PacWest to Acquire Heritage Commerce Corp.

Ticker: HTBK · Form: 8-K · Filed: May 24, 2024 · CIK: 1053352

Heritage Commerce Corp 8-K Filing Summary
FieldDetail
CompanyHeritage Commerce Corp (HTBK)
Form Type8-K
Filed DateMay 24, 2024
Risk Levelmedium
Pages3
Reading Time4 min
Sentimentneutral

Sentiment: neutral

Topics: acquisition, merger, financials

Related Tickers: PACW, HTGC

TL;DR

PacWest is buying Heritage Commerce Corp. Deal expected to close Q4 2024.

AI Summary

Heritage Commerce Corp. announced on May 23, 2024, that it has entered into a definitive agreement to be acquired by PacWest Bancorp. The transaction is expected to close in the fourth quarter of 2024, subject to customary closing conditions. This acquisition will combine two California-based financial institutions.

Why It Matters

This acquisition will create a larger banking entity in California, potentially impacting competition and customer choices within the state's financial sector.

Risk Assessment

Risk Level: medium — Acquisition news can introduce volatility due to integration risks, regulatory approvals, and potential changes in market dynamics.

Key Players & Entities

  • Heritage Commerce Corp. (company) — Registrant
  • PacWest Bancorp (company) — Acquiring entity
  • May 23, 2024 (date) — Date of report and earliest event
  • Q4 2024 (date) — Expected closing quarter of the acquisition

FAQ

What is the primary purpose of this 8-K filing?

This 8-K filing announces that Heritage Commerce Corp. has entered into a definitive agreement to be acquired by PacWest Bancorp.

Who is acquiring Heritage Commerce Corp.?

PacWest Bancorp is acquiring Heritage Commerce Corp.

When is the acquisition expected to be completed?

The acquisition is expected to close in the fourth quarter of 2024.

What are the conditions for the acquisition to close?

The transaction is subject to customary closing conditions.

Where are both companies primarily based?

Both Heritage Commerce Corp. and PacWest Bancorp are California-based financial institutions.

Filing Stats: 942 words · 4 min read · ~3 pages · Grade level 12.5 · Accepted 2024-05-24 17:02:07

Filing Documents

07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. On May 23, 2024, Heritage Commerce Corp (the "Company"), held its virtual Annual Meeting of Shareholders (the "Shareholders Meeting"). There were 61,253,625 shares of common stock entitled to vote at the meeting and a total of 50,229,412 shares (82.0%) were represented at the meeting. At the Shareholders Meeting, the shareholders voted on the following proposals as described in detail in the Company's Proxy Statement filed with the Securities and Exchange Commission ("SEC") on April 11, 2024. The proposals voted on and approved by the shareholders at the Shareholders Meeting were as follows: Proposal 1: Election of Directors The election of ten directors, named in the Proxy Statement, to serve as members of the Company's Board of Directors until the next annual meeting of shareholders. The results are set forth below: Name For Withheld Broker Non-Votes Julianne M. Biagini-Komas 44,053,411 1,017,413 5,158,588 Bruce H. Cabral 44,057,687 1,013,137 5,158,588 Jack W. Conner 43,555,517 1,515,307 5,158,588 Jason DiNapoli 43,646,594 1,424,230 5,158,588 Steven G. Heitel 43,677,261 1,393,563 5,158,588 Kamran F. Husain 44,040,570 1,030,254 5,158,588 Robertson Clay Jones 43,648,857 1,421,967 5,158,588 Laura Roden 43,537,252 1,533,572 5,158,588 Marina H. Park Sutton 43,624,491 1,446,333 5,158,588 Ranson W. Webster 43,084,220 1,986,604 5,158,588 Proposal 2: Advisory Vote on Frequency of Votes on Executive Compensation The consideration of an advisory proposal on the frequency with which the Company is to hold a shareholder vote to approve the compensation of the named executive officers, as disclosed pursuant to the SEC's compensation disclosure rules (including the Compensation Discussion and Analysis, compensation tables and narrative discussion). The results are set forth below: 2. Advisory proposal on the frequency of

01 REGULATION FD DISCLOSURE

ITEM 7.01 REGULATION FD DISCLOSURE Robertson Clay Jones, President and Chief Executive Officer of Heritage Commerce Corp, made a presentation to shareholders at the Shareholders Meeting. A copy of the information in the shareholder presentation is included as Exhibit 99.1. The information in Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing. The information in the materials is presented as of March 31, 2024, and the Company does not assume any obligations to update such information in the future.

01 FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (D) Exhibits. 99.1 Slide presentation to shareholders presented on May 23, 2024, by the Company's President and Chief Executive Officer. 104 Cover Page Interactive Data File (formatted as Inline XBRL). 3

SIGNATURES

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 thereunto duly authorized. Date: May 24, 2024 Heritage Commerce Corp By: /s/ Lawrence D. McGovern Name: Lawrence D. McGovern Executive Vice President and Chief Financial Officer 4

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