Two Major Regional Banks Unite in Strategic $579M All-Stock Merger

2025-12-31 15:54:34

Abstract generation in progress

OceanFirst Financial Corp. and Flushing Financial Corp. have finalized a definitive agreement to merge, creating a formidable regional banking institution. Based on OceanFirst’s December 26, 2025 closing price of $19.76 per share, the all-stock transaction is valued at approximately $579 million. This strategic combination will position the newly unified entity as a dominant force across New Jersey, Long Island, and New York markets.

Deal Structure and Financial Backing

The merger framework is reinforced by significant capital injection from Warburg Pincus-affiliated funds. Under a committed investment agreement, these funds will contribute $225 million for newly issued equity securities upon merger completion. This capital raise strengthens the combined entity’s financial foundation and growth capacity.

The ownership structure following the transaction reflects balanced participation: Flushing shareholders will hold approximately 30% of outstanding shares, Warburg Pincus investors will own roughly 12%, while existing OceanFirst shareholders will retain approximately 58% of the combined company’s equity.

Leadership and Governance Framework

Christopher Maher, OceanFirst’s Chairman and Chief Executive Officer, will assume the CEO role of the combined holding company. John Buran, currently Flushing’s President and Chief Executive Officer, will transition to non-executive Chairman of the Board following deal closure.

The board of the unified institution will comprise 17 directors, with ten representatives from OceanFirst’s existing board, six from Flushing’s board, and one designee from Warburg Pincus. Todd Schell, a Managing Director at Warburg Pincus, has been designated to join the board.

Market Impact and Timeline

This merger is engineered to establish a high-performing regional bank with significant competitive advantages in three key markets. The combination leverages the strengths of both institutions to enhance market position and operational efficiency.

The transaction is anticipated to close in the second quarter of 2026, contingent upon regulatory approvals, shareholder authorization from both OceanFirst and Flushing, and fulfillment of other standard closing requirements.

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