Ocean Shore — Merger or Acquisition (July 2016)
19 slides from Ocean Shore's merger presentation, Jul 13, 2016
Slide 1: Announces Agreement to Acquire Ocean Shore Holding Co.
Announces Agreement to Acquire Ocean Shore Holding Co. July 13, 2016 OceanFirst Financial Corp. Exhibit 99.1
Slide 2: Forward-Looking Statements
OceanFirst Financial Corp. Forward-Looking Statements This communication contains forward-looking statements. These forward-looking statements may include: management plans relating to the transaction; the expected timing of the completion of the transaction; the ability to complete the transaction;
Slide 3: Additional Information about the Transaction
OceanFirst Financial Corp. Additional Information about the Transaction This communication is being made in respect of the proposed transaction involving OceanFirst and Ocean Shore. This material is not a solicitation of any vote or approval of OceanFirst’s or Ocean Shore’s shareholders and is not a
Slide 4: A Unique In-Market Opportunity for OceanFirst
1 Deposit market share data as of June 30, 2015. 2 As of or for the quarter ended March 31, 2016. 3 Calculated as the time period at which the OceanFirst pro forma tangible book value per share equals OceanFirst’s projected stand-alone tangible book value per share. 4 Simple TBV earnback calculation
Slide 5: Transaction Summary
¹ Based on OceanFirst common stock price of $18.74 as of July 12, 2016. 2 Based on 6,412,678 shares of common stock outstanding and 368,627 options with a weighted average strike price of $11.45. Pro forma Ocean Shore shares are 6,297,084 which reflects adjustments of 115,594 shares to extinguish Oc
Slide 6: Overview of Ocean Shore Holding Co.
Branch Map Source: SNL Financial ¹ Deposit market share data as of June 30, 2015. 2 Financial highlights as of or for the quarter ended March 31, 2016. 3 NPAs defined as nonaccrual loans and leases and real estate owned, excluding renegotiated loans and leases, as of March 31, 2016. 4 For the traili
Slide 7: Attractive Funding Franchise in Ocean Shore
Source: SNL Financial 1 Includes all public and private New Jersey headquartered depository institutions. 2 As of or for the quarter ended March 31, 2016. Attractive Funding Franchise in Ocean Shore Ocean Shore vs. New Jersey Headquartered Banks1 OSHC: 0.32% 85th Percentile OSHC: 23.6% 91st Percenti
Slide 8: Creating One of the Strongest Core Deposit Franchises in New Jersey
OceanFirst¹ Cape2 Pro Forma3 Source: SNL Financial. Note: Numbers may not sum to 100% due to rounding. ¹ Reflects financial information set forth in Quarterly Report on Form 10-Q as of and for the quarter ended March 31, 2016. 2 Reflects financial information set forth in Cape's Quarterly Report on
Slide 9: With the Available Dry Powder to Fund Commercial and CRE Growth
OceanFirst¹ Cape2 Pro Forma3 Source: SNL Financial. Note: Numbers may not sum to 100% due to rounding. ¹ Reflects financial information set forth in Quarterly Report on Form 10-Q as of and for the quarter ended March 31, 2016. 2 Reflects financial information set forth in Cape's Call Report as of an
Slide 10: Powerful Pro Forma Institution Operating Across Attractive Markets
Pro Forma Branch Map Source: SNL Financial. Note: Deposit information as of June 30, 2015. 1 Excludes financial institutions headquartered outside of New Jersey. 2 Based on deposit market share as of June 30, 2015. Pro Forma NJ Deposit Market Share – NJ Headquartered Banks1 - OCFC (50) - OSHC (11) …
Slide 11: And Significant Upside Potential
Source: SNL Financial. Market data as of July 12, 2016. Note: OceanFirst’s Price / TBV, Price / 2017E EPS and dividend yield based on stock price of $18.74 as of July 12, 2016. Projected Ocean Shore transaction close at December 31, 2016. 1 Peers include bank & thrifts headquartered in the Mid-Atlan
Slide 12: Financial and Capital Impact
¹ Calculated as the time period at which the OceanFirst pro forma tangible book value per share equals OceanFirst’s projected stand-alone tangible book value per share. ² Simple TBV earnback calculation is computed as the tangible book value dilution estimated at closing divided by the first full ye
Slide 13: Favorable Transaction Pricing
Source: SNL Financial Note: Transaction price of $22.47 per Ocean Shore share (consisting of $4.35 in cash and a 0.9667 fixed exchange ratio) based on OceanFirst common stock price of $18.74 as of July 12, 2016. ¹ Precedent transactions include Mid-Atlantic bank and thrift M&A transactions announced
Slide 14: Comprehensive Due Diligence & Conservative Credit Mark
Comprehensive Due Diligence & Conservative Credit Mark Ocean Shore NPAs2 / Assets (%) Ocean Shore NCOs / Avg. Loans (%) Ocean Shore’s disciplined credit standards and conservative underwriting have resulted in pristine asset quality performance Limited exposure to the gambling industry in Atlantic C
Slide 15: OceanFirst Integration Plan
Completed Projected OceanFirst Integration Plan 7/31/2015 Colonial American transaction closed 10/19/2015 Colonial American Conversion 3/11/2016 5/2/2016 Provident Branch Acquisition Cape Bancorp transaction closed 10/14/2016 Cape conversion expected to be completed Late Q4 ’16 / Early Q1 ’17 Closin
Slide 16: Summary Transaction Merits
Summary Transaction Merits Significant overlap provides for considerable cost savings potential Increased operating leverage creates opportunity for enhanced franchise value Becomes #4 NJ based banking institution, enters banking “sweetspot” at $5B+ in assets Acquiring a strong core deposit franchis
Slide 17: Appendix
Appendix
Slide 18: Appendix A: Operating Scale
Appendix A: Operating Scale 1 Excludes merger related charges. OceanFirst, Cape & Ocean Shore Projected FY 2017 also includes $12.4 million of estimated fully phased-in cost savings (assuming cost savings are fully phased in). 2 Deposits / Branch analysis does not include potential consolidation of
Slide 19: Appendix B: Atlantic City Exposure
Appendix B: Atlantic City Exposure 1 Pro forma company loans as of March 31, 2016, and excludes purchase accounting adjustments. 2 Per OSHC March 31, 2016 Quarterly Report on Form 10-Q. 3 Includes loans made to borrowers who were employed at the time of origination at casinos/hotels that subsequentl
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