Acquisitions

The Company accounted for the following transactions under the acquisition method of accounting which requires purchased assets and liabilities assumed to be recorded at their respective fair values at the date of acquisition. The Company determined the fair value of the loans, core deposit intangible, securities and deposits with the assistance of third party valuations.

Heritage Oaks Bancorp Acquisition

The Company completed the acquisition, effective as of April 1, 2017, of Heritage Oaks Bancorp ("HEOP"), the holding company of Heritage Oaks Bank, a Paso Robles, California based state-chartered bank (“Heritage Oaks Bank”) with $2.0 billion in total assets, $1.4 billion in gross loans and $1.7 billion in total deposits at March 31, 2017. Heritage Oaks Bank operates branches within San Luis Obispo and Santa Barbara Counties and a loan production office in Ventura County.

Pursuant to the terms of the merger agreement, each outstanding share of HEOP common stock was converted into the right to receive 0.3471 shares of Company common stock. The value of the total deal consideration was approximately $465 million, which included approximately $3.9 million of aggregate cash consideration payable to holders of Heritage Oaks share-based compensation awards, and the issuance of 11,959,022 shares of the Corporation's common stock, which had a value of $38.55 per share, which was the closing price of the Corporation's common stock on March 31, 2017, the last trading day prior to the consummation of the acquisition.

Goodwill in the amount of $268 million was recognized in the HEOP acquisition. Goodwill represents the future economic benefits arising from net assets acquired that are not individually identified and separately recognized and is attributable to synergies expected to be derived from the combination of the two entities. Goodwill recognized in this transaction is not deductible for income tax purposes.

The following table represents the assets acquired and liabilities assumed of HEOP as of April 1, 2017 and the fair value adjustments and amounts recorded by the Company in 2017 under the acquisition method of accounting:



	HEOP Book Value			Fair Value Adjustments			Fair Value
ASSETS ACQUIRED	(dollars in thousands)
Cash and cash equivalents	$	78,728		$	—		$	78,728
Investment securities	447,520			(4,597		)	442,923
FHLB stock	9,739			—			9,739
Loans, gross	1,387,949			(23,261		)	1,364,688
Allowance for loan losses	(17,200		)	17,200			—
Fixed assets	35,567			(665		)	34,902
Core deposit intangible	—			28,123			28,123
Deferred tax assets	17,850			(7,291		)	10,559
Other assets	45,484			(9		)	45,475
Total assets acquired	$	2,005,637		$	9,500		$	2,015,137
LIABILITIES ASSUMED
Deposits	1,668,079			1,471			1,669,550
Borrowings	141,996			(2,962		)	139,034
Other Liabilities	7,290			771			8,061
Total liabilities assumed	1,817,365			(720		)	1,816,645
Excess of assets acquired over liabilities assumed	$	188,272		$	10,220		198,492
Consideration paid							464,982
Capitalized merger-related expense							1,585
Goodwill recognized							$	268,075

The fair values are preliminary estimates and are subject to adjustment for up to one year after the merger date or when additional information relative to the closing date fair values becomes available and such information is considered final, whichever is earlier.

Security California Bancorp Acquisition

On January 31, 2016, the Company completed its acquisition of Security California Bancorp (“SCAF”) whereby we acquired $714 million in total assets, $456 million in loans and $637 million in total deposits. Under the terms of the merger agreement, each share of SCAF common stock was converted into the right to receive 0.9629 shares of the Corporation’s common stock. The value of the total deal consideration was $120 million, which includes $788,000 of aggregate cash consideration to the holders of SCAF stock options and the issuance of 5,815,051 shares of the Corporation’s common stock, valued at $119 million based on a closing stock price of $20.53 per share on January 29, 2016.

SCAF was the holding company of Security Bank of California, a Riverside, California, based state-chartered bank with six branches located in Riverside County, San Bernardino County and Orange County.

Goodwill in the amount of $51.7 million was recognized in the SCAF acquisition. Goodwill represents the future economic benefits arising from net assets acquired that are not individually identified and separately recognized and is attributable to synergies expected to be derived from the combination of the two entities. Goodwill recognized in this transaction is not deductible for income tax purposes.

The following table represents the assets acquired and liabilities assumed of SCAF as of January 31, 2016 and the fair value adjustments and amounts recorded by the Company in 2016 under the acquisition method of accounting:



	SCAF Book Value			Fair Value Adjustments			Fair Value
ASSETS ACQUIRED	(dollars in thousands)
Cash and cash equivalents	$	40,947		$	—		$	40,947
Interest-bearing deposits with financial institutions	1,972			—			1,972
Investment securities	191,881			(1,627		)	190,254
Loans, gross	467,197			(11,039		)	456,158
Allowance for loan losses	(7,399		)	7,399			—
Fixed assets	5,335			(1,145		)	4,190
Core deposit intangible	493			3,826			4,319
Deferred tax assets	5,618			1,130			6,748
Other assets	10,589			(1,227		)	9,362
Total assets acquired	$	716,633		$	(2,683	)	$	713,950
LIABILITIES ASSUMED
Deposits	$	636,450		$	141		$	636,591
Other Liabilities	9,063			(220		)	8,843
Total liabilities assumed	645,513			(79		)	645,434
Excess of assets acquired over liabilities assumed	$	71,120		$	(2,604	)	68,516
Consideration paid							120,174
Goodwill recognized							$	51,658

The fair values are estimates and are subject to adjustment for up to one year after the merger date or when additional information relative to the closing date fair values becomes available and such information is considered final, whichever is earlier. In the second quarter of 2016, the Company made a $146,000 adjustment to fixed assets and goodwill. As of March 31, 2017, the Company finalized its fair values with this acquisition.

For loans acquired from SCAF and HEOP, the contractual amounts due, expected cash flows to be collected, interest component and fair value as of the respective acquisition dates were as follows:



	Acquired Loans
	SCAF		HEOP
	(dollars in thousands)
Contractual amounts due	$	539,806	$	1,717,230
Cash flows not expected to be collected	2,765		4,442
Expected cash flows	537,041		1,712,788
Interest component of expected cash flows	80,883		348,100
Fair value of acquired loans	$	456,158	$	1,364,688

In accordance with generally accepted accounting principles, there was no carryover of the allowance for loan losses that had been previously recorded by SCAF and HEOP.

The operating results of the Company for the three months ended June 30, 2017, March 31, 2017 and June 30, 2016 and the six months ended June 30, 2017 and June 30, 2016 include the operating results of SCAF and HEOP since its acquisition date. The following table presents the net interest and other income, net income and earnings per share as if the acquisition of SCAF and HEOP were effective as of January 1, 2016. There were no material, nonrecurring adjustments to the pro forma net interest and other income, net income and earnings per share presented below:



	Three Months Ended						Six Months Ended
	June 30,		March 31,		June 30,		June 30,		June 30,
	2017		2017		2016		2017		2016
	(dollars in thousands)
Net interest and other income	$	70,193	$	62,362	$	60,304	$	132,555	$	119,420
Net income	14,176		10,084		14,584		24,260		25,152
Basic earnings per share	0.36		0.26		0.37		0.62		0.64
Diluted earnings per share	0.35		0.25		0.37		0.60		0.63