Investor Presentaiton
Transaction Summary
■ Stock consideration of 60% to 100% and cash consideration of 0% to 40%¹
Transaction ■ $186 million in aggregate consideration², or $10.38 per share²
Consideration
Valuation
Multiples 2,3
Key
Transaction
Assumptions
6
Closing
Stock election consideration of 0.4512 OceanFirst shares for each Partners
share (implied price per share of $10.472)
Cash election consideration of $10.00 per share
■ 146% of TBVPS
■ 17.2x LQA EPS
■ 7.7x LQA EPS assuming fully phased-in cost savings
■ Core deposit premium of 5.1%
■ One-time pre-tax transaction and integration expenses of $20 million
■ Cost savings estimated at 40% of Partners' non-interest expense base
-
Phased-in 50% in 2022 and 100% thereafter
■ Core deposit intangible (CDI) of 0.50% of Partners' non-time deposits. Amortization to
occur over a 10 year period, sum of the years digits method
▪ 1.5% credit mark on Partners gross loans (~$17 million); 25% Non-PCD / 75% PCD
Day 2 CECL reserve of 1.0x non-PCD credit mark
▪ Estimated net fair value of all purchase accounting marks (including the net credit mark
and excluding CDI) of negative ~$17 million
Estimated closing in first half of 2022
Subject to the receipt of required regulatory approvals, receipt of the requisite approval
of Partners shareholders and satisfaction of other customary closing conditions
Key Financial Metrics²
~4%
2022 EPS Accretion
-10%
2023 EPS Accretion
~(4)%
Tangible Book Value Dilution
(1) Partners Bancorp shareholders may elect stock or cash consideration, provided that a maximum of 40% of Partners Bancorp shares may be exchanged for the cash consideration.
~3 years
TBV Earnback (crossover)
~1.13%
Pro Forma 2023 Est. ROAA
8.4%
Pro Forma TE / TA Ratio
(2) Based on Ocean First common stock price of $23.21 as of November 3, 2021; Assumes 80% of Partners Bancorp shares elect the stock consideration and 20% elect the cash consideration.
(3) As of or for the quarter ended September 30, 2021.
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