Keefe, Bruyette & Woods, Inc. was the financial advisor to Heritage in the transaction. Buchalter, a professional corporation, Los Angeles, California, was legal counsel to Heritage. Sandler O’Neill + Partners, L.P. acted as financial advisor to United American. Sheppard Mullin Richter & Hampton LLP, San Francisco, California was legal counsel to United American. Barack Ferrazzano Kirschbaum & Nagelberg LLP, Chicago, Illinois was legal counsel to ATBancorp.
Heritage Commerce Corp (NASDAQ:HTBK) has completed its previously announced merger of its wholly-owned bank subsidiary Heritage Bank of Commerce with United American Bank effective as of the close of business on May 4, 2018. United American was a full-service commercial bank located in San Mateo County with three full-service branches located in San Mateo, Redwood City and Half Moon Bay, California. The bank serviced businesses, professionals and individuals. As of March 31, 2018, United American had $319.7 million in assets, $286.6 million in deposits, and $218.3 million in net loans.
Under the terms of the merger, United American shareholders received a fixed exchange ratio of 2.1644 shares of Heritage common stock in exchange for each share of United American common stock and each common stock equivalent underlying the United American Series D Preferred Stock and Series E Preferred Stock. As a result of the merger, Heritage issued 2,826,130 shares of Heritage common stock to the former holders of United American common and Series D Preferred Stock and Series E Preferred Stock, constituting approximately 6.6% of the outstanding shares of Heritage common stock immediately after the merger. Also under terms of the merger, shareholders of the United American Series A Preferred Stock and the Series B Preferred Stock received $1,000 cash for each share.
ATBancorp, a bank holding company headquartered in Dubuque, Iowa owned approximately 83% of United American’s common stock and all of its preferred stock prior to the closing. ATBancorp owns approximately 5.4% of the issued and outstanding Heritage common stock following the merger with United American.
Barack Ferrazzano’s team included John E. Freechack (Picture), Robert M. Fleetwood and Abdul R. Mitha.
Law Firms: Barack Ferrazzano;
Clients: ATBancorp, Inc.;