UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 25, 2022
Partners Bancorp
(Exact name of registrant
as specified in its charter)
Maryland |
001-39285 |
52-1559535 |
(State or other jurisdiction |
(Commission file number) |
(IRS Employer |
of incorporation) |
|
Identification No.) |
2245 Northwood Drive, Salisbury, Maryland 21801
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
(410) 548-1100
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General
Instruction A.2. below):
| x | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| | |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| | |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| | |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Stock, par value $0.01 per share |
PTRS |
The NASDAQ Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ¨
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01. Other Events.
As previously announced, on November 4, 2021,
Partners Bancorp, a Maryland corporation (“Partners”), entered into an Agreement and Plan of Merger (the “merger agreement”)
with OceanFirst Financial Corp., a Delaware corporation (“OceanFirst”), and Coastal Merger Sub Corp., a Maryland corporation
and a direct wholly-owned subsidiary of OceanFirst (“merger sub”). Pursuant to the terms and subject to the conditions of
the merger agreement, (i) merger sub will be merged with and into Partners, whereby the separate corporate existence of merger sub will
cease and Partners will be the surviving corporation as a direct wholly-owned subsidiary of OceanFirst (the “first-step merger”)
and (ii) immediately thereafter, Partners will be merged with and into OceanFirst, whereby the separate corporate existence of Partners
will cease and OceanFirst will be the surviving corporation in such merger (together with the first-step merger, the “integrated
mergers”).
The integrated mergers are described in the proxy
statement/prospectus that was filed by each of OceanFirst and Partners with the Securities and Exchange Commission on January 18, 2022
(the “Proxy Statement/Prospectus”) in connection with the integrated mergers. On or about January 19, 2022, Partners mailed
the Proxy Statement/Prospectus to Partners stockholders in connection with the special meeting of Partners stockholders being held on
March 9, 2022, at which meeting Partners stockholders will consider and vote upon, among other things, a proposal to approve the merger
agreement and the integrated mergers.
Since the filing of the Proxy Statement/Prospectus,
Partners and OceanFirst received letters from purported stockholders of Partners (the “Demand Letters”) alleging that
the Proxy Statement/Prospectus omits material information about the integrated mergers. Partners and OceanFirst believe that (i) the disclosures
set forth in the Proxy Statement/Prospectus comply fully with applicable laws, rules, statutes, and regulations, (ii) no additional disclosures
are required under any applicable law, rule, statute, or regulation, and (iii) the allegations in the Demand Letters are without merit.
However, in order to avoid nuisance, cost and distraction, and to preclude any efforts to delay the closing of the integrated mergers,
Partners and OceanFirst have determined to voluntarily supplement the Proxy Statement/Prospectus with the supplemental disclosure set
forth below (the “Supplemental Disclosure”). Nothing in the Supplemental Disclosure shall be deemed an admission of the legal
necessity or materiality under applicable laws, rules, statutes, or regulations of the Supplemental Disclosure, and each of Partners and
OceanFirst specifically denies any and all allegations in the Demand Letters that any additional disclosure was or is required under any
applicable law, rule, statute, or regulation.
If you are a Partners stockholder and you have
not already voted your shares in connection with the proposals to be decided at the special meeting of Partners stockholders, you are
urged to do so promptly. This Current Report on Form 8-K does not affect the validity or enforceability of any proxy card or voting instructions
that any Partners stockholder may have previously received or delivered. No action is required by any stockholder of Partners who has
previously delivered a proxy card or voting instructions and who does not wish to revoke or change that proxy card or voting instruction.
Supplemental Disclosures
The following Supplemental Disclosure should be
read in conjunction with the Proxy Statement/Prospectus, which should be read in its entirety. Page number references below are to page
numbers in the Proxy Statement/Prospectus and terms used below and defined in the Proxy Statement/Prospectus have the meanings given to
such terms in the Proxy Statement/Prospectus. To the extent the information set forth herein differs from or updates the information contained
in the Proxy Statement/Prospectus, the information set forth herein shall supersede or supplement the information in the Proxy Statement/Prospectus.
| 1. | The section of the Proxy Statement/Prospectus entitled “The Mergers—Opinion of Partners’ Financial Advisor—Comparable
Company Analysis” is amended and supplemented by replacing the table listing the Partners Peer Group at the top of page 51 with
the following: |
Financials as of September
30, 2021 | |
| | |
| | |
Balance
Sheet / Asset Quality | | |
Capital
Position | | |
LTM
Profitability | | |
Valuation
as of November 1, 2021 | |
| |
| | |
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Price
/ | | |
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Total | | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| |
| | |
| | |
| | |
Loans/ | | |
NPAs / | | |
TCE / | | |
Leverage | | |
Tier 1 | | |
RBC | | |
| | |
| | |
| | |
Efficiency | | |
| | |
LTM | | |
Div | | |
Market | |
| |
| | |
| | |
Assets | | |
Deposits | | |
Assets | | |
TA | | |
Ratio | | |
Ratio | | |
Ratio | | |
ROAA | | |
ROAE | | |
NIM | | |
Ratio | | |
TBV | | |
EPS | | |
Yield | | |
Cap | |
Company | |
State | | |
Ticker | | |
($M) | | |
(%) | | |
(%) | | |
(%) | | |
(%) | | |
(%) | | |
(%) | | |
(%) | | |
(%) | | |
(%) | | |
(%) | | |
(%) | | |
(x) | | |
(%) | | |
($M) | |
Unity Bancorp, Inc. | |
| NJ | | |
| UNTY | | |
| 1,991 | | |
| 96.4 | | |
| 0.49 | | |
| 9.81²
| | |
| 10.70 | | |
| -- | ³ | |
| -- | ³ | |
| 1.80 | | |
| 18.6 | | |
| 4.09 | | |
| 47.3 | | |
| 140 | | |
| 8.2 | | |
| 1.4 | | |
| 273 | |
Virginia National Bankshares
Corporation | |
| VA | | |
| VABK | | |
| 1,912 | | |
| 64.0 | | |
| 0.08²
| | |
| 7.54 | | |
| 7.59 | | |
| 13.47²
| | |
| 13.74 | | |
| 0.54 | | |
| 6.1 | | |
| 3.07 | | |
| 60.3 | | |
| 132 | | |
| 16.7 | | |
| 3.4 | | |
| 188 | |
Penns Woods Bancorp, Inc. | |
| PA | | |
| PWOD | | |
| 1,911 | | |
| 84.6 | | |
| 0.85²
| | |
| 7.97 | | |
| 8.31²
| | |
| 10.49²
| | |
| 10.97²
| | |
| 0.81 | | |
| 9.2 | | |
| 2.83 | | |
| 66.7 | | |
| 112 | | |
| 11.2 | | |
| 5.4 | | |
| 169 | |
PCSB Financial Corporation | |
| NY | | |
| PCSB | | |
| 1,873 | | |
| 81.0 | | |
| 0.37²
| | |
| 14.38 | | |
| 12.72²
| | |
| 17.84²
| | |
| 18.46²
| | |
| 0.73 | | |
| 4.9 | | |
| 2.76 | | |
| 68.1 | | |
| 110 | | |
| 20.8 | | |
| 1.3 | | |
| 275 | |
ESSA Bancorp, Inc. | |
| PA | | |
| ESSA | | |
| 1,861 | | |
| 83.1 | | |
| 1.15²
| | |
| 10.15 | | |
| 10.05 | | |
| 13.22²
| | |
| 14.47²
| | |
| 0.87 | | |
| 8.3 | | |
| 2.96 | | |
| 66.2 | | |
| 90 | | |
| 9.8 | | |
| 3.0 | | |
| 159 | |
Franklin Financial Services Corporation | |
| PA | | |
| FRAF | | |
| 1,732 | | |
| 65.2²
| | |
| 1.01²
| | |
| 8.35 | | |
| 8.57²
| | |
| 14.97²
| | |
| 16.23²
| | |
| 1.27 | | |
| 14.1 | | |
| 2.96 | | |
| 67.1 | | |
| 102 | | |
| 7.1 | | |
| 3.9 | | |
| 146 | |
Meridian Corporation¹ | |
| PA | | |
| MRBK | | |
| 1,709 | | |
| 96.4 | | |
| 0.62 | | |
| 8.71 | | |
| 8.97 | | |
| 10.16 | | |
| 14.23 | | |
| 2.18 | | |
| 27.2 | | |
| 3.57 | | |
| 67.9 | | |
| 125 | | |
| 5.0 | | |
| 1.7 | | |
| 182 | |
First United Corporation | |
| MD | | |
| FUNC | | |
| 1,709 | | |
| 80.4 | | |
| 1.04²
| | |
| 7.23 | | |
| 10.33 | | |
| 14.26 | | |
| 15.51 | | |
| 0.95 | | |
| 12.8 | | |
| 3.18 | | |
| 59.8 | | |
| 103 | | |
| 7.8 | | |
| 3.2 | | |
| 127 | |
The Bank of Princeton | |
| NJ | | |
| BPRN | | |
| 1,669 | | |
| 93.8 | | |
| 0.52²
| | |
| 12.29 | | |
| 12.29 | | |
| 14.43 | | |
| 15.60 | | |
| 1.25 | | |
| 9.6 | | |
| 3.94 | | |
| 50.6 | | |
| 98 | | |
| 10.2 | | |
| 2.4 | | |
| 199 | |
FNCB Bancorp, Inc. | |
| PA | | |
| FNCB | | |
| 1,666 | | |
| 64.7 | | |
| 0.78 | | |
| 9.72 | | |
| 9.80²
| | |
| 14.73²
| | |
| 15.91²
| | |
| 1.49 | | |
| 14.4 | | |
| 3.58 | | |
| 52.8 | | |
| 107 | | |
| 7.7 | | |
| 3.5 | | |
| 173 | |
MainStreet Bancshares, Inc. | |
| VA | | |
| MNSB | | |
| 1,657 | | |
| 88.9 | | |
| 0.07²
| | |
| 9.40 | | |
| 12.23²
| | |
| 15.62²
| | |
| 16.48²
| | |
| 1.50 | | |
| 14.4 | | |
| 3.29 | | |
| 54.6 | | |
| 121 | | |
| 8.2 | | |
| 0.0 | | |
| 183 | |
National Bankshares, Inc. | |
| VA | | |
| NKSH | | |
| 1,644 | | |
| 55.7 | | |
| 0.43 | | |
| 11.29 | | |
| 11.15²
| | |
| 19.06²
| | |
| 19.86²
| | |
| 1.28 | | |
| 10.3 | | |
| 2.84 | | |
| 50.7 | | |
| 121 | | |
| 11.5 | | |
| 3.8 | | |
| 224 | |
First National Corporation | |
| VA | | |
| FXNC | | |
| 1,356 | | |
| 67.8 | | |
| 0.30 | | |
| 8.34 | | |
| 9.22²
| | |
| 13.81²
| | |
| 14.42²
| | |
| 1.05 | | |
| 12.4 | | |
| 3.17 | | |
| 63.7 | | |
| 123 | | |
| 10.0 | | |
| 2.1 | | |
| 139 | |
AmeriServ Financial, Inc. | |
| PA | | |
| ASRV | | |
| 1,339 | | |
| 87.0²
| | |
| 0.24²
| | |
| 7.54 | | |
| 8.87²
| | |
| 11.07²
| | |
| 13.61 | | |
| 0.44 | | |
| 5.5 | | |
| 3.10 | | |
| 81.0 | | |
| 67 | | |
| 11.6 | | |
| 2.5 | | |
| 67 | |
Old Point Financial Corporation | |
| VA | | |
| OPOF | | |
| 1,312 | | |
| 73.0 | | |
| 0.16²
| | |
| 9.07 | | |
| 9.22²
| | |
| 12.33²
| | |
| 13.34²
| | |
| 0.58 | | |
| 6.1 | | |
| 3.28 | | |
| 82.1 | | |
| 95 | | |
| 15.5 | | |
| 2.5 | | |
| 113 | |
Pathfinder Bancorp, Inc.¹ | |
| NY | | |
| PBHC | | |
| 1,260 | | |
| 80.9 | | |
| 1.69 | | |
| 7.85 | | |
| 9.21²
| | |
| 14.17²
| | |
| 15.42²
| | |
| 0.70 | | |
| 8.8 | | |
| 3.01 | | |
| 64.9 | | |
| 100 | | |
| 11.5 | | |
| 1.7 | | |
| 97 | |
Malvern Bancorp, Inc.¹ | |
| PA | | |
| MLVF | | |
| 1,186 | | |
| 104.9 | | |
| 4.37 | | |
| 12.50 | | |
| 12.27 | | |
| 15.07 | | |
| 18.85 | | |
| 0.21 | | |
| 1.8 | | |
| 2.56 | | |
| 63.3 | | |
| 86 | | |
| NM
| | |
| 0.0 | | |
| 126 | |
Severn Bancorp, Inc.¹ | |
| MD | | |
| SVBI | | |
| 1,144 | | |
| 61.6 | | |
| 0.71 | | |
| 9.79 | | |
| 12.00²
| | |
| -- | ³ | |
| -- | ³ | |
| 1.02 | | |
| 9.2 | | |
| 3.06 | | |
| 72.1 | | |
| 157 | | |
| 17.5 | | |
| 1.5 | | |
| 175 | |
Prudential Bancorp, Inc.¹ | |
| PA | | |
| PBIP | | |
| 1,125 | | |
| 84.5 | | |
| 1.17 | | |
| 11.17 | | |
| 11.02 | | |
| 16.92 | | |
| 18.11 | | |
| 0.54 | | |
| 4.9 | | |
| 2.02 | | |
| 68.8 | | |
| 95 | | |
| 19.1 | | |
| 1.9 | | |
| 118 | |
Esquire Financial Holdings, Inc. | |
| NY | | |
| ESQ | | |
| 1,123 | | |
| 76.2 | | |
| 0.00²
| | |
| 12.21 | | |
| 11.32²
| | |
| 14.79²
| | |
| 15.90²
| | |
| 1.56 | | |
| 11.6 | | |
| 4.49 | | |
| 54.6 | | |
| 193 | | |
| 15.0 | | |
| 0.0 | | |
| 251 | |
Northeast Community Bancorp,
Inc. | |
| NY | | |
| NECB | | |
| 1,108 | | |
| 111.4 | | |
| 0.18²
| | |
| 22.40 | | |
| 17.07²
| | |
| 15.48²
| | |
| 15.91²
| | |
| 1.11 | | |
| 6.5 | | |
| 4.42²
| | |
| 58.9 | | |
| 53 | | |
| 16.0 | | |
| 2.2 | | |
| 182 | |
Emclaire Financial Corp | |
| PA | | |
| EMCF | | |
| 1,085 | | |
| 83.4 | | |
| 0.22²
| | |
| 6.56 | | |
| 7.60 | | |
| 11.80 | | |
| 13.06 | | |
| 0.94 | | |
| 10.8 | | |
| 3.20 | | |
| 62.6 | | |
| 106 | | |
| 7.6 | | |
| 4.4 | | |
| 74 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| High | | |
| 1,991 | | |
| 111.4 | | |
| 4.37 | | |
| 22.40 | | |
| 17.07 | | |
| 19.06 | | |
| 19.86 | | |
| 2.18 | | |
| 27.2 | | |
| 4.49 | | |
| 82.1 | | |
| 193 | | |
| 20.8 | | |
| 5.4 | | |
| 275 | |
| |
| | | |
| Mean | | |
| 1,517 | | |
| 81.1 | | |
| 0.75 | | |
| 10.19 | | |
| 10.48 | | |
| 14.18 | | |
| 15.50 | | |
| 1.04 | | |
| 10.3 | | |
| 3.24 | | |
| 62.9 | | |
| 111 | | |
| 11.8 | | |
| 2.3 | | |
| 166 | |
| |
| | | |
| Median | | |
| 1,651 | | |
| 82.0 | | |
| 0.50 | | |
| 9.56 | | |
| 10.19 | | |
| 14.35 | | |
| 15.56 | | |
| 0.99 | | |
| 9.4 | | |
| 3.14 | | |
| 63.5 | | |
| 106 | | |
| 11.2 | | |
| 2.3 | | |
| 171 | |
| |
| | | |
| Low | | |
| 1,085 | | |
| 55.7 | | |
| 0.00 | | |
| 6.56 | | |
| 7.59 | | |
| 10.16 | | |
| 10.97 | | |
| 0.21 | | |
| 1.8 | | |
| 2.02 | | |
| 47.3 | | |
| 53 | | |
| 5.0 | | |
| 0.0 | | |
| 67 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
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| | | |
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| | | |
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| |
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| | | |
| | | |
| | | |
| | | |
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| | | |
| | | |
| | | |
| | | |
| | |
Partners Bancorp | |
| MD | | |
| | | |
| 1,638 | | |
| 77.4 | | |
| 0.49 | | |
| 7.79 | | |
| 7.90
/ 8.814 | | |
| 11.55
/ 11.664 | | |
| 12.81 /
12.364 | | |
| 0.50 | | |
| 5.7 | | |
| 3.06 | | |
| 72.3 | | |
| 124 | | |
| 20.2 | | |
| 1.2 | | |
| 157 | |
1) Financial data as of or for the period ended June 30, 2021
2) Bank level data shown as of or for the period ended September 30,
2021
3) Financial data as of or for the period ended September 30, 2021
was not released at the holding company or bank level due to regulatory relief
4) Partners Bancorp operates as a bank holding company with two distinct
subsidiary banks. Consolidated capital ratios are not available therefore each banks capital ratios are presented
Note: Includes banks and thrifts whose securities are publicly traded
on a major exchange (NYSE, NYSEAM, NASDAQ), headquartered in the Mid-Atlantic region excluding Puerto Rico including Virginia with total
assets between $1.0 billion and $2.0 billion with LTM ROAA greater than 0.0% excluding targets of announced mergers
Source: S&P Global Market Intelligence
| 2. | The section of the Proxy Statement/Prospectus entitled “The Mergers—Opinion of Partners’ Financial Advisor—Comparable
Company Analysis” is amended and supplemented by replacing the table listing the OceanFirst Peer Group at the top of page 52 with
the following: |
Financials
as of September 30, 2021 | |
| | |
| | |
Balance
Sheet / Asset Quality | | |
Capital
Position | | |
LTM
Profitability | | |
Valuation
as of November 1, 2021 | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
Price
/ | | |
| | |
| |
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| | |
| | |
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| | |
| | |
| | |
Total | | |
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| | |
| | |
| |
| |
| | |
| | |
| | |
Loans/ | | |
NPAs / | | |
TCE / | | |
Leverage | | |
Tier 1 | | |
RBC | | |
| | |
| | |
| | |
Efficiency | | |
| | |
LTM | | |
2021E | | |
2022E | | |
Div | | |
Market | |
| |
| | |
| | |
Assets | | |
Deposits | | |
Assets | | |
TA | | |
Ratio | | |
Ratio | | |
Ratio | | |
ROAA | | |
ROAE | | |
NIM | | |
Ratio | | |
TBV | | |
EPS | | |
EPS | | |
EPS | | |
Yield | | |
Cap | |
Company | |
State | | |
Ticker | | |
($M) | | |
(%) | | |
(%) | | |
(%) | | |
(%) | | |
(%) | | |
(%) | | |
(%) | | |
(%) | | |
(%) | | |
(%) | | |
(%) | | |
(x) | | |
(x) | | |
(x) | | |
(%) | | |
($M) | |
Northwest
Bancshares, Inc. | |
| PA | | |
| NWBI | | |
| 14,389 | | |
| 83.2 | | |
| 1.33 | | |
| 8.34 | | |
| 10.10¹
| | |
| 14.38¹
| | |
| 15.29¹
| | |
| 1.13 | | |
| 10.2 | | |
| 3.07 | | |
| 65.1 | | |
| 154 | | |
| 11.4 | | |
| 13.8 | | |
| 16.8 | | |
| 5.8 | | |
| 1,799 | |
Provident
Financial Services, Inc. | |
| NJ | | |
| PFS | | |
| 13,392 | | |
| 88.2 | | |
| 0.66¹
| | |
| 9.39 | | |
| 8.99¹
| | |
| 10.89¹
| | |
| 11.55¹
| | |
| 1.30 | | |
| 10.4 | | |
| 3.01 | | |
| 54.1 | | |
| 161 | | |
| 11.4 | | |
| 11.8 | | |
| 13.8 | | |
| 3.9 | | |
| 1,960 | |
Sandy Spring
Bancorp, Inc. | |
| MD | | |
| SASR | | |
| 13,017 | | |
| 88.5 | | |
| 0.43 | | |
| 9.10 | | |
| 9.23 | | |
| 12.50 | | |
| 15.26 | | |
| 1.93 | | |
| 16.5 | | |
| 3.52 | | |
| 46.6 | | |
| 198 | | |
| 9.5 | | |
| 10.0 | | |
| 13.2 | | |
| 2.7 | | |
| 2,269 | |
Dime Community
Bancshares, Inc. | |
| NY | | |
| DCOM | | |
| 12,364 | | |
| 87.0 | | |
| 0.26¹
| | |
| 7.54 | | |
| 8.37 | | |
| 11.17 | | |
| 14.13 | | |
| 0.69 | | |
| 7.1 | | |
| 3.14 | | |
| 47.1 | | |
| 165 | | |
| 23.6 | | |
| 9.5 | | |
| 10.7 | | |
| 2.7 | | |
| 1,515 | |
NBT Bancorp
Inc. | |
| NY | | |
| NBTB | | |
| 11,994 | | |
| 74.2 | | |
| 0.42¹
| | |
| 8.13 | | |
| 9.47 | | |
| 13.39 | | |
| 15.74 | | |
| 1.34 | | |
| 12.6 | | |
| 3.06 | | |
| 58.6 | | |
| 172 | | |
| 10.9 | | |
| 10.8 | | |
| 13.1 | | |
| 3.1 | | |
| 1,590 | |
Eagle Bancorp,
Inc. | |
| MD | | |
| EGBN | | |
| 11,585 | | |
| 70.9 | | |
| 0.31¹
| | |
| 10.64¹
| | |
| 10.58 | | |
| 15.33 | | |
| 16.59 | | |
| 1.51 | | |
| 13.6 | | |
| 2.94 | | |
| 38.5 | | |
| 153 | | |
| 10.8 | | |
| 11.2 | | |
| 13.4 | | |
| 2.8 | | |
| 1,869 | |
First Commonwealth
Financial Corporation | |
| PA | | |
| FCF | | |
| 9,478 | | |
| 84.8 | | |
| 0.41 | | |
| 8.73 | | |
| 9.60 | | |
| 12.40 | | |
| 15.00 | | |
| 1.39 | | |
| 11.8 | | |
| 3.26 | | |
| 54.3 | | |
| 186 | | |
| 11.6 | | |
| 11.6 | | |
| 12.5 | | |
| 3.0 | | |
| 1,486 | |
S&T
Bancorp, Inc. | |
| PA | | |
| STBA | | |
| 9,436 | | |
| 87.7 | | |
| 1.47 | | |
| 9.12¹
| | |
| 9.65 | | |
| 12.48 | | |
| 14.06 | | |
| 1.21 | | |
| 9.6 | | |
| 3.28 | | |
| 53.9 | | |
| 152 | | |
| 11.2 | | |
| 11.4 | | |
| 13.3 | | |
| 3.8 | | |
| 1,252 | |
Lakeland
Bancorp, Inc. | |
| NJ | | |
| LBAI | | |
| 8,172 | | |
| 84.8 | | |
| 0.19 | | |
| 8.18 | | |
| 8.60 | | |
| 11.19 | | |
| 14.73 | | |
| 1.18 | | |
| 11.8 | | |
| 3.16 | | |
| 55.1 | | |
| 144 | | |
| 10.4 | | |
| 9.9 | | |
| 10.9 | | |
| 3.0 | | |
| 941 | |
Tompkins
Financial Corporation | |
| NY | | |
| TMP | | |
| 8,113 | | |
| 69.3¹
| | |
| 0.49¹
| | |
| 7.80 | | |
| 8.54 | | |
| 13.79¹
| | |
| 14.21 | | |
| 1.19 | | |
| 13.0 | | |
| 2.98 | | |
| 60.6 | | |
| 196 | | |
| 13.2 | | |
| 13.0 | | |
| 14.9 | | |
| 2.8 | | |
| 1,217 | |
Flushing
Financial Corporation | |
| NY | | |
| FFIC | | |
| 8,077 | | |
| 102.2 | | |
| 0.36 | | |
| 9.73¹
| | |
| 8.83 | | |
| 11.48 | | |
| 13.44 | | |
| 0.83 | | |
| 10.6 | | |
| 3.19 | | |
| 60.9 | | |
| 116 | | |
| 11.5 | | |
| 8.7 | | |
| 10.0 | | |
| 3.5 | | |
| 749 | |
ConnectOne
Bancorp, Inc. | |
| NJ | | |
| CNOB | | |
| 7,950 | | |
| 102.8 | | |
| 1.35 | | |
| 9.95 | | |
| 11.60 | | |
| 12.35 | | |
| 15.54 | | |
| 1.62 | | |
| 12.9 | | |
| 3.60 | | |
| 38.9 | | |
| 178 | | |
| 11.3 | | |
| 11.2 | | |
| 11.7 | | |
| 1.5 | | |
| 1,365 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| High | | |
| 14,389 | | |
| 102.8 | | |
| 1.47 | | |
| 10.64 | | |
| 11.60 | | |
| 15.33 | | |
| 16.59 | | |
| 1.93 | | |
| 16.5 | | |
| 3.60 | | |
| 65.1 | | |
| 198 | | |
| 23.6 | | |
| 13.8 | | |
| 16.8 | | |
| 5.8 | | |
| 2,269 | |
| |
| | | |
| Mean | | |
| 10,664 | | |
| 85.3 | | |
| 0.64 | | |
| 8.89 | | |
| 9.46 | | |
| 12.61 | | |
| 14.63 | | |
| 1.28 | | |
| 11.7 | | |
| 3.18 | | |
| 52.8 | | |
| 165 | | |
| 12.2 | | |
| 11.1 | | |
| 12.9 | | |
| 3.2 | | |
| 1,501 | |
| |
| | | |
| Median | | |
| 10,532 | | |
| 85.9 | | |
| 0.43 | | |
| 8.92 | | |
| 9.35 | | |
| 12.44 | | |
| 14.87 | | |
| 1.26 | | |
| 11.8 | | |
| 3.15 | | |
| 54.2 | | |
| 163 | | |
| 11.3 | | |
| 11.2 | | |
| 13.2 | | |
| 3.0 | | |
| 1,501 | |
| |
| | | |
| Low | | |
| 7,950 | | |
| 69.3 | | |
| 0.19 | | |
| 7.54 | | |
| 8.37 | | |
| 10.89 | | |
| 11.55 | | |
| 0.69 | | |
| 7.1 | | |
| 2.94 | | |
| 38.5 | | |
| 116 | | |
| 9.5 | | |
| 8.7 | | |
| 10.0 | | |
| 1.5 | | |
| 749 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
OceanFirst
Financial Corp. | |
| NJ | | |
| | | |
| 11,830 | | |
| 83.8 | | |
| 0.28 | | |
| 8.29 | | |
| 9.12¹
| | |
| 12.19¹
| | |
| 12.83¹
| | |
| 1.04 | | |
| 8.0 | | |
| 2.91 | | |
| 62.3 | | |
| 146 | | |
| 11.8 | | |
| 12.6 | | |
| 11.6 | | |
| 3.1 | | |
| 1,366 | |
1) Bank level data shown
Note: Includes banks and thrifts whose securities are publicly
traded on a major exchange (NYSE, NYSEAM, NASDAQ), headquartered in the Mid-Atlantic region excluding Puerto Rico with total assets
between $7.5 billion and $15.0 billion, excluding targets of announced mergers Source: S&P Global Market Intelligence
|
3. |
The section of the Proxy Statement/Prospectus entitled “The Mergers—Opinion of Partners’ Financial Advisor—Analysis of Precedent Transactions” is amended and supplemented by replacing the table of transaction metrics for the Nationwide Precedent Transactions group in the middle of page 53 with the following: |
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Transaction Information |
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Seller Information |
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Price / |
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Core |
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1-Day |
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Deal |
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LTM |
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Deposit |
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Market |
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Total |
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TCE/ |
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LTM |
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LTM |
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Efficiency |
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NPAs/ |
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Acquiror |
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Target |
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Annc. |
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Value |
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Earnings |
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TBV |
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Prem¹ |
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Prem |
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Assets |
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TA |
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ROAA |
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ROAE |
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Ratio |
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Assets |
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Company |
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Ticker |
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St. |
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Company |
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St. |
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Date |
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($M) |
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(x) |
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(%) |
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(%) |
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(%) |
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($M) |
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(%) |
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(%) |
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(%) |
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(%) |
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(%) |
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German American Bancorp Inc. |
|
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GABC |
|
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IN |
|
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Citizens Union
Bancorp |
|
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KY |
|
|
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9/20/21 |
|
|
|
155 |
|
|
|
14.1 |
|
|
|
156 |
|
|
|
6.3 |
|
|
|
-- |
|
|
|
1,074 |
|
|
|
9.3 |
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|
|
1.06 |
|
|
|
10.8 |
|
|
|
65.4 |
|
|
|
0.67 |
|
TriCo Bancshares |
|
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TCBK |
|
|
CA |
|
|
Valley Republic
Bancorp |
|
|
CA |
|
|
|
7/27/21 |
|
|
|
166 |
|
|
|
10.9 |
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|
|
157 |
|
|
|
-- |
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|
|
13.2 |
|
|
|
1,366 |
|
|
|
7.5 |
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|
|
1.17 |
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|
15.8 |
|
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44.2 |
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|
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-- |
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CVB Financial Corp. |
|
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CVBF |
|
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CA |
|
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Suncrest Bank |
|
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CA |
|
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7/27/21 |
|
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204 |
|
|
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14.1 |
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|
|
162 |
|
|
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7.4 |
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9.7 |
|
|
|
1,338 |
|
|
|
9.5 |
|
|
|
1.13 |
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8.7 |
|
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49.7 |
|
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0.39 |
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Lakeland Bancorp |
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LBAI |
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NJ |
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1st Constitution
Bancorp |
|
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NJ |
|
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7/12/21 |
|
|
|
244 |
|
|
|
11.5 |
|
|
|
152 |
|
|
|
5.9 |
|
|
|
14.1 |
|
|
|
1,789 |
|
|
|
9.1 |
|
|
|
1.16 |
|
|
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11.3 |
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|
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54.5 |
|
|
|
0.97 |
|
Valley National Bancorp |
|
|
VLY |
|
|
NY |
|
|
Westchester Bank
Holding Corp. |
|
|
NY |
|
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6/29/21 |
|
|
|
220 |
|
|
|
18.1 |
|
|
|
169 |
|
|
|
8.7 |
|
|
|
-- |
|
|
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1,313 |
|
|
|
10.1 |
|
|
|
1.07 |
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10.3 |
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44.9 |
|
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0.21 |
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Columbia Banking System Inc. |
|
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COLB |
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WA |
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Bank of Commerce
Holdings |
|
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CA |
|
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6/23/21 |
|
|
|
269 |
|
|
|
14.7 |
|
|
|
166 |
|
|
|
7.1 |
|
|
|
13.7 |
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1,829 |
|
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8.9 |
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|
1.05 |
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10.5 |
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54.2 |
|
|
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0.44 |
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Nicolet Bankshares Inc. |
|
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NCBS |
|
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WI |
|
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County Bancorp
Inc. |
|
|
WI |
|
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6/22/21 |
|
|
|
218 |
|
|
|
15.6 |
|
|
|
135 |
|
|
|
6.6 |
|
|
|
49.6 |
|
|
|
1,491 |
|
|
|
10.6 |
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|
|
0.99 |
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8.6 |
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63.4 |
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3.90 |
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Simmons First National Corp. |
|
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SFNC |
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AR |
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Landmark
Community Bank |
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TN |
|
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6/7/21 |
|
|
|
146 |
|
|
|
14.0 |
|
|
|
143 |
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|
8.0 |
|
|
|
-- |
|
|
|
1,007 |
|
|
|
10.1 |
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|
1.08 |
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|
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10.9 |
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57.3 |
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|
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0.66 |
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First Bancorp |
|
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FBNC |
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NC |
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Select Bancorp Inc. |
|
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NC |
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6/1/21 |
|
|
|
314 |
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|
|
23.8 |
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|
|
185 |
|
|
|
11.0 |
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|
|
28.6 |
|
|
|
1,832 |
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|
9.4 |
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|
0.79 |
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6.2 |
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|
61.4 |
|
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|
0.56 |
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FirstSun Capital Bancorp |
|
|
-- |
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CO |
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Pioneer
Bancshares Inc. |
|
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TX |
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5/11/21 |
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|
|
218 |
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16.3 |
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|
|
137 |
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|
|
6.6 |
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|
|
6.0 |
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|
1,778 |
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|
9.0 |
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|
0.73 |
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|
8.1 |
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|
71.4 |
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0.29 |
|
Nicolet Bankshares Inc. |
|
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NCBS |
|
|
WI |
|
|
Mackinac Financial
Corp |
|
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MI |
|
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4/12/21 |
|
|
|
248 |
|
|
|
18.3 |
|
|
|
169 |
|
|
|
-- |
|
|
|
69.4 |
|
|
|
1,502 |
|
|
|
9.7 |
|
|
|
0.92 |
|
|
|
8.2 |
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|
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70.5 |
|
|
|
0.87 |
|
Peoples Bancorp Inc. |
|
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PEBO |
|
|
OH |
|
|
Premier Financial
Bancorp Inc. |
|
|
WV |
|
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|
3/29/21 |
|
|
|
292 |
|
|
|
12.9 |
|
|
|
139 |
|
|
|
-- |
|
|
|
9.5 |
|
|
|
1,946 |
|
|
|
11.0 |
|
|
|
1.20 |
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8.8 |
|
|
|
54.8 |
|
|
|
1.16 |
|
Banc of California Inc. |
|
|
BANC |
|
|
CA |
|
|
Pacific Mercantile
Bancorp |
|
|
CA |
|
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3/22/21 |
|
|
|
248 |
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|
|
29.2 |
|
|
|
153 |
|
|
|
6.7 |
|
|
|
24.5 |
|
|
|
1,588 |
|
|
|
10.0 |
|
|
|
0.51 |
|
|
|
5.5 |
|
|
|
63.4 |
|
|
|
2.53 |
|
Stock Yards Bancorp Inc. |
|
|
SYBT |
|
|
KY |
|
|
Kentucky
Bancshares Inc. |
|
|
KY |
|
|
|
1/27/21 |
|
|
|
191 |
|
|
|
16.3 |
|
|
|
167 |
|
|
|
8.7 |
|
|
|
68.8 |
|
|
|
1,240 |
|
|
|
9.3 |
|
|
|
0.97 |
|
|
|
9.5 |
|
|
|
71.8 |
|
|
|
0.49 |
|
First Busey Corp. |
|
|
BUSE |
|
|
IL |
|
|
Cummins-American
Corp. |
|
|
IL |
|
|
|
1/19/21 |
|
|
|
131 |
|
|
|
17.1 |
|
|
|
112 |
|
|
|
1.3 |
|
|
|
-- |
|
|
|
1,395 |
|
|
|
12.5 |
|
|
|
0.91 |
|
|
|
7.4 |
|
|
|
62.5 |
|
|
|
0.31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High |
|
|
|
314 |
|
|
|
29.2 |
|
|
|
185 |
|
|
|
11.0 |
|
|
|
69.4 |
|
|
|
1,946 |
|
|
|
12.5 |
|
|
|
1.20 |
|
|
|
15.8 |
|
|
|
71.8 |
|
|
|
3.90 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mean |
|
|
|
218 |
|
|
|
16.5 |
|
|
|
153 |
|
|
|
7.0 |
|
|
|
27.9 |
|
|
|
1,499 |
|
|
|
9.7 |
|
|
|
0.98 |
|
|
|
9.4 |
|
|
|
59.3 |
|
|
|
0.96 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Median |
|
|
|
218 |
|
|
|
15.6 |
|
|
|
156 |
|
|
|
6.9 |
|
|
|
14.1 |
|
|
|
1,491 |
|
|
|
9.5 |
|
|
|
1.05 |
|
|
|
8.8 |
|
|
|
61.4 |
|
|
|
0.61 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Low |
|
|
|
131 |
|
|
|
10.9 |
|
|
|
112 |
|
|
|
1.3 |
|
|
|
6.0 |
|
|
|
1,007 |
|
|
|
7.5 |
|
|
|
0.51 |
|
|
|
5.5 |
|
|
|
44.2 |
|
|
|
0.21 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OceanFirst Financial Corp. |
|
|
|
|
|
NJ |
|
|
Partners Bancorp |
|
|
MD |
|
|
|
|
|
|
|
185 |
|
|
|
22.6 |
|
|
|
145 |
|
|
|
5.0¹ / 4.3² |
|
|
|
16.6 |
|
|
|
1,638 |
|
|
|
7.8 |
|
|
|
0.50 |
|
|
|
5.7 |
|
|
|
73.1 |
|
|
|
0.49 |
|
1) Core deposits defined as total deposits less
time deposits greater than $100k
2) Core deposits defined as total deposits less
time deposits greater than $250k
Note: Includes nationwide bank and thrift transactions
announced between January 1, 2021 and November 1, 2021 with target’s total assets were between $1.0 billion and $2.0 billion at
announcement and LTM ROAA between 0.0% and 1.25%; Excludes transactions with non-disclosed deal values and transactions with private investors,
private equity buyers or Credit Union buyers
Source: S&P Global Market Intelligence
|
4. |
The disclosure in the section of the Proxy Statement/Prospectus entitled “The Merger—Opinion of Partners’ Financial Advisor—Net Present Value Analyses” is supplemented by adding the following disclosure immediately following the chart labeled “Earnings Per Share Multiples” on page 54: |
The following table describes the discount
rate calculation for Partners common stock prepared by Piper Sandler. In its normal course of business, Piper Sandler employs the Duff
& Phelps Cost of Capital Navigator in determining an appropriate discount rate in which the discount rate equals the sum of the risk
free rate, the equity risk premium, the size premium, and the industry premium.
Risk Free Rate |
|
1.58% per Duff & Phelps Normalized Rate |
Equity Risk Premium |
|
7.25% per Duff & Phelps Cost of Capital Navigator |
Size Premium |
|
3.21% per Duff & Phelps Cost of Capital Navigator |
Industry Premium |
|
0.80% per Duff & Phelps Cost of Capital Navigator |
Discount Rate |
|
12.84% |
|
5. |
The disclosure in the section of the Proxy Statement/Prospectus entitled “The Merger—Opinion of Partners’ Financial Advisor—Net Present Value Analyses” is supplemented by adding the following disclosure immediately following the chart labeled “Earnings Per Share Multiples” on page 55: |
The following table describes the discount
rate calculation for OceanFirst common stock prepared by Piper Sandler. In its normal course of business, Piper Sandler employs the Duff
& Phelps Cost of Capital Navigator in determining an appropriate discount rate in which the discount rate equals the sum of the risk
free rate, the equity risk premium, and the size premium.
Risk Free Rate |
|
1.58% per Duff & Phelps Normalized Rate |
2 Year Beta of Stock |
|
117.8% per Duff & Phelps Cost of Capital Navigator |
Equity Risk Premium |
|
7.25% per Duff & Phelps Cost of Capital Navigator |
Size Premium |
|
1.43% per Duff & Phelps Cost of Capital Navigator |
Discount Rate |
|
11.55% |
Important Information and Where to Find
It:
This Current Report on
Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any
vote or approval with respect to the proposed first-step merger of Partners with and into OceanFirst. No offer of securities shall be
made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, and no offer to sell or solicitation
of an offer to buy shall be made in any jurisdiction in which such offer, solicitation or sale would be unlawful.
In connection with the
proposed integrated mergers, OceanFirst and Partners have filed a registration statement on Form S-4 that includes a proxy statement
of Partners and a prospectus of OceanFirst, which the Securities and Exchange Commission (“SEC”) declared effective on January
18, 2022. Partners commenced mailing of the final proxy statement/prospectus to the Partners shareholders seeking certain approvals related
to the proposed integrated mergers on or about January 19, 2022. Each of OceanFirst and Partners may file with the SEC other relevant
documents concerning the proposed integrated mergers. Before making any voting or investment decision, investors and security holders
are urged to read the final proxy statement/prospectus and any other relevant documents to be filed with the SEC in connection with the
proposed integrated mergers because they contain important information about OceanFirst, Partners and the proposed integrated mergers.
Shareholders are also urged to carefully review OceanFirst’s and Partners’ respective public filings with the SEC, including,
but not limited to, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and
proxy statements. Investors and security holders may obtain free copies of the registration statement and the final proxy statement/prospectus
and other documents filed with the SEC by OceanFirst and Partners through the website maintained by the SEC at www.sec.gov. The reports,
proxy statements and other information filed by OceanFirst with the SEC are available at OceanFirst’s website at www.oceanfirst.com
under the tab “Investor Relations,” and then under the heading “SEC Filings.” The reports, proxy statements and
other information filed by Partners with the SEC are available at Partners’ website at https://www.partnersbancorp.com/investor-relations
under the tab “SEC Filings.” The web addresses of the SEC, OceanFirst and Partners are included as inactive textual references
only. Except as specifically incorporated by reference, the information on OceanFirst’s and Partners’s websites, respectively,
is not, and shall not be deemed to be, a part of this report or incorporated into other filings that either OceanFirst or Partners makes
with the SEC.
OceanFirst, Partners,
and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders
of Partners in connection with the proposed integrated mergers. Information about the directors and executive officers of OceanFirst and
their ownership of OceanFirst’s common stock is set forth in OceanFirst’s proxy statement in connection with its 2021 annual
meeting of shareholders, as previously filed with the SEC on April 20, 2021. Information about the directors and executive officers
of Partners and their ownership of Partners’ common stock is set forth in Partners’ proxy statement in connection with its
2021 annual meeting of shareholders, as previously filed with the SEC on April 7, 2021. Additional information regarding the interests
of these participants and other persons who may be deemed participants in the solicitation of proxies may be obtained by reading the final
proxy statement/prospectus regarding the proposed integrated mergers. Free copies of these documents may be obtained as described above.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
PARTNERS BANCORP |
|
|
|
|
By: |
/s/ Lloyd B. Harrison, III |
|
Name: |
Lloyd B. Harrison, III |
|
Title: |
Chief Executive Officer |
|
|
|
Dated: February 25, 2022
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