Heritage Oaks Bancorp
1222 Vine Street
Paso Robles, California 93446
January 8, 2014
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F. St., N.E.
Washington, D.C. 20549
Re: Heritage Oaks Bancorp
Registration Statement on Form S-4
Filed November 20, 2013
File No. 333-192421
Dear Sir or Madam:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Heritage Oaks Bancorp (the “Company”) hereby requests that the effective date of the above-referenced Registration Statement on Form S-4, as amended, be accelerated so that the Registration Statement may become effective on January 10, 2014, at 1:00 p.m. (Washington, D.C. time), or as soon thereafter as may be practicable.
The Company acknowledges that:
· should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
· the action of the Commission or the staff, acting pursuant to delegated authority in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
· the Company may not assert staff comments and the declaration of the effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
The Company confirms that it is aware of its responsibilities under the Securities Act and the Securities Exchange Act of 1934, as amended, as they relate to the proposed offering of the securities specified in the above-referenced Registration Statement.
We request that we be notified of such effectiveness by a telephone call to Jordan Hamburger of Manatt, Phelps & Phillips, LLP at (310) 312-4331.
| Sincerely, | |
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| HERITAGE OAKS BANCORP | |
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| /s/ WILLIAM RAVER | |
| By: | William Raver |
| Title: | General Counsel |
cc: Jordan Hamburger
