UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): January 31, 2019 (January 31, 2019)

 

 

OCEANFIRST FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-11713   22-3412577

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File No.)

 

(IRS Employer

Identification No.)

110 West Front Street, Red Bank, New Jersey 07701

(Address of principal executive offices, including zip code)

(732) 240-4500

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 140.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

Item 8.01.

Other Events

On January 31, 2019, OceanFirst Financial Corp., a Delaware corporation (“OceanFirst”), issued a press release announcing the completion of its previously announced acquisition of Capital Bank of New Jersey, a New Jersey chartered commercial bank (“Capital Bank”), pursuant to that certain Agreement and Plan of Merger, dated as of October 25, 2018 (the “Merger Agreement”), by and among OceanFirst, OceanFirst Bank, National Association, a wholly-owned subsidiary of OceanFirst (“OceanFirst Bank”), and Capital Bank. In accordance with the terms of the Merger Agreement, on January 31, 2019, Capital Bank merged with and into OceanFirst Bank (the “Merger”), with OceanFirst Bank as the surviving bank in the Merger. At the effective time of the Merger, the former Capital Bank stockholders (other than holders, if any, who have properly exercised dissenters’ rights) became entitled to receive 1.25 shares of OceanFirst common stock, together with cash in lieu of fractional shares, for each outstanding share of Capital Bank common stock.

The foregoing description of the Merger Agreement and the Merger does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was attached as Exhibit 2.1 to OceanFirst’s Current Report on Form 8-K filed on October 26, 2018 and is incorporated into this Item 8.01 by reference.

 

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits. The following exhibits are filed with this Current Report on Form 8-K:

 

Exhibit
Number

   Description
2.1    Agreement and Plan of Merger, dated as of October 25, 2018, by and among OceanFirst Financial Corp., OceanFirst Bank, National Association, and Capital Bank of New Jersey (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K, filed by OceanFirst Financial Corp. on October 26, 2018) †
99.1    Press Release of OceanFirst

 

†

Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. OceanFirst Financial Corp. hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the U.S. Securities and Exchange Commission.

EXHIBIT INDEX

 

Exhibit
Number

   Description
2.1    Agreement and Plan of Merger, dated as of October  25, 2018, by and among OceanFirst Financial Corp., OceanFirst Bank, National Association, and Capital Bank of New Jersey (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K, filed by OceanFirst Financial Corp. on October 26, 2018) †
99.1    Press Release of OceanFirst

 

†

Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. OceanFirst Financial Corp. hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the U.S. Securities and Exchange Commission.

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.

Dated: January 31, 2019

 

OCEANFIRST FINANCIAL CORP.
  /s/ Michael J. Fitzpatrick
Name:   Michael J. Fitzpatrick
Title:   Executive Vice President & Chief Financial Officer

Exhibit 99.1

 

LOGO

FOR IMMEDIATE RELEASE

Company Contact:

Jill Hewitt, Investor Relations Officer

OceanFirst Financial Corp.

(732)240-4500, ext. 7513

Email: jhewitt@oceanfirst.com

OCEANFIRST FINANCIAL CORP.

Completes Acquisition of Capital Bank of New Jersey

RED BANK, NEW JERSEY, January  31, 2019 … OceanFirst Financial Corp. (“OceanFirst”) (NASDAQ:“OCFC”) , today announced the closing of its acquisition of Capital Bank of New Jersey (“Capital Bank”). OceanFirst is the holding company for OceanFirst Bank N.A. (“OceanFirst Bank”).

As a result of the acquisition, Capital Bank will operate as a division of OceanFirst Bank until the integration of the operating systems is completed, which is expected to occur in the second quarter of 2019. In conjunction with the full integration of the operating systems, Capital Bank will be rebranded as OceanFirst Bank.

OceanFirst is the largest community bank headquartered in central and southern New Jersey with an approximate balance sheet at December 31, 2018 as follows: assets of $7.5 billion, loans of $5.6 billion, and deposits of $5.8 billion. With the addition of Capital Bank, OceanFirst will have assets of approximately $8 billion.

OceanFirst Chairman and Chief Executive Officer, Christopher D. Maher, said, “We are excited to welcome the Capital Bank of New Jersey customers, employees and stockholders to our OceanFirst family.” Mr. Maher added, “The addition of Capital customers enhances the OceanFirst market share in Cumberland County to 34% and in Atlantic County to 24%. We look forward to serving our neighbors in these communities with extraordinary financial products and services.”

Upon completion of the merger, the former stockholders of Capital Bank became entitled to receive 1.25 shares of OCFC common stock for each share of Capital Bank common stock they held plus cash in lieu of any fractional shares of OCFC common stock. The former stockholders of Capital Bank also became eligible to participate in OceanFirst’s previously announced regular quarterly cash dividend of $0.17 per share of OCFC common stock that is payable to OceanFirst stockholders of record as of February 4, 2019.

Based on the $24.05 per share closing price of OCFC common stock on January 30, 2019, the total transaction value was approximately $76.96 million (including options).

OceanFirst Financial Corp. ● 110 West Front Street ● Red Bank, NJ 07701 ● 1.888.623.2633 ● oceanfirst.com ● NASDAQ: OCFC

About OceanFirst Financial Corp .

With the addition of Capital Bank, OceanFirst Financial Corp.’s subsidiary, OceanFirst Bank N.A., founded in 1902, became an $8 billion regional bank operating throughout New Jersey, metropolitan Philadelphia and metropolitan New York City. OceanFirst Bank delivers commercial and residential financing solutions, wealth management and deposit services and is one of the largest and oldest community-based financial institutions headquartered in New Jersey.

Forward-Looking Statements

This press release contains forward-looking statements. These forward-looking statements may include: management plans relating to the merger; any statements of the plans and objectives of management for future operations, products or services, including the execution of integration plans; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend” and other similar words and expressions. Forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time and are beyond our control. Forward-looking statements speak only as of the date they are made. OceanFirst assumes no duty and undertakes no obligation to update forward-looking statements. Because forward-looking statements are subject to assumptions and uncertainties, actual results or future events could differ, possibly materially, from those that OceanFirst anticipated in its forward-looking statements and future results could differ materially from historical performance. Factors that could cause or contribute to such differences include, but are not limited to, those included under Item 1A “Risk Factors” in OceanFirst’s Annual Report on Form 10-K, those included under Item 1A “Risk Factors” in OceanFirst’s most recent Quarterly Report on Form 10-Q, those disclosed in OceanFirst’s other periodic reports filed with the Securities and Exchange Commission, as well as the possibility that expected benefits may not materialize in the timeframe expected or at all, or may be more costly to achieve; that OceanFirst’s business may not perform as expected; that the parties are unable to successfully implement integration strategies; reputational risks and the reaction of the companies’ customers, employees and other constituents to the merger; and diversion of management time on merger-related matters. For any forward-looking statements made in this press release or in any documents, OceanFirst claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.