Edgar Filing: OCEANFIRST FINANCIAL CORP

Free Writing Prospectus

NASDAQ: OCFC

OceanFirst Financial Corp.

John

Garbarino

Chairman,

President

CEO

Vito

Nardelli

Executive

Vice

President

COO

Michael

Fitzpatrick

Executive

Vice

President

CFO

Joseph

Lebel,

III

First

Senior

Vice

President

CLO

INVESTOR PRESENTATION

$50.0 MILLION COMMON STOCK OFFERING

OCTOBER 2009

Filed pursuant to Rule 433

Registration Statement No. 333-160113

October 26, 2009

NASDAQ: OCFC

OceanFirst Financial Corp.

Forward

Looking

Statements:

This presentation contains certain forward-looking statements 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”,

or similar expressions. 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 the subsidiaries include, but are not limited to, changes in interest rates, general

economic conditions, legislative/regulatory changes, monetary and fiscal policies of the U.S. Government,

including

policies

the

U.S.

Treasury

and

the

Board

Governors

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 should be considered in evaluating forward-looking statements

and

undue

reliance

should

not

placed

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.

Read

Registration

Statement

and

Prospectus:

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which

this communication relates. Before you invest, you should read the prospectus in that registration

statement and other documents the issuer has filed with the SEC for more complete information about the

issuer and this offering. You may obtain these documents for free by visiting EDGAR on the SEC Web site

at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will

arrange to send you the prospectus if you request it by calling Sandler O'Neill & Partners, L.P., at (800)

635-6859

Stifel,

Nicolaus

Company,

Incorporated

(888)

231-7226.

NASDAQ: OCFC

Offering Summary

Sandler O'Neill + Partners, L.P.

Stifel, Nicolaus

& Company, Incorporated

Joint Book-Running Managers

Issuer

OceanFirst

Financial Corp.

Offering

Follow-on Common Stock

Gross Proceeds

$50 million

Over-allotment

15%

Exchange / Symbol

NASDAQ Global Select Market / OCFC

Market Capitalization¹

$150 million

Use of Proceeds

General corporate purposes; potential TARP

repayment

Co-Managers

Keefe, Bruyette

& Woods, Inc.

Sterne, Agee & Leach, Inc.

Based on market close on October 23, 2009

NASDAQ: OCFC

Established in 1902 as a state-chartered building and loan association

Our History

Converts to a federal savings and loan association in 1945

Becomes a federally-chartered mutual savings bank in 1989

Converts to public company from a mutual structure on July 2, 1996 with

an issuance of 27.2 million¹

shares to the Bank's eligible depositors,

our

Employee

Stock

Ownership

Plan,

and

the

OceanFirst

Foundation

Announces Central Jersey Bancorp's merger with

OceanFirst

Financial Corp. on May 27, 2009

Split adjusted

NASDAQ: OCFC

Senior Management

Insiders own 35.6% of OceanFirst

Financial Corp.

OceanFirst

Bank ESOP 15.7%

OceanFirst

Foundation 11.3%

Directors & Senior Executive Officers 8.6%

Subject to the closing of the Central Jersey Bancorp transaction

# of

Years

Years in

Name

Position

at OCFC

Banking

Professional Experience

John R. Garbarino

Chairman, CEO, & President

John R. Garbarino has served as Chairman, President and Chief Executive Officer of

OceanFirst Financial Corp. since 1995. He has served in various capacities for OceanFirst

Bank since 1971 and has been a member of the Bank’s senior management since 1979. In

1985, he was elected President and Chief Executive Officer of the Bank. He has been a

member of the Bank’s Board of Directors since 1984 and was appointed Chairman of the

Board in 1989.

Vito R. Nardelli

Chief Operating Officer & Executive Vice President

Vito R. Nardelli has been Executive Vice President, Chief Operating Officer of OceanFirst

Bank since September 2005. He has been employed with the Bank since June 1, 2004. Prior

to that, he had an extensive career of over 30 years in community banking in New Jersey

and also prior experience with First Union Financial Corp., Chase Manhattan Bank, and

Marine Midland Bank. He has also served as Director of Retail Banking for The Trust

Company of New Jersey and, until 2003, as Division President of the Dime Savings Bank of

New Jersey.

Michael J. Fitzpatrick

Chief Financial Officer & Executive Vice President

Michael J. Fitzpatrick has been Executive Vice President and Chief Financial Officer of

OceanFirst Financial Corp. since 1995. He has also been Executive Vice President and Chief

Financial Officer of OceanFirst Bank since 1992, when he joined the firm. Prior to that, he

was with KPMG for 11 years.

Joseph J. Lebel, III

Chief Lending Officer & First Senior Vice President

Joseph J. Lebel III has been First Senior Vice President, Chief Lending Officer of the Bank

since May 2007. Prior to that, he was Senior Vice President of the Bank since he joined the

Bank in April 2006. Before then, he was employed with Wachovia Bank N.A. for

approximately 22 years, most recently as Senior Vice President.

James S. Vaccaro

Executive Vice President¹

James S. Vaccaro has served as the President and Chief Executive Officer and a member of

the Board of Directors of Central Jersey Bancorp since January 2005. He has also served as

CEO of Central Jersey Bank, N.A. since April 2000. Prior to that, he was CFO of the original

Central Jersey Bank & Trust Co. and a Manager of the Asset Services Division of Citibank,

N.A.

NASDAQ: OCFC

Fundamental Franchise and Shareholder Value

Investment Merits

Superior Market Demographics

Strong Credit Metrics

Strong Commercial Banking Platform with Solid Core Deposits

Significant Market Opportunities

Proven Business Model

Attractive Valuation

NASDAQ: OCFC

OCFC –

CJBK Transaction Summary

Exchange Ratio

Fixed at 0.500 OCFC shares for each CJBK share

Transaction Value¹

$68.4 million, or $7.12 per share

Estimated Cost Saves

37.5% of CJBK's

operating expenses

Board Representation

Two board seats to CJBK -

total of 10 directors

Expected Closing

Fourth quarter 2009

Pre-tax loan mark-to-market credit adjustment -

$16.7 million

$8.7 million in current CJBK reserves

Additional $8.0 million fair value credit adjustment

Based on market close on May 26, 2009

NASDAQ: OCFC

Pro-Forma Financials

Includes acquisition accounting adjustments

Capital raise estimates are net of underwriting spread and estimated fixed expenses

Data as of September 30, 2009

Source: Company Management

Dollars in thousands

September 30, 2009

Pro Forma

Capital

Pro Forma

OCFC

CJBK

w/ CJBK¹

Raise²

w/ Capital Raise

Balance Sheet

Assets:

$1,873,003

$577,673

$2,458,934

$46,900

$2,505,834

Net Loans:

1,622,531

371,529

1,987,331

Deposits:

1,357,909

459,827

1,819,507

Common Equity:

128,827

46,556

179,985

46,900

226,885

Capital

TCE Ratio:

6.88%

7.72%

8.38%

Total Risk-Based Ratio:

14.44

14.23

13.67

Asset Quality

NPAs/Assets:

1.32%

3.65%

1.83%

NPLs/Loans:

1.44

5.55

2.21

Reserves/NPLs:

58.2

41.1

50.1

Reserves/Loans:

0.83

2.28

1.11

Pro Forma OceanFirst

will be well-capitalized

NASDAQ: OCFC

Pro-Forma Branch Map

OCFC

CJBK

Source: SNL Financial

NASDAQ: OCFC

OCFC –

CJBK Transaction Highlights

Natural expansion of OceanFirst’s

presence along coastal area of New

Jersey in adjacent, affluent market

Central

Jersey

footprint

one

that

OceanFirst

would

seek

replicate

Positions pro-forma company as 7

largest publicly traded banking institution

headquartered in New Jersey and enhances the Company’s community bank

franchise

Accretive to OCFC’s

2010 operating earnings per share

Internal rate of return meets the Company’s objectives

Diversifies loan portfolio

Improves funding mix with reduced reliance on wholesale funding

Low integration risk

Opportunities for additional earnings accretion not factored into current

transaction modeling

NASDAQ: OCFC

Deposit Market Share

Source: SNL Financial

June 30, 2009

# of

Dep. in Mkt.

Mkt. Shr.

Dep. in Mkt.

Mkt. Shr.

Rank

Institution (ST)

Branches

($000)

(%)

($000)

(%)

Ocean, NJ

Hudson City Bancorp Inc. (NJ)

2,375,136

18.71

1,938,596

16.54

Wells Fargo & Co. (CA)

2,099,640

16.54

2,270,568

19.37

Toronto-Dominion Bank

1,760,300

13.87

1,741,299

14.86

Banco

Santander S.A.

1,485,578

11.70

1,404,152

11.98

Bank of America Corp. (NC)

1,293,891

10.19

1,007,417

8.60

Pro Forma

1,196,730

9.42

OceanFirst

Financial Corp. (NJ)

1,179,785

9.29

1,146,744

9.78

Investors Bancorp Inc. (MHC) (NJ)

602,140

4.74

549,695

4.69

PNC Financial Services Group (PA)

463,303

3.65

420,931

3.59

Sun Bancorp Inc. (NJ)

228,140

1.80

223,633

1.91

Shore Community Bank (NJ)

190,051

1.50

176,034

1.50

Central Jersey Bancorp (NJ)

16,945

0.13

16,876

0.14

Total For Institutions In Market

195

12,693,674

11,719,863

Monmouth, NJ

Wells Fargo & Co. (CA)

2,686,793

15.85

2,702,389

18.31

Bank of America Corp. (NC)

2,060,243

12.16

1,431,533

9.70

Banco

Santander S.A.

2,003,325

11.82

1,906,995

12.92

Toronto-Dominion Bank

1,651,489

9.74

1,614,233

10.94

Investors Bancorp Inc. (MHC) (NJ)

1,621,553

9.57

1,114,955

7.55

Hudson City Bancorp Inc. (NJ)

1,472,376

8.69

1,144,465

7.75

PNC Financial Services Group (PA)

1,204,067

7.10

1,126,517

7.63

JPMorgan Chase & Co. (NY)

636,649

3.76

533,190

3.61

Pro Forma

573,789

3.38

Provident Financial Services (NJ)

429,914

2.54

367,252

2.49

Central Jersey Bancorp (NJ)

427,781

2.52

389,287

2.64

OceanFirst

Financial Corp. (NJ)

146,008

0.86

141,176

0.96

Total For Institutions In Market

277

16,948,042

14,757,999

June 30, 2008

NASDAQ: OCFC

Market Demographics

3.3

34,501

5.4

79,468

2.2

795,633

0.3

2.9

Middlesex

4.9

40,189

5.9

83,164

1.8

646,088

3.4

31.5

Monmouth

4.5

4.2

2.3

Projected 2009-2014 Per

Capita Income Growth (%)

4.1

5.6

11.6

Projected 2009-2014 Median

Household Income Growth

(%)

4.6

1.7

4.9

Projected 2009-2014

Population Growth (%)

27,277

34,433

29,404

Per Capita Income ($)

54,719

281,421,906

National

72,809

8,834,947

New Jersey

60,787

Median Household Income ($)

575,822

Population

9.4

Market Share (%)¹

Market

Rank¹

65.6

Ocean

Pro forma for Central Jersey acquisition

Data as of June 30, 2009

Source: SNL Financial

OceanFirst

Deposits¹

NASDAQ: OCFC

Loan Composition

Cons. &

Other

17.4%

1-4 Family

0.7%

C&I

11.0%

Constr.

4.4%

CRE &

Multifam.

66.5%

Cons. &

Other

13.2%

1-4 Family

59.5%

C&I

4.2%

Constr.

0.6%

CRE &

Multifam.

22.5%

Cons. &

Other

14.0%

1-4 Family

48.4%

C&I

5.5%

Constr.

1.3%

CRE &

Multifam.

30.8%

Dollars in thousands

OceanFirst Financial Corp.

Central Jersey Bancorp

Pro Forma

1-4 Family

$974,117

59.5%

1-4 Family

$2,625

0.7%

1-4 Family

$976,742

48.4%

CRE & Multifamily

$368,063

22.5%

CRE & Multifamily

$252,696

66.5%

CRE & Multifamily

$620,759

30.8%

Construction

$10,696

0.6%

Construction

$16,681

4.4%

Construction

$27,377

1.3%

C&I

$68,617

4.2%

C&I

$41,599

11.0%

C&I

$110,216

5.5%

Consumer & Other¹

$217,050

13.2%

Consumer & Other¹

$66,115

17.4%

Consumer & Other¹

$283,165

14.0%

TOTAL

$1,638,543

100.0%

TOTAL²

$379,716

100.0%

TOTAL

$2,018,259

100.0%

MRQ Yield on Loans

5.53%

MRQ Yield on Loans

5.54%

MRQ Yield on Loans

5.53%

Mostly home equity lines and loans

Total excludes origination revenue

Data as of September 30, 2009

Source: Company Management

NASDAQ: OCFC

Deposit Composition

Jumbo CDs have an account balance of $100,000 or greater

Data as of September 30, 2009

Source: Company Management

Non-Interest

Bearing

8.2%

Jumbo CDs¹

5.0%

Retail CDs

18.8%

Money

Market, Now

& Savings

68.0%

Non-Interest

Bearing

17.7%

Jumbo CDs¹

20.6%

Retail CDs

15.9%

Money

Market, Now

& Savings

45.8%

Non-Interest

Bearing

10.6%

Jumbo CDs¹

8.9%

Retail CDs

18.1%

Money

Market, Now

& Savings

62.4%

Dollars in thousands

OceanFirst Financial Corp.

Central Jersey Bancorp

Pro Forma

Non-Interest Bearing

$111,257

8.2%

Non-Interest Bearing

$81,223

17.7%

Non-Interest Bearing

$192,480

10.6%

Money Market, Now & Savings

$923,942

68.0%

Money Market, Now & Savings

$210,671

45.8%

Money Market, Now & Savings

$1,134,613

62.4%

Retail CDs

$255,082

18.8%

Retail CDs

$73,138

15.9%

Retail CDs

$328,220

18.1%

Jumbo CDs¹

$67,628

5.0%

Jumbo CDs¹

$94,795

20.6%

Jumbo CDs¹

$162,423

8.9%

TOTAL

$1,357,909

100.0%

TOTAL

$459,827

100.0%

TOTAL

$1,817,736

100.0%

MRQ Cost of Int. Bearing Dep.

1.35%

MRQ Cost of Int. Bearing Dep.

1.79%

MRQ Cost of Int. Bearing Dep.

1.45%

NASDAQ: OCFC

Historical Deposit Composition

Dollars in thousands

December 31,

% of

% of Total

September 30,

Total

2007

Deposits

2008

Deposits

2009

Deposits

OCFC

Non-Interest Bearing

$103,656

8.1%

$97,278

7.7%

$111,257

8.2%

MMDA, NOW & Savings

726,048

56.5%

809,486

63.5%

923,942

68.0%

Retail CDs

355,572

27.7%

291,760

22.9%

255,082

18.8%

Jumbo CDs

98,514

7.7%

75,608

5.9%

67,628

5.0%

Core Deposits¹

829,704

64.6%

906,764

71.2%

1,035,199

76.2%

Total Deposits

$1,283,790

$1,274,132

$1,357,909

CJBK

Non-Interest Bearing

$73,955

18.3%

$75,947

18.1%

$81,223

17.7%

MMDA, NOW & Savings

187,354

46.5%

190,475

45.5%

210,671

45.8%

Retail CDs

80,587

20.0%

78,949

18.9%

73,138

15.9%

Jumbo CDs

61,394

15.2%

73,444

17.5%

94,795

20.6%

Core Deposits¹

261,309

64.8%

266,422

63.6%

291,894

63.5%

Total Deposits

$403,290

$418,815

$459,827

Core deposits defined as total deposits less all time deposits

Source: Company Management

NASDAQ: OCFC

Asset Quality Metrics

OceanFirst Financial Corporation

December 31,

Nine Months Ended

2006

2007

2008

September 30, 2009

Total NCOs / Total Average Loans (%)¹

0.02

0.03

0.12

Total Net Chargeoffs / (Recoveries) ($000)

372

470

578

1,485

NPLs / Loans (%)

0.25

0.52

0.97

1.44

NPAs / Assets (%)

0.23

0.48

0.92

1.32

Reserves / NPLs (%)

226.3

119.8

72.7

58.2

Central Jersey Bancorp

December 31,

Nine Months Ended

2006

2007

2008

September 30, 2009

Total NCOs / Total Average Loans (%)¹

0.14

0.00

0.15

Total Net Chargeoffs / (Recoveries) ($000)

446

(14)

573

NPLs / Loans (%)

0.03

0.07

0.75

5.55

NPAs / Assets (%)

0.02

0.04

0.45

3.65

Reserves / NPLs (%)

3,548.4

1,592.5

176.3

41.1

September 30, 2009 data annualized

Source: Company Management

NASDAQ: OCFC

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%

12.0%

14.0%

2006

2007

2008

MRQ

3/31/09

MRQ

3/31/09

MRQ

9/30/09

OCFC

CJBK²

Profitability Ratios

Central Jersey Non-Interest Income / Average Assets data for 2007 not meaningful

Central Jersey ROAA & ROAE data for the quarter ended June 30, 2009 not meaningful given goodwill write-off

Source: Company Management

0.0%

0.2%

0.4%

0.6%

0.8%

1.0%

1.2%

2006

2007

2008

MRQ

3/31/09

MRQ

6/30/09

MRQ

9/30/09

OCFC

CJBK²

2.5%

2.7%

2.9%

3.1%

3.3%

3.5%

3.7%

3.9%

2006

2007

2008

MRQ

3/31/09

MRQ

6/30/09

MRQ

9/30/09

OCFC

CJBK

ROAA

ROAE

Net Interest Margin

Non-Interest Income / Average Assets

0.0%

0.2%

0.4%

0.6%

0.8%

1.0%

1.2%

1.4%

1.6%

2006

2007

2008

MRQ

3/31/09

MRQ

6/30/09

MRQ

9/30/09

OCFC

CJBK¹

NASDAQ: OCFC

Attractive Valuation Metrics

OCFC

Pro Forma

w/ CJBK

Peers¹

$150mm

10.1x

8.9x

116%

$207mm

128%

115%

Valuation

Price / Book Value

108%

Price / Tang. Book Value

147%

Price / LQA EPS

14.5x

Price / Estimated EPS

14.9x

Market Capitalization

$164mm

Peers include: ALNC, CNBC, DCOM, FFIC, HUVL, LBAI, PBNY, PGC, SMTB, STBC, STL, SUBK, and TRST

Note: Financial data for the period ended September 30, 2009; Incorporates $12.06 share price as of October 23, 2009

Source: Company Management

NASDAQ: OCFC

Why OCFC…?

Fundamental franchise value

Experienced

management

team

–

experience

difficult

credit

cycles

Attractive branch footprint with strong core deposit base

Growth opportunities in attractive markets

Conservative credit culture and profile

Positioned for value creation

Proven business model

Strong commercial banking platform

Attractive Valuation

NASDAQ: OCFC

OceanFirst Financial Corp.

INVESTOR PRESENTATION

$50.0 MILLION COMMON STOCK OFFERING

OCTOBER 2009