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): November 16, 2016

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 on or after November 17, 2016. 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 on or after November 17, 2016.

Forward-Looking Statements

This Report contains forward-looking statements. These forward-looking statements may include: management plans relating to the previously announced pending acquisition (the “Transaction”) of Ocean Shore Holding Co. (“Ocean Shore”); the expected timing of the Transaction; the ability to complete the Transaction; the ability to obtain any required regulatory, shareholder or other approvals; any statement of the plans and objectives of management for future operations, products or services, including the execution of integration plans relating to the Transaction; and statements of expectation or belief; projections related to certain financial metrics; and any statement of assumptions underlying any of the foregoing. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” and other similar words and expressions. 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. Neither the Company nor Ocean Shore assumes any duty and does not undertake to update forward-looking statements. Because forward-looking statements are subject to assumptions and uncertainties, actual results or future events could differ, possibly materially, from those that the Company or Ocean Shore anticipated in its forward-looking statements and future results could differ materially from historically performance. Factors that could cause or contribute to such differences include, but are not limited to, those included under Item 1A “Risk Factors” in the Company’s Annual Report on Form 10-K, those included under Item 1-A “Risk Factors” in Ocean Shore’s Annual Report on Form 10-K, those disclosed in the Company’s and Ocean Shore’s respective other periodic reports filed with the Securities and Exchange Commission (“SEC”), as well as the possibility; that expected benefits of the Transaction and the Cape acquisition may not materialize in the timeframe expected or at all, or may be more costly to achieve; that the Transaction may not be timely completed, if at all; that prior to the completion of the Transaction or thereafter, the Company’s and Ocean Shore’s respective businesses may not perform as expected due to transaction-related uncertainty or other factors; that the parties are unable to successfully implement integration strategies related to the Transaction and the Cape acquisition; that required regulatory, shareholder or other approvals are not obtained or other customer closing conditions are not satisfied in a timely manner or at all; reputational risks and the reaction of the companies’ shareholders, customers, employees and

other constituents to the Transaction; and diversion of management time on merger-related matters. For any forward-looking statements made in this report or in any documents, the Company and Ocean Shore claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

Annualized, pro-forma, projected and estimated numbers are used for illustrative purposes only, are not forecasts and many not reflect actual results.

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: November 16, 2016

Exhibit Index

Exhibit	Description
99.1	Text of written presentation which OceanFirst Financial Corp. intends to provide to current and prospective investors on or after November 17, 2016.

EX-99.1

Investor Presentation

November 2016

OceanFirst

Financial Corp.

Exhibit 99.1

OceanFirst Financial Corp.

Forward-Looking

Statements

In

addition

to

historical

information,

this

news

release

contains

certain

forward-looking

statements

within

the

meaning

of

the

Private

Securities

Litigation

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,

2015

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 Milestones

–

114 Years of Growth

3

*Announced

regulatory

approvals

with

plans

for

legal

closing

11/30/2016.

Founded,

Point Pleasant,

NJ

Branch Expansion

Into

Middlesex County

1902

1985

IPO To

Mutual

Depositors

1996

Established

Commercial

Lending

Created OceanFirst

Foundation

Established

Trust and

Asset Management

2000

2014

2015

Colonial American

Bank Acquired

Commercial LPO

Expansion into

Mercer County

Branch Expansion

Into

Monmouth County

1999

Cape Bancorp

Acquired

2016

Announced Merger

Agreement with

Ocean Shore

Holding Co.*

OceanFirst

Foundation Exceeds

$25 Million In

Cumulative Grants

Serving Central and Southern New Jersey Markets

•

OceanFirst is the largest Bank

headquartered in Central and

Southern New Jersey

•

$4.2 billion in assets

•

50 branch offices

•

Market Cap $530 million

•

Average Daily Share Volume of

80,000

OceanFirst Headquarters

OceanFirst Retail Branches,

Commercial Loan Production Offices,

and Wealth Management Office     

30 million people, or approximately

10% of the total U.S. population,

reside within a 2-hour drive* and

7.3 million reside in market area**

4

*Includes New York –

Newark NY-NJ-PA-CT CSA and

Philadelphia –

Reading –

Camden CSA.

**Refer to Appendix 2 for market area.

OceanFirst Loan Portfolio Diversification by Geography

Atlantic City is 1.2% of the

OceanFirst loan portfolio

Least

Concentration

Highest

Concentration

5

Experienced Leadership

Name

Position

# of Years

at OCFC

# of Years

In Banking

Previous

Experience

Christopher D. Maher

President, Chief Executive Officer

3

28

Patriot National Bancorp; Dime

Community Bancshares

Michael J. Fitzpatrick

Executive Vice President, Chief Financial Officer

24

35

KPMG

Joseph R. Iantosca

Executive Vice President, Chief Administrative Officer

12

38

BISYS Banking Solutions; Newtrend

LLC; Brooklyn Federal Savings

Joseph J. Lebel

III

Executive Vice President, Chief Lending Officer

10

32

Wachovia Bank N.A.;

First Fidelity 

Mark C. Foley

President, Southern Division

37

Bank of Boston; Patriot National

Bank; Naugatuck Valley Savings

and Loan

•

Substantial insider ownership of 19.4% –

aligned with shareholders’ interests

OceanFirst Bank ESOP 6.2%

Directors & Senior Executive Officers 8.0%

Director and Proxy Officer Stock Ownership Guidelines

OceanFirst Foundation 5.2%

From April 26, 2016 Proxy Statement, adjusted for Cape Bancorp acquisition on May 2, 2016.

6

-

Deep Bench of Experienced Executives

7

Name

Position

# of Years

at OCFC

# of Years

In Banking

Previous

Experience

Steven J. Tsimbinos

Executive Vice President, General Counsel

6

22

Thacher

Proffit

&

Wood; Lowenstein

Sandler PC

David R. Howard

First Senior Vice President, Chief Risk Officer

3

26

Guggenheim

Partners;

GE Capital

Margaret Lanning

First Senior Vice President, Chief Credit Officer

1

38

Wells Fargo Bank,

N.A.;

Wachovia Bank

Gary S. Hett

Senior Vice President, Director of Human Resources

3

43

Patriot National

Bancorp;

Dime Community

Bancshares

Angela Ho

Senior Vice President, Principal Accounting Officer

-

10

Northfield Bank;

Signature Bank;

KPMG

Strategic Focus

8

I.

Organic Commercial Loan and Core Deposit Growth

•

Grew commercial loans (excluding acquired loans) from $533 million at

December 31, 2012 to $922 million at September 30, 2016, 15.7% CAGR

•

Grew low cost core deposits (excluding acquired deposits) from $1,493 million

(0.15% cost) at December 31, 2012 to $1,803.5 million (0.13% cost) at

September 30, 2016

II.

Opportunistic Acquisitions of Local Community Banks

Target

Closing Date

Transaction

Value

Total Assets

Colonial American Bank

July

31,

2015

$

12

million

$

142

million

Cape Bancorp

May

2,

2016

$196

million

$1,518

million

Ocean Shore Holding Co.

November 30, 2016

(pending)

$146

million

$1,097

million

Weighted average

(1)

:  Price/Tangible Book Value 135%; Core Deposit Premium 4.5%

(1)

At time of announcement.

Strategic Focus (Continued)

9

III.

Conservative Risk Management

•

Credit Risk

Reduced non-performing loans from $43.4 million (2.8% of loans) at December 31,

2012 to $16.5 million (0.54% of loans) at September 30, 2016

Strong

credit

culture

–

no

non-performing

commercial

loans

originated

in

the

past

five

years

•

Interest Rate Risk

Grew non-interest bearing deposits (excluding acquisitions) by $65 million in 2016, or

26% annualized; core deposits (all deposits except time deposits) are 85.8% of total

deposits at September 30, 2016

•

Regulatory/Compliance Risk

Regulatory approvals received for three acquisitions in a timely manner

Outstanding CRA rating received October 2015

Total

Shareholder

Return

December

31,

2012

to

October

31,

2016

–

67%,

14.3%

CAGR

Highlights –

2016

10

•

Completed the acquisition of Cape Bancorp on May 2, 2016, which added $1.5 billion

to assets, $1.2 billion to loans, and $1.2 billion to deposits

Added highly experienced banking executive as Southern Division President to maintain

local decision-making and strong oversight

•

Announced Ocean Shore Holding Co. acquisition (NASDAQ: OSHC) on July 13, 2016,

valued at approximately $146 million; received regulatory approval on October 27,

2016; closing expected November 30, 2016

Third Quarter

•

Increased quarterly dividend 15%, from $0.13 per share to $0.15 per share

•

Core

EPS

of

$0.40

(1)

,

a

25%

increase

from

$0.32

(1)

in

Q3

2015

11.9% ROTE

(1)

& 1.00% ROA

(1)

Net interest margin was 3.56% in Q3 2016, an increase from 3.24% in Q3 2015

•

Strong deposit funding with an annualized third quarter growth rate of 14.8%, a loan to

deposit ratio of 91.1% and an average cost of deposits of just 0.25%

•

Completed successful integration of Cape’s core systems providing for realization of

additional cost savings entering the first quarter of 2017

•

Reduced credit risk through the sale of high risk loans, including the entire SBA

portfolio

(1)

Amounts

and

ratios

exclude

merger

related

expenses

11

Branch Map

1 

Valuation metrics as of announcement date, July 13, 2016.

2 

Financial highlights as of or for the quarter ended September 30, 2016.

Overview of Ocean Shore Holding Co. Acquisition

Transaction

Summary

Financial

Highlights

Total Assets ($M)

$1,097

ROAA

0.64%

Loans, Net ($M)

$793

ROE

5.91%

Total Deposits ($M)

$857

NIM

3.24%

TCE/ TA

10.4%

Yield on Loans

4.06%

Leverage Ratio

10.6%

Cost of Deposits

0.31%

Total RBC Ratio

21.5%

Efficiency

68%

-

OCFC

Branches  

-

OSHC

Branches

•

Valued at $146 million –

80% stock, 20% cash

Price/TBV –

132%

Core deposit premium –

4.9%

•

Regulatory approvals received October 27, 2016

•

Financially compelling:

Over 5% accretive to EPS in 2018 in

addition to double digit earnings accretion

from Cape

Earnback

of 3.7 years

IRR of approximately 20%

1

2

Favorable Competitive Position

Competing Favorably Against Banking Behemoths and Local Community Banks

Source:  FDIC Summary of Deposits, June 30, 2016

Note:  Market area is defined as counties in Central and Southern New Jersey

Institution

# of

Branches

Dep. In

Mkt.

($000)

TD Bank (Canada)

132

18,749,018

PNC Bank (PA)

143

17,002,556

Wells Fargo (CA)

145

15,802,079

Bank of America

(NC)

123

14,604,095

Santander Bank

(Spain)

81

6,103,973

OceanFirst Bank

# of

Branches

Dep. In Mkt.

($000)

50

3,222,405

Institution

# of

Branches

Dep. In

Mkt.

($000)

Sun

31

1,659,983

Manasquan

8

870,556

Ocean Shore*

11

817,290

First Choice

5

693,069

Sturdy Savings

13

668,769

*OCFC announced acquisition on July 13, 2016

and a target closing on November 30, 2016,

refer to page 11.

OceanFirst

Competitive

Position

Responsive

Flexible

Capable

•

Lending Limit

•

Technology

•

Trust

•

Cash Management

•

Consumer

&

Commercial

Mega Banks

Community Banks

12

Strategic Deposit Composition Transition

Consumer

Commercial

Total

Cost of

Deposits

0.27%

13

0

300

600

900

1,200

1,500

1,800

2,100

2,400

2,700

3,000

3,300

Dec 1996

Dec 2010

Sept 2016

(In Millions)

Non-

Interest

Checking

Interest Checking

WAR 0.16%

MMDA & Savings

WAR 0.13%

Time

Deposits

WAR 1.15%

Non-

Interest

Checking

Interest Checking

MMDA &

Savings

Time

Deposits

MMDA &

Savings

Time Deposits

46%

54%

September 30, 2016

Deposits by Customer

Segment

Strategic Focus on Commercial Lending Drives Business Deposits

Note:  Amounts include repurchase agreements classified as borrowings but offered to local

business relationships

14

6,000

7,000

8,000

9,000

10,000

11,000

12,000

13,000

14,000

$-

$100

$200

$300

$400

$500

$600

$700

$800

Balances (000s)

# Accounts

Online Banking & Bill Pay

In 2015, 40% of depositors used

online banking and

an average of

49,000 bills were paid with online bill

pay service each month.

Check Card

Over 11.6 million transactions processed in

2015. Rewards program promotes usage. 

Launched Card Valet, a personalized

mobile card management app, in 2015.

Full Suite of Technology and Delivery Systems

15

Deposits made by customers via self-service options in June 2016 total $127 million ($1.5 billion annualized).

Corporate Cash Management

Added Remote Deposit Capture

(RDC) in 2007.  In 2015, 297 clients

processed over 875,000 checks

using RDC.

ATM & Interactive Teller (ITM)

Fleet of intelligent ATM terminals provide

technology for continually growing self-

service deposit option.

First ITM deployed in

2014 with more added in 2015 and 2016.

Mobile Banking

Consistently adopting mobile-

centric options.  Currently

offering TouchID, Apple Watch,

and Apple Pay.

Strategic Loan Composition Transition

Investment

CRE(A)

Investment

CRE(A)

Owner-

Occupied

CRE

Owner-

Occupied

CRE

C&I

C&I

Consumer

(Home

Equity)

Residential

Real Estate

Residential

Real Estate

Residential

Real Estate

0

300

600

900

1,200

1,500

1,800

2,100

2,400

2,700

3,000

3,300

Dec 1996

Dec 2010

Sept 2016

(In Millions)

Note (A):  Investment CRE as a percent of risk-based capital is 254% at September 30, 2016.

Consumer

Commercial

16

56%

44%

September 30, 2016

Loans by Customer Segment

Consumer

(Home

Equity)

Credit Underwriting Remains Conservative: Commercial Loan

Production 2015 and 2016

(Dollars in thousands)

Commercial

Loan Originations

Year

Nine Months

Ended

Ended

December 31, 2015

September 30, 2016

Commercial Loan

Portfolio at

September 30, 2016

Amount

$264,385

$180,858

$1,693,489

Weighted average rate

4.16%

4.13%

4.37%

Weighted average debt service coverage

2.0X

2.4X

1.9X

Weighted

average

loan-to-value

(CRE

only)

55%

65%

56%

Weighted

average

risk

rating

(1)

4.5

4.4

4.5

Deposit contribution

$92,367

$4,877

$213,970

Cash management (% utilizing) (excluding

Cape portfolio)

43%

(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.

17

OceanFirst Maintains Conservative CRE Portfolio Relative to Peers

Domestic CRE Loans (Construction, Multifamily & Other Nonfarm Non-residential) to Total Risk Based Capital. Supervisory guideline is 300% of TRBC.

Peers include:  AROW, BMTC, DCOM, FFIC, FISI, FLIC, LBAI, NFBK, ORIT, PGC, SCNB, UVSP and WSFS.

Source: BankRegData.com

18

0

200

400

600

800

1,000

1,200

Peer 1

Peer 2

Peer 3

Peer 4

OceanFirst Bank

Peer 5

Peer 6

Peer 7

Peer Group Average

Peer 8

Peer 9

Peer 10

Peer 11

Peer 12

Peer 13

(%)

CRE to Total Risk Based Capital

September 30, 2016

9/30/2016

9/30/2014

391

1012

254

Highlights –

Risk Management 2016

•

Interest Rate Risk Management

$65 million increase in non-interest bearing deposits (excluding the addition

of Cape deposits) which represent 15.4% of total deposits

Core deposits

(1)

are 85.8% of total deposits, a significant hedge against a

rising rate environment

Slight asset sensitive balance sheet, positioned for rising interest rate

environment

o

Approximately $250 million of excess liquidity in interest-bearing deposits at

September 30, 2016; available for investment in future quarters

•

Credit Risk Management

Sold

three

loan

pools

with

high

risk

characteristics

-

residential

mortgage –

63 loans, $8.7 million; SBA –

72 loans, $10.0 million; commercial –

58 loans, $22.4 million

Currently re-grading the Cape loan portfolio using OceanFirst Bank’s risk

rating scale

(1)

Core deposits are all deposits except time deposits.

19

Effective Interest Rate Risk Management

Duration

Rate Characteristics

All asset categories

managed with limited

duration

At September 30, 2016

20

Term Borrowings Extended as Interest Rate Hedge

0.00

10.00

20.00

30.00

40.00

50.00

60.00

70.00

80.00

90.00

2016

2017

2018

2019

2020

2021

Maturity Periods

TOTAL

$251.0MM

1.75% AVG. COST

At September 30, 2016

21

0.00%

0.20%

0.40%

0.60%

0.80%

1.00%

0.00%

0.50%

1.00%

1.50%

2.00%

2.50%

3.00%

3.50%

2011

2012

2013

2014

2015

9/30/2016

Residential

Consumer

Commercial Real Estate

Commercial

Net Charge-Offs

2.80%

2.88%

1.06%

0.91%

0.54%

Credit Metrics Reflect Conservative Culture

(1)

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 2016 is annualized.

Half of the net

charge-offs relate

to the sale of three

high risk loan pools

No non-performing

commercial loans

were originated

within the past 5

years

(1)

22

2.77%

Charged-off loans and lease financing receivables debited to the allowance for loan and lease losses divided by average loans outstanding.

Peers include:  AROW, BMTC, DCOM, FFIC, FISI, FLIC, LBAI, NFBK, ORIT, PGC, SCNB, UVSP and WSFS.

Source: BankRegData.com

OceanFirst Average Charge-Offs Since 2011

Are 14% Below Peer Average

23

0.36%

0.31%

3.93%

0.48%

0.0%

0.5%

1.0%

1.5%

2.0%

2.5%

3.0%

Peer 13

Peer 12

Peer 11

Peer 10

Peer 9

Peer Group Average

Peer 8

OceanFirst Bank

Peer 7

Peer 6

Peer 5

Peer 4

Peer 3

Peer 2

Peer 1

Average

Maximum

Charge-Offs / Average Loans Outstanding

YE 2011 –

3Q16

Net Interest Margin

Expanded Net Interest Margin to Outperform both Historical Level and Peer Group

Historical Average (1996 –

2015) Net Interest Margin (3.28%)

Q3 consolidated

NIM at 3.56%

includes 17 BP

of net accretable

yield from

purchase

accounting

adjustments and

prepayment fees

OceanFirst Bank:  6 consecutive quarters of expansion

Peers:  9 consecutive quarters of decline prior to 9/30/16

24

3.15

3.25

3.35

3.45

3.55

3.65

OceanFirst Bank

Peers

3.56

3.28

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

9/30/16 (Annualized)

Fees and Service Charges

Gain on Sale of Loans

BOLI

BankCard Services

Wealth Management/Investment Services

Other

$2.5M

$19.9M

Targeted

Growth

Areas

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

25

Generating Consistent Attractive Returns

7.0%

8.0%

9.0%

10.0%

11.0%

12.0%

13.0%

2009

2010

2011

2012

2013

2014

2015

9/30/16

Annualized

0.70%

0.80%

0.90%

1.00%

1.10%

Return on Tangible Equity

Return on Assets

(1)

(2)

(2)

26

10.6%

0.94%

Q3 2016

Core

(2)

ROA –

1.00%

ROTE –

11.90%

(1)

For 2013, excludes after-tax impact of $3.1 million in non-recurring charges related to strategic advance restructuring and branch consolidation.

(2)

For 2015 and 2016, excludes merger related expenses.  For 2016, also excludes Federal Home Loan Bank prepayment fee and loss on sale

of investment securities.

Accelerating EPS Growth

27

(1)

For 2013, excludes after-tax impact of $3.1 million in non-recurring charges related to strategic advance restructuring and branch consolidation.

(2)

For 2015 and 2016, excludes merger related expenses.  For 2016, also excludes Federal Home Loan Bank prepayment fee and loss on sale

of investment securities.

2016

(2)

(Annualized)

Prudently Managing Excess Capital in Near Term

Notes:  Stock Repurchases –

$15.32 Average Cost per Share.

In Q4 2015 and 2016, stock repurchases suspended as capital was

allocated to Cape Bancorp acquisition.

28

Increased Quarterly

Dividend by 15%, from

$0.13 per share to $0.15

per share

Why OCFC…?

•

Fundamental franchise value

•

Preeminent community bank in Central and Southern New Jersey

•

Superior deposit profile

•

Significant commercial loan growth since December 2012; current focus on recent

portfolio integrations

•

Conservative credit culture

•

Solid financial performance

•

Consistent attractive returns

•

Strong balance sheet and capital base

•

Seasoned and effective management team

•

Substantial

insider

ownership

–

aligned

with

shareholders’

interests

•

Fully capable of executing on 5-year growth plan

29

Attractive Valuation Metrics

Valuation

Price / Tang. Book Value

163%

183%

Price / LQA EPS

15.6x

17.2x

Price / Estimated 2016 EPS

15.0x

16.8x

Price / 2017 Estimated EPS

13.5x

14.9x

Core Deposit Premium

7.0%

11.1%

Cash Dividend Yield

2.7%

2.6%

OCFC

Peers

(1)

1)

Peers include:  AROW, BMTC, DCOM, FFIC, FISI, FLIC, LBAI, NFBK, ORIT, PGC, UVSP and WSFS

Note: Financial data as of the most recent period available; market data as of November 10, 2016;

OCFC stock price of $21.87.

Source:  Sandler O’Neill

30

Appendix

31

OceanFirst Financial Corp. –

Analyst Coverage

APPENDIX 1

Company

Analyst

Recommendation

Price

Target

Keefe Bruyette

& Woods

Collyn

Gilbert

Outperform

$23.00

Sandler O’Neill & Partners

Frank Schiraldi

Buy

$22.00

Piper Jaffray

Matt Breese

Overweight

$22.00

FIG Partners

David Bishop

Outperform

$23.00

Investor Relations Contacts

Christopher D. Maher

President and Chief

Executive Officer

732-240-4500 Ext. 7504

cmaher@oceanfirst.com

Michael Fitzpatrick

Executive Vice President and Chief Financial Officer

732-240-4500 Ext. 7506

mfitzpatrick@oceanfirst.com

Jill Hewitt

Senior Vice President/Investor Relations Officer

732-240-4500 Ext. 7513

jhewitt@oceanfirst.com

32

Market Demographics

Central

New Jersey

(1)

Southern

New Jersey

(2)

Philadelphia

Metro

(3)

Total Bank Offices in Market

864

508

848

Total Bank Deposits in Market

$87.3 billion

$38.0 billion

$93.7 billion

Number of OceanFirst Offices

28

22

% of OceanFirst

Deposits

62

38

Market Rank

11

8

Market Share (%)

2.3

3.2

Population

2,442,000

1,838,000

3,029,000

Projected 2017-2022

Population Growth (%)

7.0

2.6

4.5

Deposit

and demographic data as of June 30, 2016.

Source:  SNL Financial

Notes:

1 –

Includes Monmouth, Ocean, Middlesex and Mercer counties, New Jersey

2 –

Includes Burlington, Atlantic, Cape May, Camden, Gloucester, Salem and Cumberland counties, New Jersey

3 –

Includes Philadelphia, Bucks and Montgomery counties, Pennsylvania

APPENDIX 2

Expansion

opportunity

33

Commercial Portfolio Metrics

APPENDIX 3

Commercial Real Estate (CRE)

Owner-Occupied

Investor

Total

$   493.2 million

1,014.7

million

$1,507.9 million

%

of Total Loan Portfolio

49.6%

Average Size of CRE Loans

$764,000

Largest CRE Loan

$16.6 million

Pipeline as of September 30, 2016

$42.4 million

Weighted Average Yield

4.17%

Weighted Average Repricing

Term

4.9 years

Commercial Loans (C&I)

Total

Portfolio

$185.6 million

%

of Total Loan Portfolio

6.1%

Average Size of Commercial Loans

$299,000

Largest Commercial Loan

$12.0 million

Pipeline as of September 30, 2016

$15.5 million

Weighted Average Yield

4.24%

Weighted Average Repricing

Term

3.7 years

Note:  The maximum loan exposure to a single borrower, including CRE and C&I loans,

was $22.4 million.  Legal lending limit of $52 million in loans to one borrower.

34

Commercial Portfolio Segmentation

APPENDIX 3

(Cont’d)

Total Commercial Loan Exposure

by Industry Classification

Arts/Entertainment/

Recreation, 4.1%

Real Estate Investment,

50.3%

Other Services, 2.3%

Retail Trade, 5.1%

Public Administration,

1.7%

Miscellaneous, 6.1%

Manufacturing, 3.0%

Educational Services,

2.7%

Accommodations/ Food

Services, 9.6%

Healthcare, 6.1%

Wholesale Trade, 3.4%

Construction, 5.6%

Real Estate Investment by

Property Classification

Residential

Development, 11.1%

Industrial/

Warehouse, 7.2%

Single Purpose,

6.9%

Miscellaneous, 8.7%

Motel, 6.9%

Multi-Family, 12.9%

Retail Store, 10.0%

Shopping Center, 7.4%

Development, 5.3%

Office, 23.6%

Diversified portfolio provides

protection against industry-

specific credit events.

As of September 30, 2016.

35

Residential Portfolio Metrics

APPENDIX 4

Residential Real Estate

Total Portfolio

$1,096.5 million

% of Total Loan Portfolio

36.1%

Average size of mortgage loans

$198,000

% of loans for second homes

12.2%

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

-

Loans originated during 2016

55%

62%

Portfolio average FICO score

-

Loans originated during 2016

752

760

% of loans outside the New York/New Jersey market

3.3%

As of September 30, 2016, unless otherwise noted.

36

Colonial American Bank Acquisition

•

100% Stock deal, valued at $11.9 million

•

In-Market acquisition supports growth objective

in towns of Middletown and Shrewsbury, NJ

•

Favorable financial terms (adjusted for DTA

realization of $2.3 million)

•

Price/Tangible Book Value of 104%

o

Transaction neutral to OCFC book value

•

Price/Core Deposit Premium of 0.4%

•

Modest execution risk with conservative

assumptions

•

Expected cost saves of 35%, fully realized in 2016

•

Gross credit mark of $2.9 million, 2.4% of loans

•

Effective execution (2015)

•

Announcement –

February 25

•

Regulatory Approvals -

June 17 (68 days following

application)

•

Shareholder Approval -

July 9

•

Closing –

July 31

•

Systems Integration –

October 17 (72 days following

legal closing)

APPENDIX 5

Supports

Retail

Expansion in

High Value

Communities

37

OceanFirst Headquarters

OceanFirst Retail Branches,         

Commercial Loan Production Offices,

and Wealth Management Office

Colonial American Retail Branches

Cape Bancorp Acquisition

•

Creates the preeminent New Jersey based community

banking franchise operating throughout central and

southern New Jersey

•

85% stock and 15% cash, valued at $195 million

•

Favorable financial terms

•

Price/Tangible Book Value of 139%

•

Price/Core Deposit Premium of 4.4%

•

Expected accretion to GAAP EPS of 17% in 2017

•

Expected tangible book value dilution of 7.2%, projected

earnback

of approximately 3.3 years using the cross-over

method and 3.8 years on a simple tangible book value

earnback

calculation

•

Modest execution risk with conservative assumptions

•

Expected cost saves of 33%, fully realized by end of 2016

•

Expected one-time, pre-tax transaction expenses of

$15.5 million

•

Gross credit mark of  $25.5 million, 2.3% of loans

•

Effective execution (2016)

•

Announcement –

January 5

•

Regulatory Approvals –

March 28 (52 days following application)

•

Shareholder Approvals –

April 25

•

Closing –

May 2

•

Systems Integration –

completed October 15

APPENDIX 6

38

OceanFirst Headquarters

OceanFirst Retail Branches,

Commercial Loan Production Offices,

and Wealth Management Office

Cape Bank Retail Branches and

Commercial Loan Offices

39

APPENDIX 7

Atlantic City Exposure

Number

of

Loans

Amount

(000’s)

Percent of

Total Assets

Atlantic City

93

$  36,529

0.9%

Atlantic County

1,134

238,620

5.7%

OceanFirst Bank

(including Cape Bank)

October 31, 2016

Serving Our Communities

•

Recovering

from

Superstorm

Sandy

–

Construction

Financing

2013 –

2015 funded 287 loans = $117.2 million

•

OceanFirst Foundation

As of September 30, 2016, over $30.6 million has been granted to

organizations serving the Bank’s market

Provided $500,000 in grants dedicated to assisting our neighbors after

Superstorm Sandy hit the Jersey Shore in 2012

First foundation established during a mutual conversion to IPO (July 1996)

Completed merger of Cape Foundation into OceanFirst Foundation for

combined assets of $25.5 million at September 30, 2016

APPENDIX 8

40

Client Comments

APPENDIX 9

CHEFS INTERNATIONAL

INC.

Robert Cooper –

President

“The relationship with

OceanFirst goes back before

my tenure, and I was the

true benefactor of that

successful affiliation. 

Whether we request a simple

letter of credit or a

complicated loan, OceanFirst

listens to our needs and

makes it happen.  It’s that

simple.  OceanFirst knows

how to make it happen.”

NATIONWIDE IMAGING

SERVICES INC.

Robert Manetta

–

CEO

“OceanFirst understands

what I need to maintain and

grow my business.  They

have been a banking partner

that responds quickly and

has always been there when

I need them.”

WOODHAVEN LUMBER

& MILLWORK INC.

Alan Robinson &

David

Robinson

–

Owners

“Our relationship with

OceanFirst goes back many

years –

through good

economic times and tough

ones.  Even during the Great

Recession, the bank stood by

us, understood our needs

and helped us reach the

other side.  Our OceanFirst

relationship has contributed

significantly to the growth

and success of our

business.”

ROBEN MFG. CO., INC.

Gary R. Huhn

–

Chief

Operating Officer and

President

“For years, Roben

Mfg. has

relied on OceanFirst Bank’s

expertise for recommending

banking solutions that best

serve our business. 

OceanFirst has enabled us to

meet increased demands

and triple our growth from a

$3 million a year business

into a $9 million a year

business serving the

chemical, petrochemical,

pharmaceutical & food

industries globally.  We look

forward to continuing this

partnership with OceanFirst

through the expansion of our

manufacturing facility in

2016 and beyond.”

41