We are advising the placement agent on the transaction

Davis Polk is advising the placement agent in connection with OceanFirst Financial Corp.’s $225 million private placement to affiliates of funds managed by Warburg Pincus LLC of shares of common stock, shares of non-voting, common-equivalent stock and a warrant to purchase shares of non-voting, common-equivalent stock. This equity capital raise is expected to close concurrently with the merger between OceanFirst Financial and Flushing Financial Corporation, with OceanFirst Financial surviving the merger, and it is subject to the concurrent closing of the merger and other closing conditions.

OceanFirst Financial’s subsidiary OceanFirst Bank N.A., founded in 1902, is a $14.3 billion regional bank serving business and retail customers throughout New Jersey and the major metropolitan areas between Massachusetts and Virginia. OceanFirst Bank delivers commercial and residential financing solutions, wealth management and deposit services and is one of the largest and oldest community-based financial institutions headquartered in New Jersey.

Flushing Financial is the holding company for Flushing Bank, an FDIC-insured, New York State-chartered commercial bank that operates banking offices in Queens, Brooklyn, Manhattan and Long Island. It offers products, services and conveniences associated with large commercial banks, including a full complement of deposit, loan, equipment finance and cash management services. Flushing’s experienced lending teams create mortgage solutions for real estate owners and property managers both within and outside the New York City metropolitan area.

Headquartered in New York with more than 15 offices globally, Warburg Pincus is the pioneer of global growth investing. A private partnership since 1966, the firm has more than $85 billion in assets under management and more than 215 companies in its active portfolio, diversified across stages, sectors and geographies. Warburg Pincus has invested in more than 1,000 companies across its private equity, real estate and capital solutions strategies. The firm has a nearly 30-year history of investing in the banking sector, having invested over $4.5 billion in 23 regulated banking institutions around the world.

The Davis Polk capital markets team includes partner Yasin Keshvargar and associate Kerim K. Aksoy. All members of the Davis Polk team are based in the New York office.