Banking Powerhouse Takes Shape: $579 Million All-Stock Deal Unites Regional Players

2025-12-31 15:49:34

Abstract generation in progress

OceanFirst Financial Corp. and Flushing Financial Corp. have reached a definitive agreement to combine operations through an all-stock transaction. The deal, valued at approximately $579 million based on OceanFirst’s December 26, 2025 closing price of $19.76 per share, marks a significant consolidation in the regional banking sector.

Strategic Expansion Across Key Markets

The merger will see Flushing Bank fold into OceanFirst Bank, which will operate as the surviving entity. This combination positions the merged institution to strengthen its foothold across New Jersey, Long Island, and New York—three crucial markets for regional financial services. The union is designed to enhance competitive positioning and operational efficiency in these economically attractive areas.

Capital Injection Boosts Combined Entity

Beyond the merger itself, OceanFirst has secured a $225 million investment commitment from Warburg Pincus and its affiliated funds. This capital raise will provide newly issued equity securities and further strengthen the combined bank’s balance sheet heading into the integration phase.

Shareholding Structure Post-Merger

The transaction will reshape ownership stakes meaningfully. Flushing shareholders will hold approximately 30% of the combined company’s shares, while Warburg Pincus’s investment will represent roughly 12% of outstanding shares. Existing OceanFirst shareholders will retain approximately 58% ownership, maintaining substantial control of the enlarged institution.

Leadership and Governance Framework

Christopher Maher will continue as CEO of the combined holding company following the merger’s completion. John Buran, Flushing’s current President and Chief Executive Officer, transitions to non-executive Chairman of the Board at the merged entity.

The combined board will comprise 17 directors: ten representatives from OceanFirst’s current board, six from Flushing’s board, and one designee from Warburg Pincus. Todd Schell, a Managing Director at Warburg Pincus, will assume a board seat as part of the capital injection agreement.

Timeline and Conditions

The transaction is targeted for completion in the second quarter of 2026, contingent upon obtaining necessary regulatory approvals, securing shareholder votes from both OceanFirst and Flushing, and satisfying customary closing requirements.

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