-K

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)		March 28, 2017 (March 27, 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):
[ ] 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 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

Pursuant to the terms of that certain Agreement and Plan of Reorganization, dated as of December 12, 2016 (the “Merger Agreement”), by and between Pacific Premier Bancorp, Inc., a Delaware corporation (the “Company”), and Heritage Oaks Bancorp, a California corporation (“HEOP”), HEOP will be merged with and into the Company, with the Company as the surviving corporation (the “Corporate Merger”), promptly followed by the merger of HEOP’s wholly-owned bank subsidiary, Heritage Oaks Bank (“Heritage Oaks Bank”), with and into Pacific Premier Bank, the wholly-owned bank subsidiary of the Company (“Pacific Premier”), with Pacific Premier as the surviving bank (the “Bank Merger” and, together with the Corporate Merger, the “Proposed Transaction”). Subject to customary closing conditions, the Proposed Transaction is expected to be consummated effective as of April 1, 2017.

The Merger Agreement requires the Company to take all action necessary to appoint or elect, effective as of the effective time of the Proposed Transaction, three individuals as directors of the Company and Pacific Premier, one of whom is required to be Simone Lagomarsino, the President and Chief Executive Officer of HEOP and Heritage Oaks Bank. In addition, Michael Morris and Michael Pfau, the Chairman and Vice Chairman, respectively, of the Boards of Directors of HEOP and Heritage Oaks Bank, have been proposed as the other two directors (all three, collectively, the “Director Nominees”). Each such individual Director Nominee is expected to serve until the first annual meeting of stockholders of the Company and Pacific Premier, as the case may be, following the effective time of the Proposed Transaction and until his or her successor is elected and qualified. Because neither the Company nor Pacific Premier is increasing the size of its respective Board of Directors, in order to facilitate the Company’s compliance with the terms of the Merger Agreement, Messrs. Kenneth Boudreau, John Goddard and Michael McKennon (the “Resigning Directors”) notified the Company’s Chairman of the Board on March 27, 2017 of their intent to resign from the Boards of Directors of the Company and Pacific Premier, effective immediately prior to, and conditioned upon, the effectiveness of the Proposed Transaction.

On March 27, 2017, pursuant to the terms of the Merger Agreement and in accordance with the Company’s Amended and Restated Bylaws, the Boards of Directors of the Company and Pacific Premier appointed each of the Director Nominees to fill the vacancies created by the resignations of the Resigning Directors, to serve as directors of the Company and Pacific Premier effective as of the effective time of the Proposed Transaction and until the first annual meeting of stockholders of the Company following the effective time of the Proposed Transaction and until her or his successor is elected and qualified; provided that, in the event the Proposed Transaction is not consummated, the appointments will have no force or effect.

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On March 27, 2017, the Company held a special meeting of stockholders (the “Special Meeting”) to consider and vote upon (i) a proposal to approve the issuance of shares of the Company’s common stock to the stockholders of HEOP pursuant to the Merger Agreement, and (ii) a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the Special Meeting to approve the issuance of shares of the Company’s common stock in connection with the Proposed Transaction. As described below, there were sufficient shares of the Company’s common stock present in person or by proxy and voted at the Special Meeting in favor of the first proposal, and as a result, the adjournment proposal was not considered or voted upon at the Special Meeting The following are the voting results of the Special Meeting.

On the record date for the Special Meeting, there were 27,929,578 shares of the Company’s common stock issued, outstanding and entitled to vote. Stockholders holding 23,291,546 shares of Company common stock were present at the Special Meeting, in person or represented by proxy.

1. Approval of the Issuance of Shares of the Company’s Common Stock.*

For	Against	Abstain	Broker Non-Votes
23,260,571	10,611	20,364	0

*The affirmative vote of holders of at least the majority of the shares for which votes were cast at the Special Meeting was required to approve this proposal. Abstentions and broker non-votes were not counted as votes cast and, therefore, did not affect this proposal.

ITEM 7.01. REGULATION FD DISCLOSURE.

On March 28, 2017, the Company issued a press release announcing that, at the Special Meeting, its stockholders had approved the issuance of shares of the Company’s common stock to the stockholders of HEOP pursuant to the Merger Agreement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed filed for the purposes of the Securities Exchange Act of 1934, as amended, nor shall such information and Exhibit 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 9.01FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibit

99.1 Press Release dated March 28, 2017.

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:	March 28, 2017	By:	/s/ STEVEN R. GARDNER
	Steven R. Gardner
	Chairman, President and Chief Executive Officer

EX-99.1

Exhibit 99.1

Pacific Premier Bancorp Announces Receipt of Stockholder Approval and Anticipated Closing Date

for Acquisition of Heritage Oaks Bancorp

Irvine, Calif., March 28, 2017 -- Pacific Premier Bancorp, Inc. (NASDAQ: PPBI) (the “Company”), the holding company of Pacific Premier Bank (“Pacific Premier”), announced today that the Company received stockholder approval of the issuance of shares of its common stock in the proposed merger with Heritage Oaks Bancorp (“HEOP”) at a special meeting of the Company's stockholders held on March 27, 2017. The Company previously announced that it had received all required bank regulatory approvals necessary for the consummation of the merger of HEOP with and into the Company, with the Company as the surviving institution, and the merger of Heritage Oaks Bank, HEOP’s wholly-owned subsidiary, with and into Pacific Premier, with Pacific Premier as the surviving institution, from the Board of Governors of the Federal Reserve System and the California Department of Business Oversight. Subject to customary closing conditions, the transaction currently is expected to be consummated effective as of April 1, 2017.

Steven R. Gardner, Chairman, President and Chief Executive Officer of Pacific Premier Bancorp, commented, “We are pleased to have received the approval of our stockholders for the issuance of shares of our common stock to Heritage Oaks’ stockholders in connection with our acquisition of Heritage Oaks. We believe that these voting results are an affirmation of our belief that the combination of Pacific Premier and Heritage Oaks will create one of the most attractive commercial banks in California with significant opportunities to enhance the banking experience for our customers and drive increased value for our shareholders.”

About Pacific Premier Bancorp, Inc.

Pacific Premier Bancorp, Inc. 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 (2), Palm Springs, Redlands, Riverside, San Bernardino (2), and San Diego.

Forward-Looking Comments

The statements contained herein 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 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 we conduct 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 2016 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.

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Contact:

Pacific Premier Bancorp, Inc.

Steven R. Gardner

Chairman, President and CEO

949-864-8000

Ronald J. Nicolas, Jr.

Senior Executive Vice President & CFO

949-864-8000