OceanFirst Financial (NASDAQ:OCFC) executives outlined plans to acquire Flushing Financial Corp in an all-stock merger, describing the deal as a strategic acceleration of OceanFirst’s multiyear push into the New York City and Long Island markets.
Deal structure and strategic focus
Chairman and CEO Chris Maher said the companies have entered into a definitive agreement under which Flushing Bank will merge into OceanFirst Bank, with OceanFirst as the surviving entity. Management valued the transaction at approximately $579 million and said the combined company would create a “high-performing regional bank” with expanded reach across Long Island, Queens, Brooklyn, and Manhattan, while complementing OceanFirst’s existing footprint in metro areas including Philadelphia, Boston, Baltimore, and Washington, D.C.
Management framed the Flushing combination as a way to obtain a distribution network and brand presence that would have taken “many years and significant investments” to build organically. Maher said the transaction would rank the combined franchise as number two in the Long Island deposit market among banks with less than $50 billion in assets.
Pro forma size, governance, and capital partner
At closing, OceanFirst expects the combined company to have approximately $23 billion in assets, $17 billion in total loans, $18 billion in total deposits, and about 70 branches.
Maher said he will continue as CEO of the combined holding company. Flushing CEO John Buran is expected to join as non-executive chairman of the board for two years post-closing, after which Maher would resume the role of board chair. The combined board is expected to include 17 directors: 10 from OceanFirst, six from Flushing, and one representative from Warburg Pincus.
OceanFirst also announced a $225 million strategic capital investment from affiliates of Warburg Pincus, contingent on closing. Management said that, upon closing, ownership is expected to be approximately 58% OceanFirst shareholders, 30% Flushing shareholders, and 12% Warburg Pincus.
Financial targets, purchase accounting, and timeline
CFO Pat Barrett said the merger is structured with a fixed exchange ratio of 0.85. The company’s modeling assumes cost savings equal to 35% of Flushing’s non-interest expense, with 50% of the savings phased in during 2026 and 100% thereafter. Barrett said the analysis did not incorporate meaningful savings from real estate actions such as branch closures or material operating locations, though management noted potential longer-term optimization opportunities.
Barrett said pre-tax restructuring charges are expected to total $106 million, or about 18% of the deal value. He also said the restructuring charges include $5 million of charitable contributions intended to cover roughly six years of Flushing’s typical CRA spending.
Management presented longer-term pro forma profitability expectations that included, by 2027, return on average assets of about 1%, return on tangible common equity of about 13%, and a non-interest expense-to-assets ratio of 1.7%. OceanFirst said it expects approximately 16% EPS accretion in 2027, with tangible book value dilution of 6.4% and tangible book value earnback of just over three years. Capital ratios at announcement were presented as a CET1 ratio of 10.8% supported by the Warburg Pincus investment.
Barrett said purchase accounting marks are expected to include both an interest rate mark and a credit mark on acquired loans, and that the company does not expect the transaction to create goodwill. Instead, OceanFirst currently expects to record an estimated $9 million bargain purchase gain. Management anticipates regulatory approval in the first half of 2026 and an expected close during the second quarter of 2026.
Credit, CRE concentration, and balance sheet optimization plans
Maher highlighted Flushing’s historical credit performance, citing an average net charge-off rate of seven basis points over the past 10 years. The company also discussed its review of Flushing’s branch footprint, which it said competes in micro-markets with approximately $153 billion in FDIC-insured deposits, including many zip codes dominated by the largest U.S. banks—an environment OceanFirst believes suits its relationship-focused model.
On the credit and capital side, management said the combined company is expected to have a pro forma ACL coverage ratio of approximately 1.5%. Maher said bank-level CRE concentration would increase modestly, from 417% for OceanFirst standalone at Sept. 30 to a maximum of about 461% pro forma, but said the company plans to actively manage the portfolio and expects the concentration to decrease over the first several quarters through runoff and potentially loan sales or participations.
OceanFirst executives also described the work behind purchase marks and loan review efforts. Maher said OceanFirst reviewed more than 70% of Flushing’s total loans and 100% of criticized, classified, and rent-regulated multifamily loans. Management said the overall mark was about 4.5% of gross loans, with the credit mark equal to about 2.6% (about four times Flushing’s current reserves), and a 10% mark inclusive of credit and interest rates on rent-regulated multifamily loans. The total mark on the loan portfolio was described as approximately $303 million.
During Q&A, Maher and Barrett discussed potential balance sheet optimization after closing, including pairing “lower-yielding, transactionally focused loans with higher-cost funding” to shrink the balance sheet with limited net interest income impact. Maher said the opportunity could approach $1 billion, and suggested that by the end of 2026 the company could have a somewhat smaller balance sheet with improved return dynamics.
Deposit strategy and New York growth initiatives
In response to questions about deposits, Maher said Flushing has shown momentum in improving non-interest-bearing demand deposits and suggested the combined company could “double down” on that trend. He also pointed to opportunities to expand treasury management and reduce reliance on more competitive deposit segments such as government deposits. President and COO Joe Lebel described the expanded branch footprint as additive to OceanFirst’s organic strategy, supporting initiatives including C&I growth and Premier Banking, and helping recruitment by strengthening brand presence in New York’s crowded market.
OceanFirst also provided a brief fourth-quarter update, with Barrett saying performance was tracking roughly in line with the company’s October guidance and current consensus. He noted OceanFirst completed a credit risk transfer during the quarter on a $1.5 billion pool of legacy residential mortgages, which management said would provide about 50 basis points of CET1 benefit recognized in the quarter and would cost less than $4 million pre-tax annually going forward.
About OceanFirst Financial (NASDAQ:OCFC)
OceanFirst Financial Corporation (NASDAQ: OCFC) is a bank holding company headquartered in Toms River, New Jersey, that provides a full range of community banking and financial services through its principal subsidiary, OceanFirst Bank. Established in the early 20th century, the company has built its business around serving the deposit, lending and wealth management needs of individuals, small businesses, municipalities and nonprofit organizations across New Jersey and portions of New York.
The company’s core activities include accepting consumer and business deposits, making commercial, municipal and consumer loans, and offering residential mortgage financing.
