Heritage Commerce Corp’s merger with United American Bank


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.

Involved fees earner: Robert Fleetwood – Barack Ferrazzano; John Freechack – Barack Ferrazzano; Abdul Mitha – Barack Ferrazzano;

Law Firms: Barack Ferrazzano;

Clients: ATBancorp, Inc.;

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Author: Ambrogio Visconti