8-K

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 2, 2020 (January 1, 2020)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	OCFC	NASDAQ

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 2, 2020, OceanFirst Financial Corp., a Delaware corporation (“OceanFirst”), issued a press release announcing the completion of the CYHC Transactions and the Two River Transactions (each as defined below). A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 8.01 by reference.

CYHC

On January 1, 2020, OceanFirst completed its previously announced acquisition of Country Bank Holding Company, Inc., a New York corporation (“CYHC”), pursuant to that certain Agreement and Plan of Merger, dated as of August 9, 2019 (the “CYHC Merger Agreement”), by and among OceanFirst, Midtown Merger Sub Corp., a New York corporation and a wholly-owned subsidiary of OceanFirst (“CYHC Merger Sub”), and CYHC. In accordance with the terms of the CYHC Merger Agreement, effective as of January 1, 2020, (i) CYHC Merger Sub merged with and into CYHC (the “CYHC First-Step Merger”), with CYHC as the surviving corporation in the CYHC First-Step Merger, (ii) immediately following the completion of the CYHC First-Step Merger, CYHC merged with and into OceanFirst (the “CYHC Second-Step Merger” and, together with the CYHC First-Step Merger, the “CYHC Integrated Mergers”), with OceanFirst as the surviving corporation in the CYHC Second-Step Merger and (iii) immediately following the completion of the CYHC Integrated Mergers, Country Bank, a New York chartered non-member bank and a wholly-owned subsidiary of CYHC, merged with and into OceanFirst Bank, National Association, a national banking association and a wholly-owned subsidiary of OceanFirst (“OceanFirst Bank”), with OceanFirst Bank as the surviving bank (the “CYHC Bank Merger” and, together with the CYHC Integrated Mergers, the “CYHC Transactions”). At the effective time of the CYHC First-Step Merger, the former CYHC shareholders (other than holders, if any, who have properly exercised dissenters’ rights) became entitled to receive 2,000 shares of OceanFirst common stock for each outstanding share of CYHC common stock.

The foregoing description of the CYHC Merger Agreement and the CYHC Transactions does not purport to be complete and is qualified in its entirety by reference to the CYHC Merger Agreement, which was attached as Exhibit 2.1 to OceanFirst’s Current Report on Form 8-K filed on August 13, 2019 and is incorporated into this Item 8.01 by reference.

Two River

On January 1, 2020, OceanFirst completed its previously announced acquisition of Two River Bancorp, a New Jersey corporation (“Two River”), pursuant to that certain Agreement and Plan of Merger, dated as of August 9, 2019 (the “Two River Merger Agreement”), by and among OceanFirst, Hammerhead Merger Sub Corp., a wholly-owned subsidiary of OceanFirst (“Two River Merger Sub”), and Two River. In accordance with the terms of the Two River Merger Agreement, effective as of January 1, 2020, (i) Two River Merger Sub merged with and into Two River (the “Two River First-Step Merger”), with Two River as the surviving corporation in the Two River First-Step

Merger, (ii) immediately following the completion of the Two River First-Step Merger, Two River merged with and into OceanFirst (the “Two River Second-Step Merger” and, together with the Two River First-Step Merger, the “Two River Integrated Mergers”), with OceanFirst as the surviving corporation in the Two River Second-Step Merger and (iii) immediately following the completion of the Two River Integrated Mergers, Two River Community Bank, a New Jersey chartered non-member bank and a wholly-owned subsidiary of Two River, merged with and into OceanFirst Bank, with OceanFirst Bank as the surviving bank (the “Two River Bank Merger” and, together with the Integrated Mergers, the “Two River Transactions”). At the effective time of the Two River First-Step Merger, the former Two River shareholders became entitled to receive $5.375 in cash without interest and 0.6663 shares of OceanFirst common stock, together with cash in lieu of fractional shares, for each outstanding share of Two River common stock.

The foregoing description of the Two River Merger Agreement and the Two River Transactions does not purport to be complete and is qualified in its entirety by reference to the Two River Merger Agreement, which was attached as Exhibit 2.2 to OceanFirst’s Current Report on Form 8-K filed on August 13, 2019 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 August 9, 2019, by and among OceanFirst Financial Corp., Midtown Merger Sub Corp. and Country Bank Holding Company, Inc. (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K, filed by OceanFirst Financial Corp. on August 13, 2019) †
	2.2	Agreement and Plan of Merger, dated as of August 9, 2019, by and among OceanFirst Financial Corp., Hammerhead Merger Sub Corp. and Two River Bancorp (incorporated by reference to Exhibit 2.2 of the Current Report on Form 8-K, filed by OceanFirst Financial Corp. on August 13, 2019) †
	99.1	Press Release of OceanFirst Financial Corp., dated January 2, 2020
	104	Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).

† 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 hereunto duly authorized.

OCEANFIRST FINANCIAL CORP.
/s/ Steven J. Tsimbinos
Name:	Steven J. Tsimbinos
Title:	Executive Vice President, General Counsel & Corporate Secretary

Dated: January 2, 2020

EX-99.1

Exhibit 99.1

Contact:

Jill Hewitt

Senior Vice President and Investor Relations Officer

OceanFirst Financial Corp.

732.240.4500 ext. 7513

jhewitt@oceanfirst.com

FOR IMMEDIATE RELEASE

OCEANFIRST FINANCIAL CORP.

COMPLETES ACQUISITIONS OF

TWO RIVER BANCORP AND COUNTRY BANK HOLDING COMPANY, INC.

RED BANK, N.J., January 2, 2020 - OceanFirst Financial Corp. (NASDAQ:OCFC) (“OceanFirst”), the holding company for OceanFirst Bank N.A. (“OceanFirst Bank”), announced today the closings of its acquisitions, effective January 1, 2020, of Two River Bancorp (“Two River”), the holding company for Two River Community Bank, headquartered in Tinton Falls, New Jersey, and Country Bank Holding Company, Inc. (“CYHC”), the holding company for Country Bank, headquartered in New York, New York.

The former operations of each of Two River and CYHC will operate as divisions of OceanFirst Bank until the integrations of their respective operating systems are completed, which are expected to occur separately during 2020. In conjunction with the full integration of each operating system, Two River and CYHC will each be rebranded as OceanFirst Bank.

OceanFirst is the largest community bank headquartered in central and southern New Jersey. With the addition of Two River and CYHC, OceanFirst will have assets of approximately $10.2 billion.

OceanFirst Chairman and Chief Executive Officer, Christopher D. Maher, said, “We are pleased to start 2020 by welcoming the stockholders, customers and employees of Two River and Country Bank to our OceanFirst family.” Mr. Maher added, “With the addition of these two high performing organizations and our organic commercial lending expansion in the New York and Philadelphia metropolitan areas, OceanFirst is well positioned to continue to grow our business throughout 2020. We look forward to delivering our exceptional banking services to the newest customers of OceanFirst Bank.”

Upon completion of the acquisition of Two River, the former shareholders of Two River became entitled to receive $5.375 in cash without interest and 0.6663 shares of OceanFirst common stock for each share of Two River common stock they held plus cash in lieu of any fractional shares of OceanFirst common stock. Based on the $25.54 per share closing price of OceanFirst common stock on December 31, 2019, the total transaction value for the Two River transaction was approximately $197 million (including options). Effective as of the completion of the Two River transaction, William D. Moss, the former Chairman, President and CEO of Two River, was appointed to the boards of directors of OceanFirst and OceanFirst Bank.

Upon completion of the acquisition of CYHC, the former shareholders of CYHC became entitled to receive 2,000 shares of OceanFirst common stock for each share of CYHC common stock they held. Based on the $25.54 per share closing price of OceanFirst common stock on December 31, 2019, the total transaction value for the CYHC acquisition was approximately $112.8 million. Effective as of the completion of the CYHC transaction, Joseph M. Murphy, Jr., the former President of CYHC, was appointed to the boards of directors of OceanFirst and OceanFirst Bank.

*        *         *

About OceanFirst Financial Corp.

OceanFirst Financial Corp.’s subsidiary, OceanFirst Bank N.A., founded in 1902, is a $10.2 billion regional bank operating throughout New Jersey, metropolitan Philadelphia and metropolitan New York City. OceanFirst Bank delivers commercial and residential financing solutions, trust and asset management and deposit services and is one of the largest and oldest community-based financial institutions headquartered in New Jersey.

Cautionary Notes on Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements may include: management plans relating to either the acquisition of Two River Bancorp (the “Two River Transaction”) or the acquisition of Country Bank Holding Company, Inc. (the “CYHC Transaction”); any statements of the plans and objectives of management for future operations, products or services, including the execution of integration plans relating to either the Two River Transaction or CYHC Transaction or both such transactions; any statements of expectation or belief; projections related to certain financial metrics; and any statements of assumptions underlying any of the foregoing. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “seek”, “plan”, “will”, “would”, “target,” “outlook,” “estimate,” “forecast,” “project” and other similar words and expressions or negatives of these words. 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 does not assume any duty and does not undertake to update any forward-looking statements. Because forward-looking statements are by their nature, to different degrees, uncertain and subject to assumptions, 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 and those disclosed in OceanFirst’s other periodic reports filed with the SEC, as well as the possibility that expected benefits of either the Two River Transaction or CYHC Transaction or both such transactions and the recently completed acquisition of Capital Bank of New Jersey by OceanFirst (the “Recent Acquisition”) may not materialize in the timeframe expected or at all, or may be more costly to achieve; that OceanFirst’s, Two River’s and CYHC’s respective businesses may not perform as expected due to transaction-related uncertainty or other factors; that OceanFirst is unable to successfully implement integration strategies related to either the Two River Transaction or CYHC Transaction or both such transactions or the Recent Acquisition; reputational risks and the reaction of the companies’ stockholders, customers, employees and other constituents to the Two River Transaction or CYHC Transaction or both such transactions, and diversion of management time as a result of matters related to either the Two River Transaction or CYHC Transaction or both such transactions. The list of factors presented here, and the list of factors that are presented in the registration statements on Form S-4 for each of the Two River Transaction and CYHC Transaction, is not, and should not be considered, a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward looking statements. 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.

XML

Document and Entity Information	Jan. 01, 2020
Cover [Abstract]
Entity Registrant Name	OCEANFIRST FINANCIAL CORP
Entity Address, State or Province	NJ
Amendment Flag	false
Entity Central Index Key	0001004702
Document Type	8-K
Document Period End Date	Jan. 01, 2020
Entity Incorporation State Country Code	DE
Entity File Number	001-11713
Entity Tax Identification Number	22-3412577
Entity Address, Address Line One	110 WEST FRONT STREET
Entity Address, City or Town	RED BANK
Entity Address, Postal Zip Code	07701
City Area Code	(732)
Local Phone Number	240-4500
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $0.01 par value per share
Trading Symbol	OCFC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false