OCFC

Business Context and Reporting Period

This Form 8-K, filed on July 3, 2017, reports on events occurring on June 30, 2017. OceanFirst Financial Corp. (OceanFirst), the parent company of OceanFirst Bank, entered into a definitive Agreement and Plan of Merger with Sun Bancorp, Inc. (Sun), the parent company of Sun National Bank. The transaction involves a series of integrated mergers where Sun will ultimately merge into OceanFirst, with OceanFirst Bank as the surviving bank.

Key Financial Metrics and Transaction Terms

The filing details the consideration for Sun shareholders rather than OceanFirst's standalone financial performance for the period. Key financial terms include:

• Merger Consideration: Sun shareholders may elect to receive either cash or OceanFirst common stock.
• Cash Consideration Formula: $3.78 plus 0.7884 multiplied by the volume-weighted average trading price of OceanFirst common stock for the five trading days prior to the merger.
• Stock Consideration: Calculated by dividing the Cash Consideration by the OceanFirst share closing price (Exchange Ratio).
• Termination Fee: If the agreement is terminated under certain circumstances, the obligated party must pay a fee of $17.045 million.
• Financial Performance: The filing text does not provide specific revenue, profit, cash flow, margin, debt, or liquidity figures for OceanFirst or Sun for the reporting period.

Material Changes and Transaction Structure

The primary material change is the execution of the Merger Agreement. The transaction structure is as follows:

1. First-Step Merger: Mercury Merger Sub Corp. (an OceanFirst subsidiary) merges with and into Sun, with Sun surviving.
2. Second-Step Merger: Immediately following the first step, Sun merges with and into OceanFirst, with OceanFirst surviving.
3. Bank Merger: Sun National Bank merges with and into OceanFirst Bank.

Two current members of Sun's board of directors will be appointed to the boards of OceanFirst and OceanFirst Bank upon closing.

Guidance, Outlook, and Risks

Outlook and Timing: The parties anticipate the transaction will close early in the first quarter of 2018, subject to customary closing conditions.

Conditions to Closing: The transaction is contingent upon:

• Approval by Sun's shareholders and OceanFirst's stockholders.
• Receipt of all required regulatory approvals.
• Effectiveness of the SEC registration statement (Form S-4).
• Authorization for listing on the NASDAQ Global Select Market.

Risks and Contingencies: The filing includes standard forward-looking statement disclaimers. Risks include the failure to obtain regulatory or shareholder approvals, inability to successfully integrate operations, diversion of management time, and the possibility that expected benefits may not materialize. OceanFirst has also entered into Voting and Support Agreements with significant Sun shareholders (the Brown family and WL Ross & Co.) to vote in favor of the merger.

Investor Verification Checklist

• Verify the final OceanFirst share price to calculate the exact cash or stock consideration for Sun shareholders.
• Monitor the status of regulatory approvals and shareholder votes required for closing.
• Review the upcoming joint proxy statement/prospectus (Form S-4) for detailed financial projections and risk factors.
• Confirm the timeline for the anticipated Q1 2018 closing date.
• Assess the impact of the $17.045 million termination fee provision on potential deal breakage scenarios.