Transaction Overview - OceanFirst Financial Corp 将以全股票方式收购 Flushing Financial Corporation，每股 Flushing 股票兑换 0.8500 股 OceanFirst 股票[42] - Warburg Pincus 将投资 2.25 亿美元用于 OceanFirst 的股权融资，购买价格为每股 19.76 美元[14, 42] - 交易完成后，OceanFirst 股东预计将持有合并后公司约 58% 的股份，Flushing 股东持有约 30%，Warburg Pincus 持有约 12%[42] Financial Impact - 预计 2027 年每股收益 (EPS) 将增加 16%[17, 34] - 有形账面价值 (TBV) 稀释为 (6%)，预计 3.1 年内收回[17, 34] - 预计 2027 年有形普通股报酬率 (ROATCE) 为 12.6%，普通资产报酬率 (ROAA) 为 1.00%[17, 34] Strategic Rationale - 通过 Flushing 在长岛和纽约市的渠道，OceanFirst 能够扩展其产品和服务[14] - 合并后的银行预计总资产将达到 230 亿美元[17, 34] - 合并有助于贷款组合多元化，并降低商业房地产 (CRE) 集中度[14] Risk and Cautionary Notes - 该报告包含前瞻性陈述，涉及风险和不确定性，实际结果可能与预测存在重大差异[4, 5] - 风险包括交易完成的延迟或失败，监管批准的条件，以及整合两家公司业务的潜在困难[5]

Core Viewpoint - Halper Sadeh LLC is investigating the fairness of the merger between OceanFirst Financial Corp. and Flushing Financial Corp. for OceanFirst shareholders, who are expected to own approximately 58% of the combined entity upon completion of the transaction [1]. Group 1 - The investigation focuses on whether OceanFirst and its board violated federal securities laws or breached fiduciary duties by not obtaining the best possible consideration for shareholders and failing to disclose all material information necessary for assessing the merger [3]. - Halper Sadeh LLC may seek increased consideration for OceanFirst shareholders, additional disclosures, and other relief related to the proposed transaction [4].

Core Viewpoint - OceanFirst Financial Corp. and Flushing Financial Corp. have entered into a definitive merger agreement to combine in an all-stock transaction valued at $579 million, creating a high-performing regional bank with a significant presence in New Jersey, Long Island, and New York markets [1][3]. Transaction Details - The merger will result in Flushing Bank merging into OceanFirst Bank, with OceanFirst Bank as the surviving entity [1][10]. - Flushing stockholders will receive 0.85 shares of OceanFirst common stock for each share of Flushing common stock [10]. - The transaction is expected to close in the second quarter of 2026, pending regulatory approvals and shareholder votes [12]. Financial Metrics - The combined company is projected to have approximately $23 billion in assets, $17 billion in total loans, and $18 billion in total deposits across 71 retail branches [3]. - The merger is expected to enhance profitability metrics, with estimated EPS accretion of 16%, ROATCE of 13%, and ROAA of 1.00% by 2027 [8][9]. - A $225 million equity raise is fully committed at a fixed price, with shares priced at $19.76 [4][11]. Leadership and Governance - Christopher Maher, CEO of OceanFirst, will continue as CEO of the combined company, while John Buran, CEO of Flushing, will become the non-executive Chairman of the Board [6]. - The board will consist of 17 directors, with ten from OceanFirst, six from Flushing, and one from Warburg Pincus [6]. Strategic Rationale - The acquisition is seen as a natural extension of OceanFirst's growth strategy, enhancing its presence in deposit-rich markets of New York [3][6]. - The combination aims to leverage Flushing's distribution network and OceanFirst's relationship-driven business model to better serve customers and create shareholder value [6][7].

Core Viewpoint - OceanFirst Financial Corp. and Flushing Financial Corp. have entered into a definitive merger agreement to create a regional bank with $23 billion in assets, enhancing profitability metrics significantly by 2027 [1] Group 1: Merger Details - The merger will be an all-stock transaction between OceanFirst and Flushing Financial [1] - The combined entity will be strategically located in attractive markets including New Jersey, Long Island, and New York [1] Group 2: Financial Impact - The merger is expected to enhance profitability metrics with an estimated EPS accretion of 16% [1] - Projected financial metrics include a ROATCE of 13% and a ROAA of 1.00% by 2027 [1] Group 3: Capital Raise - A $225 million equity raise has been fully committed at a fixed price after extensive due diligence by Warburg Pincus [1]

Financial Performance - Net income available to common stockholders decreased to $17.33 million for the quarter, down from $24.11 million in the same quarter last year, representing a decline of 28.2%[17] - Net income available to common stockholders decreased to $17.3 million for the three months ended September 30, 2025, compared to $24.1 million for the same period in 2024[33] - Net interest income for the quarter was $90.66 million, up from $82.22 million in the same quarter last year, indicating a year-over-year increase of 10.4%[1] - Net interest income for the nine months ended September 30, 2025, was $264.9 million, compared to $250.7 million for the same period in 2024[33] - Non-interest income for the three months ended September 30, 2025 decreased to $12.3 million from $14.7 million, impacted by net losses on equity investments of $7,000[42] - Operating expenses for the three months ended September 30, 2025 increased to $76.3 million from $63.7 million, primarily due to restructuring charges of $4.1 million and an increase in compensation and benefits of $5.5 million[44] Asset and Liability Management - Total assets increased to $14.32 billion as of September 30, 2025, compared to $13.33 billion in the previous quarter, reflecting a growth of 7.5%[1] - Total liabilities increased by $952.7 million to $12.67 billion, primarily related to an increase in FHLB advances and deposits[27] - FHLB advances increased by $633.0 million to $1.71 billion, while deposits increased by $369.7 million to $10.44 billion[27] - The loan-to-deposit ratio was 101.2%, compared to 100.5% in the previous period[27] - Stockholders' equity decreased to $1.65 billion, primarily due to the redemption of preferred stock and capital returns[30] Loan Performance - Total loans increased by $372.9 million, representing a 14% annualized growth rate, with commercial loan originations rising 74% to $739.2 million from the previous quarter[19] - Total loans increased by $439.9 million to $10.56 billion, with a loan pipeline increase of $557.3 million to $863.9 million[26] - Non-performing loans increased to $41.26 million, representing 0.39% of total loans receivable, up from 0.28% in the same quarter last year[1] - Non-performing loans accounted for 0.39% of total loans as of September 30, 2025, compared to 0.35% at December 31, 2024[76] - The allowance for loan credit losses as a percentage of total loans receivable was 0.77%, slightly down from 0.78% in the previous quarter[1] - The allowance for loan credit losses was 0.77% of total loans, an increase from 0.73%[76] Capital and Regulatory Compliance - The common equity tier one capital ratio declined to 10.6%, driven by loan growth and increased lending commitments[29] - The Company satisfied all regulatory capital requirements as of September 30, 2025, with Tier 1 capital to risk-weighted assets at 11.28%[63] - Total capital to risk-weighted assets was 13.06% for the Company as of September 30, 2025, exceeding the required 10.50%[63] Shareholder Returns - The company declared a quarterly cash dividend of $0.20 per share, consistent with the previous quarter[18] - Cash dividends on common stock declared and paid during the nine months ended September 30, 2025, were $34.8 million, while preferred stock dividends were $2.0 million[59] - The Company repurchased 1,404,253 shares totaling $24.4 million during the nine months ended September 30, 2025[31] Interest Rate Risk Management - Management actively monitors interest rate risk, which could significantly impact earnings and stockholders' equity[93] - The Company's weighted average age of non-maturity deposit accounts was approximately 12.4 years, with a weighted average cost of 2.01%[97] - The net interest income sensitivity results indicated that the Company was modestly liability sensitive to rising rate scenarios and modestly asset sensitive to falling rate scenarios as of September 30, 2025[99] - The EVE sensitivity to a 200 basis point decrease in interest rates showed a change of (1.7)% as of September 30, 2025[99] Non-Performing Assets - Non-performing assets increased to $48.76 million as of September 30, 2025, from $37.34 million as of December 31, 2024[73] - The Company sold non-performing residential and consumer loans totaling $7.3 million during the nine months ended September 30, 2025[74] - The Company's other real estate owned increased to $7.5 million from $1.8 million, primarily due to one commercial loan[76]

Group 1 - The article does not provide any specific content or key points related to a company or industry [1]

Core Points - OceanFirst Financial Corp. announced a public offering of $185.0 million in 6.375% Fixed-to-Floating Rate Subordinated Notes due 2035, with interest accruing at 6.375% until November 15, 2030, and transitioning to a floating rate thereafter [1] - The offering is expected to close on October 29, 2025, subject to customary closing conditions [2] - The estimated net proceeds from the offering will be approximately $181.9 million, intended for repaying existing debt, supporting growth initiatives, and general corporate purposes [3] Offering Details - The Notes will accrue interest at a fixed rate of 6.375% until November 15, 2030, and then at a floating rate based on Three-Month Term SOFR plus a spread of 307.5 basis points [1] - Piper Sandler & Co. and Keefe, Bruyette & Woods are acting as joint book-running managers for the offering [2] Use of Proceeds - The net proceeds will be used to redeem the Company's existing 5.25% Fixed-to-Floating Rate Subordinated Notes due May 15, 2030, and to support growth initiatives at subsidiaries [3] Company Background - OceanFirst Financial Corp. is the holding company for OceanFirst Bank N.A., a regional bank with $14.3 billion in assets, serving customers in New Jersey and surrounding metropolitan areas [6]

Financial Data and Key Metrics Changes - Earnings per share for Q3 2025 were reported at $0.30 on a fully diluted GAAP basis and $0.36 on a core basis [5] - Net interest income increased by $3 million compared to the prior quarter, marking the fourth consecutive quarter of growth [6] - The net interest margin remained stable at 2.91% compared to the second quarter [6] - Total loans increased by $373 million, representing a 14% annualized growth rate driven by strong originations of $1 billion [6][9] - Asset quality remained strong, with total loans classified as special mention and substandard decreasing 15% to $124 million, or 1.2% of total loans [7] Business Line Data and Key Metrics Changes - Loan originations for the quarter totaled $1 billion, resulting in loan growth of $373 million [9] - The commercial and industrial segment saw a 12% increase for the quarter [9] - Non-interest income increased by 5% to $12.3 million, primarily driven by strong swap demand linked to commercial growth [11] Market Data and Key Metrics Changes - Total deposits increased by $203 million, with organic growth at $321 million before decreases in broker CDs [10] - Premier banking teams contributed $128 million of new deposits for the quarter, with a target of $500 million by the end of 2025 [10] - Deposit balances totaled $242 million across more than 1,100 accounts, with approximately 20% in non-interest-bearing DDA [10] Company Strategy and Development Direction - The company is focusing on outsourcing residential loan originations and underwriting functions to improve operating leverage and earnings in 2026 [8] - The board approved a quarterly cash dividend of $0.20 per common share, marking the 115th consecutive quarterly cash dividend [8] - The company expects 7% to 9% annualized loan growth for 2026, predominantly driven by commercial and industrial loans [17] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in maintaining strong asset quality and expects positive expansion in net interest income in line with or higher than loan growth [13][17] - The company anticipates modest short-term compression on margin in Q4 due to seasonality and residual repricing of legacy deposit relationships [13] - Management highlighted the importance of evaluating capital optimization opportunities while supporting loan growth [17] Other Important Information - Operating expenses for the quarter were $76 million, including $4 million of restructuring charges related to outsourcing initiatives [8] - The CET1 ratio is estimated at 10.6%, reflecting robust capital levels despite loan growth [8][16] - The company expects a pre-tax improvement in annual operating results of approximately $10 million from restructuring initiatives [16] Q&A Session Summary Question: Clarification on net interest income guidance - Management clarified that the 3% terminal rate refers to assumptions around Fed rate cuts, not the NIM margin, and expects NIM to breach 3% in the first half of next year [21][23] Question: Premier banking segment deposit growth - Management attributed deposit growth to the acclimation of newly hired teams and operational accounts being converted to funding [36][37] Question: Impact of restructuring on non-interest income - Management confirmed a $10 million pre-tax benefit from restructuring, with a $4 million headwind in revenue expected [41][44] Question: Update on GovCon exposure - Management indicated a $100 million exposure focused on mission-critical contractors, with no significant concerns regarding credit quality [52][56] Question: ROA expectations - Management anticipates achieving a 1% ROA by the first quarter of 2027, with continued growth throughout that year [67]

Financial Data and Key Metrics Changes - Earnings per share for Q3 2025 were reported at $0.30 on a fully diluted GAAP basis and $0.36 on a core basis [5] - Net interest income increased by $3 million compared to the prior quarter, driven by an increase in average net loans of $242 million [6] - The net interest margin remained stable at 2.91% compared to the second quarter [6] - Total loans increased by $373 million, representing a 14% annualized growth rate [6] - Asset quality remained strong, with total loans classified as special mention and substandard decreasing 15% to $124 million, or 1.2% of total loans [7] Business Line Data and Key Metrics Changes - Loan originations for the quarter totaled $1 billion, resulting in loan growth of $373 million [9] - The commercial and industrial loan segment increased by 12% for the quarter [9] - Non-interest income increased by 5% to $12.3 million, primarily driven by strong swap demand linked to commercial growth [11] Market Data and Key Metrics Changes - Total deposits increased by $203 million, with organic growth at $321 million before decreases in broker CDs [10] - Approximately 20% of new deposit balances are in non-interest-bearing demand deposit accounts (DDA) [10] - The overall weighted average cost of deposits was reported at 2.6% [10] Company Strategy and Development Direction - The company is focusing on outsourcing residential loan originations and underwriting functions to improve operating leverage and earnings in 2026 [8] - The board approved a quarterly cash dividend of $0.20 per common share, marking the 115th consecutive quarterly cash dividend [8] - The company expects 7%-9% annualized loan growth for 2026, predominantly driven by growth in commercial and industrial loans [17] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in maintaining strong asset quality and indicated that credit quality remains among the best in the peer group [15] - The company anticipates modest short-term compression on margin in Q4 due to seasonality and residual repricing of large legacy deposit relationships [13] - Management expects to achieve a return on average assets of 90 basis points by Q4 2026, with a glide path to achieving a 1% return on assets in early 2027 [19] Other Important Information - Operating expenses for the quarter were $76 million, including $4 million of restructuring charges [8] - The CET1 ratio was reported at 10.6%, driven down by loan growth during the quarter [16] - The company plans to maintain a loan-to-deposit ratio of approximately 100% [17] Q&A Session Summary Question: Clarification on net interest income guidance - Management clarified that the 3% terminal rate refers to assumptions around Fed rate cuts, not the net interest margin [23] Question: Update on premier banking segment deposit growth - Management attributed deposit growth to the acclimation of newly hired teams and the conversion of operational accounts to funding [37] Question: Expectations on non-interest income and restructuring impact - Management indicated that restructuring would provide a $10 million pre-tax benefit, with some headwinds expected in non-interest income due to outsourcing initiatives [41][44] Question: Update on GovCon exposure and credit perspective - Management reported a $100 million exposure in GovCon, focused on mission-critical contractors, and expressed confidence in the portfolio's stability [56] Question: When can the company expect to hit a 1% ROA? - Management projected crossing above 1% ROA in the first quarter of 2027, with expectations for continued growth throughout that year [67]

Financial Data and Key Metrics Changes - Earnings per share reported at $0.30 on a fully diluted GAAP basis and $0.36 on a core basis [7] - Net interest income increased by $3 million compared to the prior quarter, driven by an increase in average net loans of $242 million [7] - Total loans increased by $373 million, representing a 14% annualized growth rate [8] - Net interest margin remained stable at 2.91% compared to the second quarter [7][8] - Operating expenses for the quarter were $76 million, including $4 million of restructuring charges [8] Business Line Data and Key Metrics Changes - Loan originations totaled $1 billion, resulting in loan growth of $373 million [11] - Commercial and industrial loans increased by 12% for the quarter [11] - Non-interest income increased by 5% to $12.3 million, primarily driven by strong swap demand linked to commercial growth [13] - The decision to outsource residential loan originations is expected to reduce fee and service income by approximately $2 million in the fourth quarter [14] Market Data and Key Metrics Changes - Total deposits increased by $203 million, with organic growth at $321 million before decreases in brokered CDs [12] - Premier Banking teams contributed $128 million of new deposits for the quarter [12] - Approximately 20% of new deposits are in non-interest bearing demand deposit accounts (DDA) [13] Company Strategy and Development Direction - The company is focusing on improving operating leverage and earnings through outsourcing residential loan originations and underwriting functions [8] - The strategic decision to outsource is expected to yield a pre-tax improvement of approximately $10 million in annual operating results [20] - The company aims for 7% to 9% annualized loan growth for 2026, predominantly driven by growth in commercial and industrial loans [21] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in maintaining strong asset quality, with non-performing loans at 0.39% of total loans [17] - The company anticipates modest short-term compression on margin in the fourth quarter due to seasonality and residual repricing of large legacy deposit relationships [17] - The outlook for 2026 includes expectations for steady net interest income growth in line with or exceeding high single-digit growth rates [22] Other Important Information - Capital levels remain robust with a common equity Tier 1 capital ratio of 10.6% and tangible book value per share of $19.52 [9] - The company did not repurchase any shares this quarter as capital was deployed for loan growth [9] Q&A Session Summary Question: Clarification on net interest income guidance - Management clarified that the 3% terminal rate refers to assumptions around Fed rate cuts, not net interest margin [27][28] Question: Update on Premier Bank's deposit growth - Management attributed deposit growth to newly hired teams and their acclimation to the bank [42] Question: Impact of restructuring on non-interest income - Management confirmed a $10 million pre-tax benefit from restructuring, with some headwinds expected in non-interest income [48][52] Question: Update on NDFI exposure and GovCon portfolio - Management stated that NDFI exposure is small and focused on commercial lending, with GovCon exposure being well-managed [58][64] Question: Expectations for ROA and deposit composition - Management expects to achieve a 1% ROA by early 2027, with current DDA composition at 20% [75][76]