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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): October 13, 2017
Sun Bancorp, Inc.
(Exact name of registrant as specified in its charter)
New Jersey
0-20957
52-1382541
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
     
350 Fellowship Rd., Suite 101, Mt. Laurel, N.J.
08054
(Address of principal executive
Offices)
(Zip Code)
   
   
Registrant's telephone number, including area code (856) 691-7700
Not Applicable
(Former name or former address, if changed since last report.)
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:
 
    ☒
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))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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, Sun Bancorp, Inc. ("Sun"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with OceanFirst Financial Corp. ("OceanFirst") and Mercury Merger Sub Corp. ("Merger Sub"), a wholly-owned subsidiary of OceanFirst. Pursuant to the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge (the "First-Step Merger") with and into Sun, with Sun as the surviving entity, and immediately following the effective time of the First-Step Merger, Sun will merge with and into OceanFirst, with OceanFirst as the surviving entity (together with the First-Step Merger, the "Integrated Mergers").  The proposed merger is described in the Joint Proxy Statement/Prospectus filed on September 20, 2017 in connection with the merger (the "Joint Proxy Statement/Prospectus").  This Current Report on Form 8-K provides certain additional information regarding the merger.
As previously disclosed in the Joint Proxy Statement/Prospectus, Sun, the members of the Sun board of directors (the "Sun Board"), OceanFirst and Merger Sub have been named as defendants in three substantially similar putative class action lawsuits filed by alleged shareholders of Sun in the Superior Court of New Jersey, Burlington County, Chancery Division, captioned Bruce Oswald v. Sun Bancorp, Inc., et al., Docket No. C 000070 17; Robert Rumsey v. Sun Bancorp, Inc., et al., Docket No. C 000071 17; and Paul D. Chetcuti v. Sun Bancorp, Inc., et al., Docket No. C 000072 17. On July 31, 2017, the plaintiffs in such class action lawsuits filed a motion to consolidate all three actions, and for the appointment of interim lead counsel. On August 28, 2017, the court granted the motion to consolidate, consolidating all three actions under the caption In re Sun Bancorp, Inc. Consolidated Stockholder Litigation, Docket No. C-70-17.  These actions allege, among other things, that the members of the Sun Board breached their fiduciary duties, including by failing to disclose material information about the transaction. In addition, on September 22, 2017, another alleged shareholder of Sun filed a putative class action lawsuit against Sun, the Sun Board, Ocean First and Merger Sub in the United States District Court for the District of New Jersey, captioned Paul Parshall v. Sun Bancorp, Inc., et al., No. 1:17-cv-07368, in which the plaintiff alleged that the defendants violated Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, as amended, and certain rules and regulations promulgated thereunder by not disclosing certain allegedly material facts about the transaction.
Sun believes that the claims asserted in these lawsuits are without merit and that no further disclosure is required under applicable law.  However, to avoid the risk that the lawsuits may delay or otherwise adversely affect the consummation of the transaction and to minimize the burden and expense of further litigation, Sun wishes to voluntarily make the supplemental disclosures related to the proposed merger set forth below.  In light of the supplemental disclosures, the plaintiffs in the lawsuits have agreed to dismiss their individual claims with prejudice.  Nothing in this Current Report on Form 8-K shall be deemed an admission of the legal necessity or materiality under applicable law of any of the disclosures set forth herein.  Sun specifically denies that any further disclosure is required to supplement the Joint Proxy Statement/Prospectus under applicable law.

Supplemental Disclosures

The following materials supplement the statements contained in the Joint Proxy Statement/Prospectus and should be read in conjunction with those statements in their entirety. To the extent the information set forth herein differs from or updates information contained in the Joint Proxy Statement/Prospectus, the information set forth herein shall supersede or supplement the information in the Joint Proxy Statement/Prospectus. Nothing in this Current Report shall be deemed an admission of the legal necessity or materiality of the disclosures set forth herein, either separately or taken together.  All page references are to pages in the Joint Proxy Statement/Prospectus, and terms used below, unless otherwise defined, have the meanings set forth in the Proxy Statement.

The following disclosure is hereby added immediately prior to the first full paragraph on page 57 of the Joint Proxy Statement/Prospectus under the heading "Opinion of Sun's Financial Advisor":
The following table summarizes the publicly available consensus analyst earnings per share estimates for Sun for the years ending December 31, 2017 through December 31, 2019, as well as estimated internal long-term earnings for the years thereafterbased on an estimated per share growth rate of 8% for 2020 and 2021, as provided by the senior management of Sun.
 
2017(E)
2018(E)
2019(E)
2020(E)
2021(E)
Earnings Per Share
$0.41
$0.54
$0.65
$0.70
$0.76
Dividends Per Share
$0.03
$0.04
$0.04
$0.04
$0.04
The following table summarizes the publicly available consensus analyst earnings per share estimates for OceanFirst for the years ending December 31, 2017 through December 31, 2019, as well as estimated internal long-term earnings for the years thereafter based on an estimated per share growth rate of 8% for 2020 and 2021, as provided by the senior management of OceanFirst.
 
2017(E)
2018(E)
2019(E)
2020(E)
2021(E)
Earnings Per Share
$1.62
$1.86
$2.02
$2.18
$2.35
Dividends Per Share
$0.45
$0.68
$0.75
$0.82
$0.91

The following disclosure is hereby added immediately prior to the last paragraph on page 60 of the Joint Proxy Statement/Prospectus under the heading "Opinion of Sun's Financial Advisor":
The individual multiples and financial benchmarking metrics for the  Sun Regional Peers are as set forth below:
Sun Comparable Company Analysis: Sun Regional Peers
Financial Data as of or for the Period Ending 03/31/2017
  
Balance Sheet
Capital Position
LTM Profitability
Valuation
Pricing Data as of June 28, 2017
                      
Price/
      
                                         
Company
City, State
Ticker
Total Assets ($mm)
Loans/
Deposits
 (%)
NPAs1/
Total
 Assets (%)
TCE/
TA
 (%)
Leverage
Ratio
 (%)
Total
RBC
Ratio
 (%)
CRE2/
Total
RBC
 (%)
Core3
ROAA
 (%)
Core3
ROAE
 (%)
Net
Interest
 Margin
 (%)
Efficiency Ratio
 (%)
Tang.
Book
Value
 (%)
LTM
EPS
 (x)
2017
Est.
EPS4
 (x)
2018
Est.
EPS4
 (x)
Current
Dividend
Yield
 (%)
LTM
Dividend
Ratio
 (%)
Market
Value
 ($mm)
Peapack-Gladstone Financial Corporation
Bedminster, NJ
PGC
3,948
100.3
0.69
8.56
8.66
13.41
537.1
0.77
9.38
2.71
58.1
166
18.6
17.85
14.25
0.6
11.6
562
Financial Institutions, Inc.
Warsaw, NY
FISI
3,860
75.8
0.15
6.16
7.30
12.75
140.1
0.90
10.08
3.22
58.2
187
14.1
14.1
13.0
2.8
38.7
436
Northfield Bancorp, Inc.
Woodbridge, NJ
NFBK
3,844
113.4
0.71
15.52
15.63
19.37
361.8
0.87
5.35
2.99
57.9
144
24.8
28.0
26.5
1.8
45.7
848
First of Long Island Corporation
Glen Head, NY
FLIC
3,607
97.4
0.09
8.77
8.82
16.17
289.6
0.93
10.57
2.89
48.8
213
20.8
18.9
17.1
2.0
40.8
679
Bryn Mawr Bank Corporation
Bryn Mawr, PA
BMTC
3,293
96.9
0.45
8.32
8.77
12.30
310.0
1.24
10.48
3.72
61.2
269
19.4
17.4
14.6
2.0
38.6
710
Arrow Financial Corporation
Glens Falls, NY
AROW
2,656
80.2
0.23
8.06
9.37
14.98
111.9
1.05
11.70
3.14
58.0
202
16.1
15.25
13.15
3.1
50.0
429
CNB Financial Corporation
Clearfield, PA
CCNE
2,592
94.2
1.10
7.56
8.50
15.12
224.5
0.95
10.87
3.71
62.0
188
15.8
15.8
12.8
2.8
44.0
362
Peoples Financial Services Corp.
Scranton, PA
PFIS
2,024
96.6
0.58
9.82
10.16
13.35
244.8
1.02
7.80
3.74
58.3
169
16.6
NA
NA
2.8
47.0
324
Republic First Bancorp, Inc.
Philadelphia, PA
FRBK
1,969
59.6
1.74
10.86
12.21
18.27
176.2
0.31
3.64
3.10
86.2
248
NM
NM
34.4
0.0
0.0
530
BCB Bancorp, Inc.
Bayonne, NJ
BCBP
1,805
102.1
2.32
6.54
7.61
10.80
467.5
0.53
6.95
3.30
76.6
148
21.5
NA
NA
3.6
77.8
175
ESSA Bancorp, Inc.
Stroudsburg, PA
ESSA
1,759
98.3
1.22
9.34
9.48
14.73
92.4
0.40
4.02
2.83
78.6
105
22.1
21.25
NA
2.4
53.7
172
Chemung Financial Corporation
Elmira, NY
CHMG
1,736
79.9
1.10
7.23
7.95
12.10
349.0
0.68
7.97
3.36
72.7
161
19.2
15.85
13.15
2.5
48.1
196
Codorus Valley Bancorp, Inc.
York, PA
CVLY
1,671
101.3
0.42
9.33
10.40
13.50
301.3
0.90
8.85
3.85
63.8
152
17.3
NA
NA
1.9
31.2
236
______________
Notes:
(1)
Nonperforming assets defined as nonaccrual loans and leases, renegotiated loans and leases, and real estate owned
(2)
CRE defined as total non-owner-occupied CRE loans (including CLD loans), as defined in the 2006 FED guidance; most recent regulatory data available used
(3)
Core income defined as net income after taxes and before extraordinary items, less net income attributable to non-controlling interest, gain on the sale of held to maturity and available for sale securities, amortization of intangibles, goodwill and nonrecurring items
(4)
Price/ forward earnings multiples per analyst consensus median estimates from CapitalIQ

(5)
Price/ forward earnings multiples per analyst consensus median estimates from SNL Financial
Note:
Includes banks and thrifts traded on the NYSE or NASDAQ headquartered in New Jersey, New York, or Pennsylvania with assets between $1.5Bn and $4.0Bn (excluding targets of announced mergers)
Note:
"NM" is defined as having an earnings multiple that is either negative or in excess of 40x
Source:
SNL Financial


The following disclosure is hereby added at the end of page 61 of the Joint Proxy Statement/Prospectus under the heading "Opinion of Sun's Financial Advisor":
The individual multiples and financial benchmarking metrics for the Sun Overcapitalized Peers are as set forth below:
Sun Comparable Company Analysis: Sun Overcapitalized Peers
Financial Data as of or for the Period Ending 03/31/2017
  
Balance Sheet
Capital Position
LTM Profitability
Valuation
Pricing Data as of June 28, 2017
                        
Price/
      
                                         
Company
City, State
Ticker
Total Assets ($mm)
Loans/
Deposits
 (%)
NPAs1/
Total
 Assets (%)
TCE/
TA
 (%)
Leverage
Ratio
 (%)
Total
RBC
Ratio
 (%)
CRE2/
Total
RBC
 (%)
Core3
ROAA
 (%)
Core3
ROAE
 (%)
Net
Interest
 Margin
 (%)
Efficiency Ratio
 (%)
Tang.
Book
Value
 (%)
LTM
EPS
 (x)
2017
Est.
EPS4
 (x)
2018
Est.
EPS4
 (x)
Current
Dividend
Yield
 (%)
LTM
Dividend
Ratio
 (%)
Market
Value
 ($mm)
State Bank Financial Corporation
Atlanta, GA
STBZ
4,203
83.7
0.33
12.91
13.04
15.49
285.9
1.44
9.38
4.68
58.4
200
21.0
19.2
15.7
2.1
43.1
1,062
Oritani Financial Corp.
Township of Washington, NJ
ORIT
4,126
132.9
0.26
13.49
13.64
16.13
549.8
1.11
7.85
2.86
39.1
142
13.4
17.2
17.3
4.1
93.0
791
Northfield Bancorp, Inc.
Woodbridge, NJ
NFBK
3,844
113.4
0.71
15.52
15.63
19.37
361.8
0.87
5.35
2.99
57.9
144
24.8
28.0
26.5
1.8
45.7
848
First Financial Corporation
Terre Haute, IN
THFF
2,957
75.0
0.72
13.37
13.63
18.64
82.9
1.16
8.28
4.04
60.4
149
16.8
16.3
16.1
2.1
35.5
581
Blue Hills Bancorp, Inc.
Norwood, MA
BHBK
2,497
107.0
0.53
15.55
15.64
20.45
157.7
0.46
2.73
2.69
73.6
125
30.0
36.0
28.1
1.1
23.3
483
Territorial Bancorp Inc.
Honolulu, HI
TBNK
1,936
88.4
0.31
12.02
12.56
27.50
11.8
0.89
7.24
3.24
55.5
133
17.6
16.7
15.5
2.5
52.2
311
Waterstone Financial, Inc.
Wauwatosa, WI
WSBF
1,727
126.3
1.11
24.00
23.91
33.35
170.4
1.60
6.94
2.79
73.8
134
18.3
17.35
14.35
2.5
38.8
557
People's Utah Bancorp
American Fork, UT
PUB
1,718
78.4
0.63
13.61
14.10
20.11
204.9
1.54
11.08
4.65
55.2
206
19.6
19.2
17.3
1.2
21.9
481
BankFinancial Corporation
Burr Ridge, IL
BFIN
1,603
99.8
0.48
12.56
11.58
16.65
365.9
0.55
4.12
3.24
73.8
136
38.2
25.5
21.3
1.9
56.4
274
Veritex Holdings, Inc.
Dallas, TX
VBTX
1,522
83.6
0.22
14.35
14.66
21.23
177.9
1.05
8.02
3.52
54.1
187
24.5
22.8
15.6
0.0
0.0
399
Charter Financial Corporation
West Point, GA
CHFN
1,485
84.7
0.58
12.14
12.92
17.93
242.8
1.15
8.05
3.75
64.6
150
19.5
18.95
14.45
1.5
23.9
265
Clifton Bancorp Inc.
Clifton, NJ
CSBK
1,432
120.0
0.39
20.72
21.22
36.91
88.2
0.35
1.53
2.31
70.8
127
NM
NM
39.7
1.4
114.3
372
National Bankshares, Inc.
Blacksburg, VA
NKSH
1,243
62.3
1.00
14.31
15.30
27.47
127.6
1.22
8.17
3.46
51.8
162
19.3
18.25
15.75
2.7
54.2
287
Citizens & Northern Corporation
Wellsboro, PA
CZNC
1,234
77.7
1.12
14.35
14.29
23.72
79.1
1.22
8.00
3.75
59.2
164
18.3
18.05
14.85
4.4
80.6
287
______________
Notes:
(1)
Nonperforming assets defined as nonaccrual loans and leases, renegotiated loans and leases, and real estate owned
(2)
CRE defined as total non-owner-occupied CRE loans (including CLD loans), as defined in the 2006 FED guidance; most recent regulatory data available used
(3)
Core income defined as net income after taxes and before extraordinary items, less net income attributable to non-controlling interest, gain on the sale of held to maturity and available for sale securities, amortization of intangibles, goodwill and nonrecurring items
(4)
Price/ forward earnings multiples per analyst consensus median estimates from CapitalIQ

(5)
Price/ forward earnings multiples per analyst consensus median estimates from SNL Financial
Note:
Includes banks and thrifts traded on the NYSE or NASDAQ with assets between $1.2Bn and $4.5Bn and TCE / TA greater than 12.0% (excluding targets of announced mergers and Cass Information Systems due to their unique business model)
Note:       "NM" is defined as having an earnings multiple that is either negative or in excess of 40x
Source:    SNL Financial


The following disclosure is hereby added at the end of page 62 of the Joint Proxy Statement/Prospectus under the heading "Opinion of Sun's Financial Advisor":
The individual multiples and financial benchmarking metrics for the  OceanFirst Peers are as set forth below:
OceanFirst Comparable Company Analysis: OceanFirst Peers
Financial Data as of or for the Period Ending 03/31/2017
  
Balance Sheet
Capital Position
LTM Profitability
Valuation
Pricing Data as of June 28, 2017
                        
Price/
      
                                         
Company
City, State
Ticker
Total Assets ($mm)
Loans/
Deposits
 (%)
NPAs1/
Total
 Assets (%)
TCE/
TA
 (%)
Leverage
Ratio
 (%)
Total
RBC
Ratio
 (%)
CRE2/
Total
RBC
 (%)
Core3
ROAA
 (%)
Core3
ROAE
 (%)
Net
Interest
 Margin
 (%)
Efficiency Ratio
 (%)
Tang.
Book
Value
 (%)
LTM
EPS
 (x)
2017
Est.
EPS4
 (x)
2018
Est.
EPS4
 (x)
Current
Dividend
Yield
 (%)
LTM
Dividend
Ratio
 (%)
Market
Value
 ($mm)
NBT Bancorp Inc.
Norwich, NY
NBTB
8,945
87.2
0.62
7.46
9.08
12.40
149.5
0.96
9.24
3.42
60.0
248
19.2
18.9
18.0
2.5
49.7
1,600
Community Bank System, Inc.
De Witt, NY
CBU
8,914
67.2
0.29
8.16
10.35
18.79
54.3
1.28
9.07
3.70
59.0
343
22.4
22.5
20.8
2.3
54.0
2,817
S&T Bancorp, Inc.
Indiana, PA
STBA
7,065
105.7
0.85
8.26
8.92
12.02
374.2
1.10
8.89
3.46
52.6
225
16.9
16.1
14.8
2.2
37.0
1,261
First Commonwealth Financial Corporation
Indiana, PA
FCF
6,809
98.8
0.84
8.52
9.85
12.25
233.4
0.98
8.71
3.36
58.6
201
17.2
16.6
14.8
2.5
40.8
1,236
Flushing Financial Corporation
Uniondale, NY
FFIC
6,231
112.8
0.56
8.19
8.92
14.52
548.0
0.69
8.17
2.96
60.8
159
19.7
16.9
16.5
2.6
29.5
812
Dime Community Bancshares, Inc.
Brooklyn, NY
DCOM
6,095
127.6
0.23
8.57
9.91
12.98
906.5
0.71
7.36
2.63
48.9
141
17.5
15.2
13.4
2.9
61.5
738
Beneficial Bancorp, Inc.
Philadelphia, PA
BNCL
5,862
96.1
0.41
15.07
16.18
23.03
175.9
0.61
3.36
3.06
71.6
134
32.1
33.4
28.1
1.6
46.2
1,152
Lakeland Bancorp, Inc.
Oak Ridge, NJ
LBAI
5,248
92.5
0.57
8.20
8.97
13.29
375.3
0.97
9.38
3.37
56.1
213
18.0
17.9
15.7
2.1
37.6
890
TrustCo Bank Corp NY
Glenville, NY
TRST
4,887
82.1
0.85
8.97
9.12
19.15
22.4
0.88
9.80
3.11
55.6
169
17.4
17.1⁵
13.8⁵
3.4
58.3
739
Kearny Financial Corp.
Fairfield, NJ
KRNY
4,796
109.4
0.52
21.02
21.92
32.35
226.7
0.42
1.70
2.40
68.6
132
NM
NM
NM
0.8
42.9
1,287
ConnectOne Bancorp, Inc.
Englewood Cliffs, NJ
CNOB
4,461
106.4
1.85
9.08
9.44
11.83
523.2
0.68
5.77
3.36
43.8
185
23.9
14.1
12.2
1.3
28.6
723
Univest Corporation of Pennsylvania
Souderton, PA
UVSP
4,274
99.3
0.62
8.06
8.75
12.44
210.2
0.93
7.54
3.79
67.7
243
28.0
17.6
14.7
2.7
84.2
801
Oritani Financial Corp.
Township of Washington, NJ
ORIT
4,126
132.9
0.26
13.49
13.64
16.13
549.8
1.11
7.85
2.86
39.1
142
18.0
17.2
17.3
4.1
93.0
791
TriState Capital Holdings, Inc.
Pittsburgh, PA
TSC
4,075
106.6
0.45
7.31
7.56
12.39
314.7
0.79
8.49
2.20
66.0
242
23.9
20.6
15.7
0.0
0.0
710
______________
Notes:
(1)
Nonperforming assets defined as nonaccrual loans and leases, renegotiated loans and leases, and real estate owned
(2)
CRE defined as total non-owner-occupied CRE loans (including CLD loans), as defined in the 2006 FED guidance; most recent regulatory data available used
(3)
Core income defined as net income after taxes and before extraordinary items, less net income attributable to non-controlling interest, gain on the sale of held to maturity and available for sale securities, amortization of intangibles, goodwill and nonrecurring items
(4)
Price/ forward earnings multiples per analyst consensus median estimates from CapitalIQ
(5)
Price/ forward earnings multiples per analyst consensus median estimates from SNL Financial
Note:
Includes banks and thrifts traded on the NYSE or NASDAQ headquartered in New Jersey, New York, or Pennsylvania with assets between $3.5Bn and $9.0Bn (excluding targets of announced mergers)
Note:
"NM" is defined as having an earnings multiple that is either negative or in excess of 40x
Source:
SNL Financial



The following disclosure is hereby added immediately following the last paragraph on page 65 of the Joint Proxy Statement/Prospectus under the heading "Opinion of Sun's Financial Advisor":
The following table describes the discount rate calculation for Sun common stock prepared by Sandler O'Neill. In its normal course of business, Sandler O'Neill employs the Duff & Phelps valuation handbook in determining an appropriate discount rate in which the discount rate equals the sum of the risk free rate, the equity risk premium, the industry premium and the size premium.


Risk Free Rate
2.14%
  
Based on Normalized 10yr US Treasury
  
Equity Risk Premium
5.86%
  
Per Duff & Phelps 2017 Valuation Handbook
  
Size Premium
3.67%
  
Per Duff & Phelps 2017 Valuation Handbook
  
Industry Premium
1.09%
  
Per Duff & Phelps 2017 Valuation Handbook
  
Discount Rate
12.76%
    

 
The following disclosure is hereby added immediately prior to the table titled "Earnings Per Share Multiples" on page 67 of the Joint Proxy Statement/Prospectus under the heading "Opinion of Sun's Financial Advisor":
The following table describes the discount rate calculation for OceanFirst common stock prepared by Sandler O'Neill. In its normal course of business, Sandler O'Neill employs the Duff & Phelps valuation handbook in determining an appropriate discount rate in which the discount rate equals the sum of the risk free rate, the equity risk premium, the industry premium and the size premium.


Risk Free Rate
2.14%
  
Based on Normalized 10yr US Treasury
  
Equity Risk Premium
5.86%
  
Per Duff & Phelps 2017 Valuation Handbook
  
Size Premium
1.75%
  
Per Duff & Phelps 2017 Valuation Handbook
  
Industry Premium
1.09%
  
Per Duff & Phelps 2017 Valuation Handbook
  
Discount Rate
10.84%
    
 
The following disclosure is hereby added immediately prior to last sentence in the third full paragraph on page 68  of the Joint Proxy Statement/Prospectus under the heading "Opinion of Sun's Financial Advisor – Sandler O'Neill's Relationship":
In the two years preceding the date of Sandler O'Neill's opinion, Sandler O'Neill received compensation from OceanFirst of approximately $1,900,000 in the aggregate for investment banking services.
The following disclosure is hereby added at the end of the third paragraph on page 50  of the Joint Proxy Statement/Prospectus under the heading "Background of the Transactions":
When Messrs. Maher and O'Brien met on May 23, 2017, they discussed the leadership and board composition of the combined company.

SIGNATURE
 
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.

               Sun Bancorp, Inc.





Date:  October 13, 2017                  By: /s/Patricia M. Schaubeck                              
                       Name: Patricia M. Schaubeck
                       Title: Executive Vice President and General Counsel