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): January 16, 2019

OCEANFIRST FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

110 West Front Street, Red Bank, New Jersey 07701

(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:

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.  ☐

As previously announced, OceanFirst Financial Corp., a Delaware corporation (“OceanFirst”), entered into an Agreement and Plan of Merger, dated as of October 25, 2018 (the “Merger Agreement”), with Capital Bank of New Jersey, a New Jersey chartered commercial bank (“Capital Bank”), and OceanFirst Bank, National Association, a wholly-owned subsidiary of OceanFirst (“OceanFirst Bank”). Pursuant to the terms and subject to the conditions of the Merger Agreement, Capital Bank will merge with and into OceanFirst Bank, with OceanFirst Bank as the surviving bank (the “Merger”). The proposed Merger is described in the proxy statement/prospectus that was filed by OceanFirst with the Securities and Exchange Commission on December 14, 2018 in connection with the Merger (the “Proxy Statement/Prospectus”). On or about December 20, 2018, Capital Bank mailed the Proxy Statement/Prospectus to its stockholders in connection with the special meeting of its stockholders being held on January 23, 2019 at which its stockholders will consider and vote upon, among other things, a proposal to approve the Merger Agreement and the Merger. This Current Report on Form 8-K provides certain additional information regarding the Merger.

OceanFirst, along with Capital Bank and members of the Capital Bank board of directors, have been named as defendants in a putative class action lawsuit filed by alleged stockholders of Capital Bank in the Superior Court of New Jersey, Cumberland County, Law Division, captioned Paul Parshall v. Capital Bank of New Jersey, et al., Docket No. CUM-L 000020-19 (the “Parshall Action”). The Parshall Action alleges, among other things, that the Proxy Statement/Prospectus omitted material information about the proposed Merger.

OceanFirst and Capital Bank believe that the Parshall Action is without merit and that no further disclosure is required to supplement the Proxy Statement/Prospectus under any applicable rule, statute, regulation or law. However, to avoid the costs, risks and uncertainties inherent in litigation, OceanFirst and Capital Bank have determined that they will voluntarily make certain supplemental disclosures related to the proposed Merger set forth below. The following supplemental disclosure was provided to OceanFirst by Capital Bank. Nothing in this Current Report on Form 8-K shall be deemed an admission of the legal necessity or materiality under applicable law of any of the disclosures set forth herein.

Supplemental Disclosures

The following materials supplement the statements contained in the Proxy Statement/Prospectus and should be read in conjunction with those statements in their entirety. To the extent the information set forth herein differs from or updates information contained in the Proxy Statement/Prospectus, the information set forth herein shall supersede or supplement the information in the Proxy Statement/Prospectus. Terms used below and defined in the Proxy Statement/Prospectus have the meanings given to such terms in the Proxy Statement/Prospectus.

The foregoing results of the Select Transaction Analysis were derived from the information set forth on the following tables:

National group

Regional group

Performance group

The “street” estimates of OceanFirst referenced above were based on analyst consensus and on discussions with OceanFirst and OceanFirst’s advisors regarding the reasonableness of these estimates. The chart below sets forth the consensus “street” estimates of OceanFirst that were considered by Boenning. In addition, based on discussions between Boenning, on the one hand, and OceanFirst and its advisors, on the other hand, Capital Bank management provided guidance for the use of an 8% assumed long-term growth rate to calculate projected net income of OceanFirst for the fiscal years ending December 31, 2021 and beyond.

In addition, as described above, in rendering its opinion to the board of directors of Capital Bank, Boenning considered estimates regarding relevant pro forma financial impact of the merger on OceanFirst (including, without limitation, the cost savings and related expenses expected to result or be derived from the merger). These estimates regarding the relative pro forma financial impact of the merger were as follows:

The terminal per share values of $43.58 and $39.61 for Capital Bank were calculated by applying the ranges of price-to-core earnings per share and price-to-tangible book value multiples discussed above to Capital Bank terminal year core earnings per share and the terminal year tangible book value. Both of these multiples are widely accepted valuation multiples in the banking industry. The 2023 earnings multiples ranges discussed above, as well as the tangible book value ratio ranges discussed above, are based on the median core earnings per share and tangible book value multiples, respectively, discussed above under the heading Capital Bank Selected Companies Analysis. The following inputs were used to determine the discount rate of 13.0% discussed above:

Certain Financial Projections and Forecasts

Neither OceanFirst nor Capital Bank publicly discloses, as a matter of course, forecasts or internal projections as to its future performance, earnings, financial condition or other results due to, among other things, the uncertainty of the underlying assumptions and estimates. However, each of OceanFirst and Capital Bank provided certain nonpublic unaudited prospective financial information to Boenning, in its capacity as Capital Bank’s financial advisor. These projections were utilized by Boenning in conducting certain financial analyses performed in connection with the section of this proxy statement/prospectus entitled “—Opinion of Boenning & Scattergood, Inc., Capital Bank’s Financial Advisor” (including its net present value analysis of Capital Bank).

This nonpublic unaudited prospective financial information was not prepared for the purposes of, or with a view toward, public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information, published guidelines of the SEC regarding forward-looking statements or GAAP.

This nonpublic unaudited prospective financial information is subject to the limitations set forth under the caption “Cautionary Statement Regarding Forward-Looking Statements” in this proxy statement/prospectus, and should not be regarded as an indication that OceanFirst, Capital Bank, their respective boards of directors, or Boenning considered, or now consider, this information to be necessarily predictive of actual future results. In addition, this information represents an evaluation by OceanFirst management or Capital Bank management, as applicable, at the time it was prepared regarding the future financial performance of OceanFirst and Capital Bank, as applicable, and without reference to the proposed merger or transaction-related costs or benefits. No assurances can be given that this information and the underlying assumptions are reasonable or that if it had been prepared as of the date of this document, similar assumptions would be used. In addition, this information may not reflect the manner in which OceanFirst would operate Capital Bank’s business after the merger.

OceanFirst management believes the forecasts that it provided were prepared in good faith and on a reasonable basis based on the best information available to OceanFirst management at the time of their preparation, and Capital Bank management believes the forecasts were prepared in good faith and on a reasonable basis based on the best information available to Capital Bank management at the time of their preparation. The financial projections, however, are not actual results and should not be relied upon as being indicative of actual future results. Neither OceanFirst, Capital Bank nor any of their respective affiliates, advisors, officers, directors or representatives gives any assurance, and they make no representation, that actual results will not differ from these financial projections. No independent registered public accounting firm has examined, compiled or performed any procedures with respect to these financial projections and no independent registered public accounting firm expresses an opinion or any other form of assurance with respect thereto. The summary of these financial projections is not being included in this proxy statement/prospectus to influence a Capital Bank stockholder’s decision whether to vote in favor of the merger proposal. OceanFirst is disclosing these financial projections solely because portions of them were used in Boenning’s financial analyses and considered by the Capital Bank board of directors in evaluating the merger.

The projections should be viewed merely as financial possibilities and not as a prediction of future performance. The financial projections summarized below reflect various estimates and assumptions made by OceanFirst or Capital Bank, as applicable, all of which are difficult to predict and many of which are beyond OceanFirst’s and Capital Bank’s control:

Capital Bank Estimates

Capital Bank Earnings Estimates

As described in the section of this proxy statement/prospectus entitled “The Merger—Opinion of Boenning & Scattergood, Inc., Capital Bank’s Financial Advisor,” in rendering its opinion to the board of directors of Capital Bank, Boenning considered the following Capital Bank earnings estimates that were provided by Capital Bank management:

In addition, in rendering its opinion to the board of directors of Capital Bank, Boenning, at the direction of Capital Bank management, applied an assumed long-term growth rate of 8% to calculate projected net income of Capital Bank for the fiscal years ending December 31, 2020 and December 31, 2021.

Net Present Value Analysis

For purposes of the net present value analysis that Boenning performed, as described in the section of this proxy statement/prospectus entitled “The Merger—Opinion of Boenning & Scattergood, Inc., Capital Bank’s Financial Advisor—Capital Bank Net Present Value Analysis,” Capital Bank management provided the following projections to Boenning:

In addition, at Capital Bank’s direction, Boenning considered the following information in connection with its net present value analysis:

In addition, in connection with Boenning’s pro forma financial impact analysis, Capital Bank provided Boenning with the following estimates of Capital Bank as of March 31, 2019:

OceanFirst Estimates

As described in the section of this proxy statement/prospectus entitled “The Merger—Opinion of Boenning & Scattergood, Inc., Capital Bank’s Financial Advisor,” in rendering its opinion to the board of directors of Capital Bank, Capital Bank management provided guidance for the use of an 8% assumed long-term growth rate to calculate projected net income of OceanFirst for the fiscal years ending December 31, 2021 and beyond.

In addition, in connection with Boenning’s pro forma financial impact analysis, OceanFirst’s financial advisor provided Boenning with the following estimates of OceanFirst as of March 31, 2019:

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 thereunto duly authorized.

Dated: January 16, 2019