Robert A. Schwartz | 120 Albany Street Plaza, | New Brunswick, NJ 08901 | |
732.448.2548 | T. 732.846.7600 | F. 732.846.8877 | |
rschwartz@windelsmarx.com | ||
June 5, 2015 |
VIA EDGAR
United States Securities and Exchange Commission
Washington, DC 20549
Re: | OceanFirst Financial Corp. |
Registration Statement on Form S-4
Submitted April 17, 2015,
as amended on April 22, 2015, and May 20, 2015
CIK No. 0001004702
Gentlemen:
Transmitted along with this cover letter is Amendment No. 3 to the Registration Statement on Form S-4 of OceanFirst Financial Corp. We have filed Amendment No. 3 to, among other things, address the comments contained in the June 3, 2015 letter from Kathryn McHale, Senior Staff Attorney. Set forth below is our response to each of the comments contained in Ms. McHale’s letter.
Material United States Federal Income Tax Consequences of the Merger, page 57
1. | We acknowledge your response to our letter to you dated May 8, 2015. As we requested, please revise this section to remove all qualifying language, including the ultimate paragraph in bold which describes this section as a summary and “not a complete analysis or discussion” and the introductory clause in the third paragraph on page 60 which states: “If the merger is treated as a reorganization under Section 368(a) of the Internal Revenue Code…”. |
Response: We have made the requested revisions to remove qualifying language from the section entitled “Material United States Federal Income Tax Consequences of the Merger”.
If you have any questions regarding the foregoing, please call the undersigned at (732) 448-2513
Very truly yours, |
/s/ Robert A. Schwartz |
Robert A. Schwartz |
RAS:GTK