Oceanfirst Financial Corp. · NASDAQ:OCFC
Oceanfirst Financial — Merger or Acquisition (August 2019)
14 slides from Oceanfirst Financial's merger presentation, Aug 9, 2019
Slide 1: OceanFirst Announces Agreements to Acquire Two River Bancorp & Country Bank Holding Company
OceanFirst Financial Corp. Announces Agreements to Acquire Two River Bancorp & Country Bank Holding Company, Inc. August 9, 2019 Exhibit 99.1
Slide 2: Forward Looking Statements
Forward Looking Statements Investor Presentation This communication 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 forw
Slide 3: Important Additional Information
Important Additional Information Investor Presentation ADDITIONAL INFORMATION ABOUT THE PROPOSED TRANSACTIONS This communication is being made in respect of the proposed transactions involving OceanFirst acquiring Two River and Country Bank. Two River Transaction In connection with the proposed tran
Slide 4: Important Additional Information: Participants in the Solicitation
Important Additional Information PARTICIPANTS IN THE SOLICITATION OceanFirst, Two River and certain of their respective directors and executive officers, under the SEC’s rules, may be deemed to be participants in the solicitation of proxies of Two River’s shareholders in connection with the Two Rive
Slide 5: Building a Premier Regional Franchise
Building a Premier Regional Franchise Investor Presentation Assets2 Market Cap3 $9.9B $1.4B Pro Forma Financial Highlights1 1 Based on OceanFirst’s estimates for the combined acquisitions of Two River and Country Bank. 2 Pro forma data as of the quarter ended June 30, 2019. 3 Based on OceanFirst com
Slide 6: Combined Highlights
Combined Highlights Investor Presentation 1 For the quarter ended June 30, 2019. 2 Calculated as time period at which the OceanFirst pro forma tangible book value per share equals OceanFirst’s projected stand-alone tangible book value per share. Strategically Compelling Acquisitions of two high-perf
Slide 7: Experienced and Seasoned Acquiror
Assets: $783M Assets: $1.2B Assets: $495M Assets: $2.3B Assets: $1.1B Experienced and Seasoned Acquiror Investor Presentation 2019 2015 2016 2017 2018 Assets: $144M Assets: $1.6B 2015 – 2019Q2 CAGR: 47% Note: Acquisitions shown during the year of announcement. Asset totals for acquired companies sho
Slide 8: Potential shareholder value at industry P/E multiple of 12.0x
Achieving an industry P/E multiple of 12.0x on the acquired earnings stream has potential shareholder value of $438 million Performance Metrics1 Investor Presentation 15.0x 1.06% 12.0% 61.0% 10.4x 1.27% 15.1% 55.9% Combined without Cost Savings 13.0x 1.15% 13.2% 59.0% 8.0x 1.99% 22.3% 28.8% 7.5x 1.7
Slide 9: Overview of Two River Bancorp
Market Cap ($M) $118 ROAA 1.06% Total Assets ($M) $1,154 ROAE 10.15% Gross Loans ($M) $953 NIM 3.53% Total Deposits ($M) $973 Efficiency Ratio 61.0% TCE / TA 9.10% Yield on Loans 4.92% NPAs / Assets 0.37% Cost of Deposits 1.15% CRE Concentration 371% Loans / Deposits 98.0% Overview of Two River Banc
Slide 10: Two River Transaction Summary
Two River Transaction Summary Investor Presentation 1 Based on OceanFirst common stock price of $23.14 as of August 8, 2019. 2 Based on 8,690,610 shares of Two River common stock outstanding and 150,610 Two River options with a weighted average stock price of $6.64. 3 Two River estimated EPS based o
Slide 11: Overview of Country Bank Holding Company, Inc.
Market Cap ($M) $71 ROAA 1.27% Total Assets ($M) $783 ROAE 15.08% Gross Loans ($M) $592 NIM 3.68% Total Deposits ($M) $650 Efficiency Ratio 55.9% TCE / TA 8.62% Yield on Loans 5.63% NPAs / Assets 1.00% Cost of Deposits 1.61% CRE Concentration 414% Loans / Deposits 91.2% Overview of Country Bank Hold
Slide 12: Country Bank Transaction Summary
Country Bank Transaction Summary Investor Presentation 1 Based on OceanFirst common stock price of $23.14 as of August 8, 2019. 2 Based on 2,209 shares of Country Bank common stock outstanding. 3 Core deposits defined as total deposits less Jumbo time deposits. Transaction Consideration $102.2 milli
Slide 13: Expansion in Core Markets and Metro NYC
Expansion in Core Markets and Metro NYC Investor Presentation Source: SNL Financial. Note: Deposit data as of June, 30 2018. 1Community Banks defined as banks with total assets less than $50 billion. CYHC Community Bank1 Deposit Market Share by County $269M Deposits 20 Rank 2 Branches $241M Deposits
Slide 14: Loan and Deposit Transformation
$6.2B $6.0B Source: SNL Financial. Data as of the quarter ended June 30, 2019. 1 Loan composition and time deposits shown at the bank level. 2 Data shown at the bank level. 3 Home equity portion of Consumer, Home Equity & Other shown at the bank level. Note: CRE Concentration shown at the bank level
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