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OceanFirst to acquire Country Bank Holding in $102M all-stock deal

Toms River, N.J.-based OceanFirst Financial Corp. agreed to acquire New York-based Country Bank Holding Co. Inc. in a deal valued at about $102.2 million.

Under the terms of the deal, Country Bank Holding shareholders will receive 2,000 OceanFirst Financial common shares for each share they own. The deal values the New York-based bank's common shares at approximately $46,280 apiece, and the purchase price is based on OceanFirst's Aug. 8 closing price of $23.14.

Country Bank will merge into OceanFirst Bank NA upon completion of the transaction, which is expected in the first quarter of 2020. OceanFirst also announced Aug. 9 that it will acquire Two River Bancorp in a $182.8 million deal.

OceanFirst had total assets of $8.03 billion and Country Bank Holding has total assets of $728.5 million, both as of June 30, according to S&P Global Market Intelligence data. The two acquisitions will increase the New Jersey-based bank's assets to just below the $10 billion threshold, above which the bank would be subject to new rules under the Dodd-Frank Act.

OceanFirst's total assets will increase to $9.93 billion, based on Market Intelligence data, upon completion of the two deals.

S&P Global Market Intelligence calculates the deal is 178.5% of common equity, on an aggregate basis, and the deal value is 14.03% of assets and 16.81% of deposits. Market Intelligence valuations for bank and thrift targets in the Mid-Atlantic region between Aug. 9, 2018, and Aug. 9, 2019, averaged 143.15% of book and 151.64% of tangible book and had a median of 18.39x last-12-months earnings, on an aggregate basis.

OceanFirst will enter New York County, N.Y., with three branches to be ranked No. 116 with a 0.01% share of approximately $2.03 trillion in total market deposits. It will also enter Bronx County, N.Y., with two branches to be ranked No. 12 with a 1.83% share of approximately $13.15 billion in total market deposits. It will enter Westchester County, N.Y., with one branch to be ranked No. 29 with a 0.08% share of approximately $112.89 billion in total market deposits.

Sandler O'Neill & Partners LP is Country Bank Holding's financial adviser in the deal and Luse Gorman PC is the legal counsel. Piper Jaffray & Co. is OceanFirst's financial adviser in the transaction, while Skadden Arps Slate Meagher & Flom LLP was the legal counsel.

The deal is one of only a handful in which Sandler O'Neill and Piper Jaffray advised on each side of a transaction. Piper Jaffray is set to acquire Sandler O'Neill for $485 million, and the combined company will be named Piper Sandler.

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