January 8, 2014
VIA FACSIMILE AND EDGAR
United States Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549-3561
Attn: Mark Webb, Legal Branch Chief
Re: Heritage Oaks Bancorp
Registration Statement on Form S-4
Filed November 20, 2013
File No. 333-192421
Ladies and Gentlemen:
Set forth below are the responses of Heritage Oaks Bancorp, a California corporation (the “Company”), to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) provided orally to the Company on January 6, 2014 with respect to the Registration Statement on Form S-4 filed on November 20, 2013 (the “Registration Statement”).
For your convenience, we have set forth below each Staff comment followed by the Company’s response to such comment. Capitalized terms used but not otherwise defined in this letter have the meanings ascribed to such terms in the Registration Statement.
1. On pages 71 and 72 of the Registration Statement, the Staff notes two tables that compare the Company’s proposed merger with the mean and median of the precedential transactions that Sandler O’Neill used in connection with delivering its fairness opinion. If material, revise the tables to include columns for the high and low in order to show the range of precedential transactions.
The Company does not believe that the high and low data points are material. Please also see the Company’s response to the Staff’s second oral comment below.
2. For every Sandler O’Neill line item analysis that does not appear to support the Board of Directors of Heritage Oaks’ recommendation, if any, please revise to disclose that the Board of Directors of Heritage Oaks noted such line item analysis and explain why, despite such analysis, the Board of Directors of Heritage Oaks recommended the proposed merger.
There are no such line item analyses that do not support the Board of Directors of Heritage Oaks’ recommendation.
The Company thanks the Staff for its attention to the Company’s filing and we look forward to hearing from you regarding our responses above. If you have any questions with respect to the foregoing, please do not hesitate to call me at (805) 369-5290 or Jordan Hamburger of Manatt, Phelps & Phillips, LLP at (310) 312-4331.
| Sincerely, |
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| /s/ WILLIAM RAVER |
| William Raver |
| General Counsel |
cc: Jordan Hamburger
