Oceanfirst Financial Corp 8-K, filed Nov 9, 2022
Oceanfirst Financial Corp (OCFC)
8-K
2022-11-09
For: 2022-11-09
View Original
Added on
April 08, 2026
About this 8-K
Oceanfirst Financial Corp filed this 8-K on November 9, 2022.
Items reported
- Item 1.02: Ended a material agreement
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC
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 9, 2022
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File No.) | (IRS Employer Identification No.) | ||||||||||||
(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 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of each exchange in which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 1.02 Termination of a Material Definitive Agreement.
As previously disclosed, on November 4, 2021, OceanFirst Financial Corp. (“OceanFirst”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Partners Bancorp (“Partners”) and Coastal Merger Sub Corp. (“Merger Sub”). Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, (i) Merger Sub would merge with and into Partners, with Partners as the surviving entity, and (ii) immediately thereafter, Partners would merge with and into OceanFirst, with OceanFirst as the surviving entity.
On November 9, 2022, OceanFirst and Partners entered into a Mutual Termination Agreement (the “Termination Agreement”) pursuant to which, among other things, OceanFirst and Partners mutually agreed to terminate the Merger Agreement and transactions contemplated thereby. Each party will bear its own costs and expenses in connection with the terminated transaction, and neither party will pay a termination fee in connection with the termination of the Merger Agreement. The Termination Agreement also mutually releases the parties from any claims of liability to one another relating to the Merger Agreement and the terminated transaction.
The foregoing descriptions of the Merger Agreement and the Termination Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of (i) the Merger Agreement, which was previously filed as Exhibit 2.1 to OceanFirst’s Current Report on Form 8-K filed on November 4, 2021, and (ii) the Termination Agreement, which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
ITEM 7.01 Regulation FD Disclosure.
On November 9, 2022, OceanFirst and Partners issued a joint press release announcing the termination of the Merger Agreement. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1 and is hereby incorporated by reference.
The information in this Item 7.01 and Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth in such filing.
ITEM 9.01 Financial Statements and Exhibits
| (d) | EXHIBITS | |||||||
| Exhibit No. | Description | |||||||
Mutual Termination Agreement, dated as of November 9, 2022, by and between OceanFirst Financial Corp. and Partners Bancorp | ||||||||
| Joint Press Release, dated November 9, 2022 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
Cautionary Notes on Forward-Looking Statements
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 forward-looking statements may include: implications arising from the termination of the proposed merger; any statements of the plans and objectives of management for future operations, products or services; any statements of expectation or belief; any projections or plans related to certain financial or operational metrics; and any statements of assumptions underlying any of the foregoing. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “seek,” “plan,” “will,” “would,” “could,” “may,” “target,” “outlook,” “estimate,” “forecast,” “project” and other similar words and expressions or negatives of these words. 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 OceanFirst nor Partners Bancorp assumes any duty or obligation (and does not undertake) to update or supplement any forward-looking statements. Because forward-looking statements are, by their nature, to different degrees, uncertain and subject to numerous assumptions, risks and uncertainties, actual results or future events, circumstances or developments could differ, possibly materially, from those that OceanFirst or Partners Bancorp anticipated in its forward-looking statements, and future results and performance could differ materially from historical performance. Factors that could cause or contribute to such differences include, but are not limited to, those included under Item 1A “Risk Factors” in OceanFirst’s Annual Report on Form 10-K, under Item 1A “Risk Factors” in Partners Bancorp’s Annual Report on Form 10-K and those disclosed in OceanFirst’s and Partners Bancorp’s other periodic reports filed with the Securities and Exchange Commission . The list of factors presented here is not, and should not be, considered a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements.
For any forward-looking statements made in this communication or in any documents, OceanFirst or Partners Bancorp claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
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. | ||||||||
| Dated: | November 9, 2022 | /s/ Steven J. Tsimbinos | ||||||
| Steven J. Tsimbinos | ||||||||
| Executive Vice President, General Counsel, and Corporate Secretary | ||||||||
Exhibit 10.1
MUTUAL TERMINATION AGREEMENT
This MUTUAL TERMINATION AGREEMENT (this “Agreement”), dated November 9, 2022, is made by and between OceanFirst Financial Corp., a Delaware corporation (“OCFC”), and Partners Bancorp, a Maryland corporation (“Partners”).
W I T N E S E T H:
WHEREAS, OCFC and Partners entered into that certain Agreement and Plan of Merger, dated November 4, 2021 (as amended, restated, supplemented or otherwise modified, the “Merger Agreement”), by and among OCFC, Partners and Coastal Merger Sub Corp., a Maryland corporation and a direct wholly-owned Subsidiary of OCFC. Any capitalized term used but not defined herein shall have the meaning set forth in the Merger Agreement;
WHEREAS, Section 8.1(a) of the Merger Agreement provides that the Merger Agreement may be terminated at any time prior to the Effective Time by mutual consent in writing of OCFC and Partners in a written instrument, if the Board of Directors of each so determines by a vote of a majority of the members of its entire Board of Directors;
WHEREAS, the Board of Directors of each of OCFC and Partners has determined by a vote of a majority of its members that it is in the best interests of their respective companies and their respective stockholders or shareholders to terminate the Merger Agreement in accordance with the terms hereof; and
WHEREAS, the Effective Time has not occurred as of the date hereof and OCFC and Partners wish to terminate the Merger Agreement, subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties accordingly agree as follows:
Section 1. Termination. In accordance with Section 8.1(a) and Section 8.2 of the Merger Agreement and subject to the terms set forth herein, OCFC and Partners hereby mutually agree to terminate the Merger Agreement effective as of the date hereof and, as a consequence of such termination of the Merger Agreement, effective as of the date hereof, the entire Merger Agreement (including Section 8.2 thereof) shall become void (and there shall be no liability or obligation in respect thereof on the part of OCFC or Partners or any of their respective affiliates or any of its or their respective Representatives); provided that Section 6.2(b) (Access to Information; Confidentiality) and Article IX (General Provisions) of the Merger Agreement and the definitions in the Merger Agreement of capitalized terms to the extent utilized in the foregoing, shall each survive such termination of the Merger Agreement and remain valid and binding obligations of OCFC and Partners in accordance with their terms.
Section 2. Mutual Release; Disclaimer of Liabilities. Except the obligations that shall survive termination as expressly set forth in the proviso of Section 1 hereof, each of OCFC and Partners (each on behalf of itself and its respective affiliates and its and their respective Representatives and stockholders or shareholders) (the “Releasors”) hereby, to the fullest extent permitted by Law, releases and forever acquits and discharges the other party and any of the other party’s affiliates and its and their respective Representatives and stockholders or shareholders (the “Releasees”) from any and all liability, claims, actions, debts, contracts, obligations, causes of action, suits, disputes, joinders, damages, losses, costs, expenses, contributions, judgments and rights, at law, whether known or unknown, in favor of the Releasors, or any of them, that the Releasors, or any of them, ever had, now have or can have or shall or may hereafter have against Releasees, or any of them, with respect to, in connection with, resulting from
or arising out of the Merger Agreement (including the termination thereof) or any of the transactions contemplated thereby, including (a) any breach, inaccuracy, untruth, non-performance or action or failure to act under the Merger Agreement, (b) the performance of, or the events leading to the entry or termination of, the Merger Agreement, including any deliberations or negotiations in connection therewith, (c) the consideration to have been received by Partners’ shareholders in connection with the proposed First-Step Merger, and (d) any SEC filings, public filings, periodic reports, press releases, proxy statements or other statements issued, made available or filed relating, directly or indirectly, to the Merger Agreement or the transactions contemplated thereby.
Section 3. Press Release. The joint press release of OCFC and Partners announcing the termination of the Merger Agreement pursuant hereto is set forth on Exhibit A and will be jointly issued at or around 7:00 a.m., Eastern Time, on November 9, 2022. For a period of two (2) years from and after the date hereof, neither party shall make any public statements regarding the transactions contemplated by the Merger Agreement or the termination of the Merger Agreement, except (a) statements that are consistent with those set forth in such joint press release, (b) as required by Law or the rules or regulations of any United States securities exchange to which the relevant party is subject, in which case, such party shall use its reasonable best efforts to consult with the other party in advance of such release or announcement, or (c) with the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed).
Section 4. Non-Disparagement. Other than as OCFC or Partners may determine in good faith is factually accurate and, based on advice of outside counsel, necessary to (a) respond to any legal or regulatory process or proceeding or (b) give testimony or file any documents in any legal or regulatory proceeding, each of OCFC and Partners (on behalf of itself and its affiliates and its and their respective Representatives) agrees that, for a period of two (2) years from the date hereof, it will not, and will not authorize, induce or knowingly encourage any other person to, directly or indirectly, make any public or private statements or other communications that disparage, denigrate or malign the other party or such other party’s affiliates or its or their respective Representatives.
Section 5. Confidentiality Agreement. Within ten (10) business days of the date hereof, each party shall comply with the return and destruction provisions of paragraph 10 of the Confidentiality Agreement. The parties agree that the Confidentiality Agreement shall expire and cease to have any force or effect on the second (2nd) anniversary of the date hereof.
Section 6. Further Assurances. Each party shall (and shall cause its affiliates and its and their respective Representatives to) cooperate with the other party in taking any actions necessary, proper or advisable under this Agreement and/or Law to effectuate the termination of the Merger Agreement and transactions contemplated thereby.
Section 7. Representation & Warranties. Each party hereby represents and warrants to the other party that (a) such party has full corporate power and authority to execute and deliver this Agreement, (b) the execution and delivery of this Agreement, the termination of the Merger Agreement and consummation of the other transactions contemplated hereby have been duly and validly approved by the Board of Directors of such party, (c) no other corporate proceedings on the part of such party are necessary to approve this Agreement or the termination of the Merger Agreement or to consummate the other transactions contemplated hereby and (d) this Agreement has been duly executed and delivered by such party and assuming due authorization, execution and delivery of this Agreement by the other party, this Agreement is a valid and legally binding obligation, enforceable in accordance with its terms, except as enforceability may be limited by the Enforceability Exceptions.
Section 8. Entire Agreement. With respect to the subject matter hereof, this Agreement embodies the complete agreement of the parties and supersedes any prior understandings, agreements or
representations by or between the parties, written, oral or otherwise, which are related to the subject matter hereof.
Section 9. Miscellaneous. Merger Agreement Sections 9.2 (Expense), 9.3 (Notices), 9.4 (Interpretation), 9.5 (Counterparts), 9.7 (Amendment; Waiver), 9.8 (Governing Law; Jurisdiction), 9.9 (Waiver of Jury Trial), 9.10 (Assignment; Third Party Beneficiaries), 9.11 (Remedies; Specific Performance) and 9.12 (Severability) are hereby incorporated by reference into this Agreement, mutatis mutandis.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their respective officers thereunto duly authorized as of the date first above written.
OCEANFIRST FINANCIAL CORP.
By: /s/ Steven J. Tsimbinos
Name: Steven J. Tsimbinos
Title: Executive Vice President, General Counsel,
and Corporate Secretary
PARTNERS BANCORP
By: /s/ Lloyd B. Harrison, III
Name: Lloyd B. Harrison, III
Title: Chief Executive Officer
EXHIBIT A
Joint Press Release
(see attached)
 |  | |||||||
Exhibit 99.1
PRESS RELEASE
Company Contact:
| For OceanFirst Financial Corp. | For Partners Bancorp | |||||||
| Patrick Barrett | Lloyd B. Harrison | |||||||
| Executive Vice President and | Chief Executive Officer | |||||||
| Chief Financial Officer | Virginia Partners Bank/ | |||||||
| OceanFirst Financial Corp. | Maryland Partners Bank (a division of | |||||||
| 732.240.4500 ext. 7507 | Virginia Partners Bank) | |||||||
| pbarrett@oceanfirst.com | 540.899.2234 | |||||||
FOR IMMEDIATE RELEASE
OCEANFIRST FINANCIAL CORP.
AND PARTNERS BANCORP ANNOUNCE
MUTUAL TERMINATION OF MERGER AGREEMENT
RED BANK, NEW JERSEY, and SALISBURY, MARYLAND November 9, 2022 - OceanFirst Financial Corp. (NASDAQ:OCFC), (“OceanFirst”), the holding company for OceanFirst Bank N.A., and Partners Bancorp (NASDAQ: PTRS) (“Partners”), the parent company of The Bank of Delmarva (and its division, Liberty Bell Bank) headquartered in Seaford, Delaware, and Virginia Partners Bank (and its division, Maryland Partners Bank) headquartered in Fredericksburg, Virginia, jointly announced today they have agreed to terminate the merger agreement announced on November 4, 2021, effective immediately.
The termination was approved by both companies’ boards of directors after careful consideration of the proposed merger and the progress made towards completing the proposed merger. In addition, each party has agreed to bear its own costs incurred to date and no termination fee will apply for either party.
About OceanFirst Financial Corp.
OceanFirst Financial Corp.’s subsidiary, OceanFirst Bank N.A., founded in 1902, is a $12.7 billion regional bank providing financial services throughout New Jersey and the major metropolitan markets of Philadelphia, New York, Baltimore, and Boston. OceanFirst Bank delivers commercial and residential financing, treasury management, trust and asset management, and deposit services and is one of the largest and oldest community-based financial institutions headquartered in New Jersey. OceanFirst Financial Corp.'s press releases are available at http://www.oceanfirst.com.
About Partners Bancorp
Partners Bancorp is the holding company for The Bank of Delmarva and Virginia Partners Bank. The Bank of Delmarva commenced operations in 1896. The Bank of Delmarva’s main office is in Seaford, Delaware and it conducts full service commercial banking through 12 branch locations in Maryland and Delaware, and three branches operating under the name Liberty Bell Bank in the South Jersey/Philadelphia metro market. The Bank of Delmarva focuses on serving its local communities, knowing its customers and providing superior customer service. Virginia Partners Bank, headquartered in Fredericksburg, Virginia was founded in 2008 and has three branches in Fredericksburg, Virginia. In Maryland, Virginia Partners Bank trades under the name Maryland Partners Bank (a division of Virginia Partners Bank) and operates a full-service branch and commercial banking office in La Plata, Maryland and a Loan Production Office in Annapolis Maryland. For more information, visit www.bankofdelmarvahb.com and www.vapartnersbank.com.
Cautionary Notes on Forward-Looking Statements
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 forward-looking statements may include: implications arising from the termination of the proposed merger; any statements of the plans and objectives of management for future operations, products or services; any statements of expectation or belief; any projections or plans related to certain financial or operational metrics; and any statements of assumptions underlying any of the foregoing. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “seek,” “plan,” “will,” “would,” “could,” “may,” “target,” “outlook,” “estimate,” “forecast,” “project” and other similar words and expressions or negatives of these words. 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 OceanFirst nor Partners Bancorp assumes any duty or obligation (and does not undertake) to update or supplement any forward-looking statements. Because forward-looking statements are, by
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their nature, to different degrees, uncertain and subject to numerous assumptions, risks and uncertainties, actual results or future events, circumstances or developments could differ, possibly materially, from those that OceanFirst or Partners Bancorp anticipated in its forward-looking statements, and future results and performance could differ materially from historical performance. Factors that could cause or contribute to such differences include, but are not limited to, those included under Item 1A “Risk Factors” in OceanFirst’s Annual Report on Form 10-K, under Item 1A “Risk Factors” in Partners Bancorp’s Annual Report on Form 10-K and those disclosed in OceanFirst’s and Partners Bancorp’s other periodic reports filed with the Securities and Exchange Commission. The list of factors presented here is not, and should not be, considered a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. For any forward-looking statements made in this communication or in any documents, OceanFirst or Partners Bancorp claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
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