Item 9.01. Financial Statements and Exhibits.
Exhibit 99.1. Copy of transcript
from January 31, 2017 fiscal fourth quarter earnings results conference call
This Form 8-K and the transcript 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 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, 2015, filed by the
Company with the U.S. Securities and Exchange Commission on March 4, 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 report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: February 3, 2017
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Heritage Oaks Bancorp
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By:
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/s/Jason Castle
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Jason Castle
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Executive Vice President, Chief Financial Officer
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