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): May 19, 2015

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.)

975 HOOPER AVENUE, TOMS RIVER, NEW JERSEY 08753

(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))

ITEM 7.01 REGULATION FD DISCLOSURE

OceanFirst Financial Corp. (the “Company”) is scheduled to make presentations to current and prospective investors. Attached as Exhibit 99.1 of this Form 8-K is a copy of the presentation which OceanFirst Financial Corp. will make available at these presentations and will post on its website at www.oceanfirst.com. This report is being furnished to the SEC and shall not be deemed “filed” for any purpose.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) EXHIBITS

99.1 Text of written presentation which OceanFirst Financial Corp. intends to provide to current and prospective investors.

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/ Michael Fitzpatrick

Michael Fitzpatrick

Executive Vice President and

Chief Financial Officer

Dated: May 19, 2015

Exhibit Index

Exhibit	Description
99.1	Text of written presentation which OceanFirst Financial Corp. intends to provide to current and prospective investors.

EX-99.1

Investor Presentation

May 2015

OceanFirst Financial Corp.

OceanFirst Financial Corp.

Exhibit 99.1

OceanFirst Financial Corp.

Forward Looking Statements:

This

presentation

contains

certain

forward-looking

statements

within

the

meaning

of

the

Private

Securities

Reform

Act

of

1995

which

are

based

on

certain

assumptions

and

describe

future

plans,

strategies

and

expectations

of

the

Company.

These

forward-looking

statements

are

generally

identified

by

use

of

the

words

"believe,"

"expect,"

"intend,"

"anticipate,"

"estimate,"

"project,"

"will,"

"should,"

"may,"

"view,"

"opportunity,"

"potential,"

or

similar

expressions

or

expressions

of

confidence.

The

Company's

ability

to

predict

results

or

the

actual

effect

of

future

plans

or

strategies

is

inherently

uncertain.

Factors

which

could

have

a

material

adverse

effect

on

the

operations

of

the

Company

and

its

subsidiaries

include,

but

are

not

limited

to,

changes

in

interest

rates,

general

economic

conditions,

levels

of

unemployment

in

the

Bank’s

lending

area,

real

estate

market

values

in

the

Bank’s

lending

area,

future

natural

disasters

and

increases

to

flood

insurance

premiums,

the

level

of

prepayments

on

loans

and

mortgage-backed

securities,

legislative/

regulatory

changes,

monetary

and

fiscal

policies

of

the

U.S.

Government

including

policies

of

the

U.S.

Treasury

and

the

Board

of

Governors

of

the

Federal

Reserve

System,

the

quality

or

composition

of

the

loan

or

investment

portfolios,

demand

for

loan

products,

deposit

flows,

competition,

demand

for

financial

services

in

the

Company's

market

area

and

accounting

principles

and

guidelines.

These

risks

and

uncertainties

are

further

discussed

in

the

Company’s

Annual

Report

on

Form

10-K

for

the

year

ended

December

31,

2014

and

subsequent

securities

filings

and

should

be

considered

in

evaluating

forward-

looking

statements

and

undue

reliance

should

not

be

placed

on

such

statements.

The

Company

does

not

undertake,

and

specifically

disclaims

any

obligation,

to

publicly

release

the

result

of

any

revisions

which

may

be

made

to

any

forward-looking

statements

to

reflect

events

or

circumstances

after

the

date

of

such

statements or to reflect the occurrence of anticipated or unanticipated events. 

2

OceanFirst Bank Milestones

Founded,

Point Pleasant,

NJ

Branch Expansion

Into

Middlesex County

IPO To

Mutual

Depositors

Created OceanFirst

Foundation

Established

Commercial

Lending

Branch Expansion

Into

Monmouth County

Repurchased

62%

Of

Original IPO Shares

Established

Trust

and

Asset Management

Rebuilt Capital

To 9.5% Through

Secondary

Stock Offering

Resumed Share

Repurchases –

Current Authorization:

508,255

Shares

OceanFirst

Foundation Passes

$25 Million In

Cumulative Grants

Open LPO In Mercer

County To Serve

The Broader Central

Jersey Market

3

Serving Central New Jersey Market

•

Community Bank serving the

Central Jersey market -

$2.4 billion

in assets and 23 branch offices 

(24

th

branch opening in mid 2015)

•

Targeting growth opportunities in

Monmouth, Mercer and Middlesex

Counties

•

Market Cap $290.7 million

30 million people, or approximately

10% of the total U.S. population,

reside within a 2-hour drive*

*Includes New York –

Newark NY-NJ-PA-CT CSA and

Philadelphia –

Reading –

Camden CSA.

Pending Colonial

acquisition

supports existing

Red Bank

Financial Center

4

Experienced Leadership

Name

Position

# of Years

at OCFC

Previous

Experience

Christopher D. Maher

President, Chief Executive Officer

2

Patriot National Bancorp;

Dime Community

Bancshares

Michael J. Fitzpatrick

Executive Vice President, Chief Financial Officer

22

KPMG

Joseph R. Iantosca

Executive Vice President, Chief Administrative Officer

11

BISYS Banking Solutions;

Neutrend LLC;

Brooklyn Federal Savings

Joseph J. Lebel III

Executive Vice President, Chief Lending Officer

9

Wachovia Bank N.A. 

•

Substantial insider ownership of 27.3% –

aligned with shareholders’

interests

OceanFirst Bank ESOP 10.0%

Directors & Senior Executive Officers 10.6% (Chairman 5.9%)

Director and Proxy Officer Stock Ownership Guidelines

OceanFirst Foundation 6.7%

As of March 10, 2015 proxy date.

5

Depth of Management

Name

Position

# of Years

at OCFC

Previous

Experience

Craig C. Spengeman

Executive Vice President, Director of Wealth Management

1

PGB Trust and

Investments (Division of

Peapack-Gladstone

Bank)

Margaret Lanning

First Senior Vice President, Chief Credit Officer

-

Wells Fargo Bank, N.A.;

Wachovia Bank

Steven J. Tsimbinos

First Senior Vice President, General Counsel

5

Thacher Proffit & Wood;

Lowenstein Sandler PC

Gary S. Hett

Senior Vice President, Director of Human Resources

2

Patriot National Bancorp;

Dime Community

Bancshares

Gayle S. Hoffman

Senior Vice President, Internal Audit Director

1

Rumson-Fair Haven

Bank & Trust;

First State Bank; KPMG

David R. Howard

Senior Vice President, Chief Risk Officer

2

Guggenheim Partners;

Financial Guaranty

Insurance Company

6

Our Strategy

•

Positioned as the leading Community Bank in attractive Central Jersey

market –

developing the franchise, growing revenue and creating additional

value for shareholders

•

Strategically focused on revenue growth in commercial lending, wealth

management, and bankcard services

•

Guarding credit quality in ALL

business cycles

•

Growing diversified streams of non-interest income to decrease reliance on

Net Interest Margin (NIM)

•

Creating attractive profile to encourage roll-up opportunities presented by

local community banks lacking the scale or desire to remain independent

7

Significant Primary Market Deposit Share

Competing Favorably Against Banking Behemoths

# of

Dep. In Mkt.

Mkt. Shr.

Rank

Institution

Branches

($000)

(%)

Ocean County, NJ

1

TD Bank, National Association (Canada)

22

2,541,705

17.45

2

Hudson City Bancorp Inc. (NJ)

(1)

14

2,212,695

15.19

3

Wells Fargo Bank NA (CA)

26

2,203,005

15.13

4

OceanFirst Financial Corp. (NJ)

19

1,480,885

10.17

5

Banco Santander S.A. (Spain)

21

1,368,640

9.40

6

Bank of America Corp. (NC)

17

1,267,176

8.70

Total For Institutions In Market

188

14,563,013

(1)

Pending acquisition by M&T Bank (NY)

Source:  FDIC Summary of Deposits, June 30, 2014

8

Strategic Deposit Composition Transition

*Time deposits duration of 19 months

9

Deposit Transition Supported by Strategic Focus on

Business Checking

10

Technology and Delivery Systems

Mobile Banking

Added mobile deposit capture

in 2013.  More than 14,000

depositors use mobile, text or

smart phone apps monthly.

Online Banking & Bill Pay

In 2014, 42% of depositors used

online banking and an average of

34,000 bills were paid with online

bill pay service each month.

Check Card

Over 6 million transactions

processed in 2014, a 10.7%

increase from 2013.  Rewards

program promotes usage.

ATM & Interactive Teller (ITM)

Invested $900,000 to upgrade ATM fleet

to intelligent terminals in 2014; self-

service

deposits

more

than

doubled.

First

ITM deployed in April 2014.

Commercial  Cash Management

Added Remote Deposit Capture

(RDC) in 2007.  In 2014, 88 clients

processed over 600,000 checks

using RDC.

11

Strategic Loan Composition Transition

(1)

Commercial loan (CRE and C&I) duration of 3.2 years.

12

Credit Underwriting Remains Conservative

Commercial Loan Production 2014 and 2015

(Dollars in thousands)

2014 Total

Commercial

Loan

Originations

First Quarter

2015 Total

Commercial

Loan

Originations

Total

Portfolio at 

March 31, 2015

Amount

$243,858

$69,436

$775,246

Weighted average rate

4.14%

4.13%

4.44%

Weighted average debt service coverage

2.0X

1.82X

1.99X

Weighted average loan-to-value (CRE only)

56%

65%

55%

Weighted average risk rating

(1)

4.3

4.2

4.5

Deposit contribution

$35,727

$14,259

$186,270

Cash management (% utilizing)

37%

(1)

Risk rating is on a scale from 1 (best) to 9 (worst).  A rating of 4.5 represents an equivalent S&P rating of BBB.

13

Highlights –

First Quarter 2015

•

Announced a merger agreement with Colonial American Bank in an all stock transaction valued at

$11.3 million at the time of announcement.  Colonial operates two full service banking centers in

Middletown and Shrewsbury, New Jersey, with total assets of $143.7 million

•

Grew

commercial

loan

portfolio

$41.3

million,

22.5%

annualized;

7

th

consecutive

quarter

of

double

digit percentage growth

A new commercial lending team located in Mercer County, New Jersey, began operations and

provided strong support for the commercial loan growth

The Bank’s conservative credit culture was further enhanced with the addition of a highly

experienced Chief Credit Officer

•

Deposit growth totaled $80.8 million which included $73.7 million of core deposits (all deposits

except time deposits)

•

Earnings per share of $0.32, 9.6% ROE & 0.89% ROA

Net interest margin relatively stable at 3.24%

Expense discipline led to reductions in operating expenses of 4.6%, as compared to the prior

linked quarter and 2.6%, as compared to the same prior year quarter.

•

Tangible common equity of 9.2% of assets

•

Common stock repurchase plan in place to strategically manage capital levels

14

Highlights –

Risk Management

Over the past year through March 31, 2015:

•

Interest Rate Risk Management

Extended

$154

million

of

FHLB

advances

into

3

–

5

year

terms

$90 million of retail checking migrated to non-interest bearing

Core deposits

(1)

are 88.1% of total deposits, a significant hedge against a rising rate

environment

•

Asset Quality Improvements

Non-performing loans decreased by 57%, or $25.9 million, to $19.4 million at    

March 31, 2015

Credit metrics improved as non-performing loans as a percent of total loans

receivable

decreased

to

1.09%

from

2.83%,

and

Allowance

for

Loan

Losses

as

a

percent of total non-performing loans increased to 84.61% from 46.19%

(1)

Core deposits are all deposits except time deposits.

15

Credit Metrics Reflect Conservative Culture

0.00%

0.50%

1.00%

1.50%

2.00%

2.50%

3.00%

3.50%

2009

2010

2011

2012

2013

2014

3/31/2015

Residential

Consumer

Commercial Real Estate

Commercial

Note:  Atlantic County Loan Exposure totals $11.6 million, or 0.7%, of total loan portfolio as of March 31, 2015.

Data as of December 31, unless otherwise indicated.

Net charge-off ratio for 2014 excludes charge-off related to bulk sale of non-performing residential and consumer

mortgage loans.  Including this charge-off, the ratio is 0.45%.  Ratio for 2015 is annualized.

0.10%

0.00%

0.20%

0.30%

0.40%

0.50%

0.60%

0.70%

Net Charge-Offs

16

Prudently Provisioning for Credit Costs

$0

$1

$2

$3

$4

$5

$6

$7

$8

$9

$10

Net Charge-Offs

Net Charge-Offs Attributable to Bulk Sale of NPL's

Provision for Loan Losses

(1)

Spike in charge-offs was due to a change in charge-off policy to recognize the charge-off when the loan is deemed

uncollectible rather than when the foreclosure process is complete.  The additional charge-off relating to the

change in policy through 2011 was $5.7 million, all of which

had been previously specifically reserved.

12/31/09

12/31/10

12/31/11

(1)

12/31/12

12/31/13

12/31/14

3/31/15

17

Net Interest Margin

Stabilizing Close to Historical Levels

Historical Average Net Interest Margin (3.28%)

18

Diversified Streams of Non-Interest Income

0.00%

0.10%

0.20%

0.30%

0.40%

0.50%

0.60%

0.70%

0.80%

1996

3/31/2015 (Annualized)

Fees and Service Charges

Gain on Sale of Loans

BOLI

Other

BankCard Services

Investment Services

Wealth Management

$2.5M

$15.6M

Targeted

Growth

Areas

Non-Interest Income excludes gain/loss from other real estate operations, gain on sale of securities and

gain on sale of loan servicing.

19

Generating Consistent Attractive Returns

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%

12.0%

14.0%

2009

2010

2011

2012

2013

2014

3/31/15

(Annualized)

Return on Equity

Return on Assets

(1)

Excludes

after-tax

impact

of

$3.1

million

in

non-recurring

charges

related

to

strategic

advance

restructuring

and

branch

consolidation.

(1)

0.0%

0.20%

0.40%

0.60%

0.80%

1.00%

1.20%

1.40%

20

Prudently Managing Excess Capital in Near Term

$0.0

$5.0

$10.0

$15.0

$20.0

$25.0

2011

2012

2013

2014

3/31/15

Stock Repurchases

Cash Dividends

Notes:  Stock Repurchases –

$15.06 Average Cost per Share.

Quarterly dividend rate increased by $0.01, or 8.3%, in October 2014.

(Three Months)

21

Challenge Today is to Grow Revenue

Build Shareholder Value

•

Target

growth

in

broader

central

New

Jersey

market

–

increasing

share

In early 2015, added new commercial lending team located in Mercer County

Commercial loans increase at double digit percentage growth rate

for seven consecutive quarters

Superstorm Sandy recovery providing market opportunity (see Appendix 4)

•

Continuing Strategic Execution

Sold most non-performing residential/consumer mortgage loans in third quarter of 2014; $500,000 in annual cost

savings

FHLB Advances restructured in fourth quarter 2013; duration extended to 38 months

Rationalizing Branch Network and Residential Lending, reinvesting cost saves to support growth

•

Control operating expenses while investing in revenue producing growth opportunities

Operating expenses decreased 4.6% for the quarter ended March 31, 2015, as compared to the prior linked

quarter, and 2.6%, as compared to the same prior year period

•

Assessing opportunistic roll-up of local community banks

Strategic, in-market, acquisition of Colonial American Bank expands branch footprint in demographically attractive

markets; accretive to EPS in 2016 with negligible book value dilution

•

Financial performance develops value proposition for shareholders and preserves the right to remain

independent

22

Why OCFC…?

•

Fundamental

franchise

value

–

superior

deposit

profile

and

consistent,

conservatively underwritten, commercial loan growth

•

Seasoned and effective management team

Substantial insider ownership –

aligned with shareholders’

interests

•

Conservative credit culture and profile

•

Solid financial performance –

developing shareholder value

•

Strong balance sheet and capital base

23

Attractive Valuation Metrics

Valuation

Price / Tang. Book Value

132%

150%

Price / LQA EPS

13.5x

14.9x

Price / Estimated EPS

13.4x

14.2x

Core Deposit Premium

4.1%

7.2%

Cash Dividend Yield

3.0%

2.9%

OCFC

Peers

(1)

1)

Peers include:  DCOM, FFIC, FLIC, LBAI, ORIT, PGC, SNBC, SUBK, UVSP and WSFS

Note: Financial data as of the most recent period available; market data as of May 14, 2015.

Source:  Sandler O’Neill

24

Appendix

Appendix

25

Market Demographics

Ocean

Monmouth

Middlesex

Mercer

National

Number of Offices

19

4

1

% of OceanFirst Deposits

86.2

10.9

2.9

Market Rank

4

17

35

Market Share (%)

10.2

0.9

0.2

Population

583,000

628,000

831,000

369,000

Projected 2014-2019

Population Growth (%)

1.4

—

3.0

1.2

3.5

Median Household Income ($)

58,000

81,000

75,000

74,000

52,000

Projected 2014-2019 Median

Household Income Growth (%)

2.6

3.1

3.5

5.6

4.6

Deposit  and demographic data as of June 30, 2014.

Source:  SNL Financial

APPENDIX 1

26

Commercial Portfolio Metrics

APPENDIX 2

Commercial

Real

Estate

(CRE)

Total portfolio

(1)

$667.8 million

% of Total Loan Portfolio

37.7%

Average size of CRE loans

$864,000

Largest CRE loan

$15.9 million

Current Pipeline

$29.0 million

Weighted Average Yield

3.98%

Weighted Average Repricing Term

4.4 years

Commercial Loans

Total portfolio

(1)

$107.5 million

% of Total Loan Portfolio

6.1%

Average size of commercial loans

$374,000

Largest commercial loan

$4.0 million

Current Pipeline

$14.8 million

Weighted Average Yield

4.03%

Weighted Average Repricing Term

2.0 years

(1)

Combined commercial relationships (excluding small business) total 445.

As of March 31, 2015.

27

Commercial Portfolio Segmentation

APPENDIX 2

(Cont’d)

Total Commercial Loan Exposure

by Industry Classification

Real Estate

Investment, 40.7%

Arts/Entertainment/

Recreation, 7.0%

Other Services, 2.8%

Retail Trade, 4.5%

Public Administration,

5.6%

Miscellaneous, 5.2%

Manufacturing, 3.5%

Educational Services,

4.8%

Accommodations/

Food Services, 6.5%

Healthcare, 7.5%

Wholesale Trade, 4.5%

Construction, 7.4%

Real Estate Investment by

Property Classification

Office, 33.4%

Commercial

Development, 9.6%

Shopping Center, 8.0%

Retail Store, 8.4%

Multi-Family, 6.0%

Miscellaneous, 8.1%

Single Purpose,

4.0%

Industrial/

Warehouse, 16.2%

Residential

Development, 6.3%

Diversified portfolio provides

protection against industry-

specific credit events.

As of March 31, 2015.

28

Residential Portfolio Metrics

APPENDIX 3

Residential Real Estate

Total Portfolio

$784.4 million

% of Total Loan Portfolio

45.2%

Average size of mortgage loans

$195,000

% of loans for second homes

10.4%

Portfolio weighted average loan-to-value ratio (using original or most recent appraisal)

-

Loans originated during 2015

56%

64%

Portfolio average FICO score

-

Loans originated during 2015

752

760

% of loans outside the New York/New Jersey market

3.3%

% of loans outside Ocean/Monmouth Counties

26.8%

% of loans exceeding agency conforming amounts

45.7%

As of March 31, 2015, unless otherwise noted.

29