Filing Details

 

SUN BANCORP, INC.

(Name of Issuer)

Common Stock, Par Value $5.00

(Title and Class of Securities)

86663B201

(CUSIP Number)

WL Ross & Co. LLC

1166 Avenue of the Americas

New York, New York 10036

Attention: Ben Gruder

Telephone Number: (212) 826-1100

Facsimile Number: (212) 278-9645

With a copy to:

David Ingles

Skadden, Arps, Slate, Meagher & Flom LLP

4 Times Square

New York, New York 10036

Telephone: (212) 735-3000

Facsimile Number: (212) 735-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 31, 2018

(Date of Event which Requires Filing of this Statement)

(1)	Effective as of February 27, 2017, El Vedado, LLC ceased to be the beneficial owner of any shares of common stock.

(1)	Effective as of February 27, 2017, WL Ross Group, L.P. ceased to be the beneficial owner of any shares of common stock.

(1)	Effective as of February 27, 2017, Wilbur L. Ross, Jr. ceased to be the beneficial owner of any shares of common stock.

Item 1. Security and Issuer.

This Amendment (this “Fourth Amendment”) amends and supplements the Schedule 13D filed on October 4, 2010 by the Reporting Persons (the “Schedule 13D”), the First Amendment to the Schedule 13D filed on November 8, 2010, the Second Amendment to the Schedule 13D filed on March 24, 2011 and the Third Amendment to the Schedule 13D filed on April 13, 2011 relating to the common stock, par value $5.00 per share (the “Common Stock”), of Sun Bancorp, Inc., a New Jersey corporation (the “Company”).  The Company’s principal executive offices are located at 350 Fellowship Road, Suite 101, Mount Laurel, New Jersey 08054.  Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule 13D, as amended.

This Fourth Amendment is the Reporting Persons’ final amendment to the Schedule 13D, as amended, and constitutes an exit filing.

Item 4. Purpose of Transaction.

The disclosure provided in Item 4 of the Schedule 13D as amended hereby is updated to include the following additional disclosure:

On January 31, 2018, pursuant to that certain Agreement and Plan of Merger, dated as of June 30, 2017 (the “Merger Agreement”), by and among OceanFirst Financial Corp. (“Ocean”), Mercury Merger Sub Corp. (“Merger Sub”), and the Company, the parties thereto consummated the transactions contemplated by the Merger Agreement.  In accordance with the Merger Agreement, (i) Merger Sub merged with and into the Company (the “First-Step Merger”), with the Company surviving the First-Step Merger, and (ii) immediately following the completion of the First-Step Merger, the Company merged with and into Ocean (the “Second-Step Merger”), with Ocean surviving the Second-Step Merger. At the effective time of the First-Step Merger, each outstanding share of the Company’s Common Stock was converted into the right to receive, at the election of the holder thereof and subject to the allocation and proration procedures set forth in the Merger Agreement, either (i) $24.99 in cash or (ii) 0.9289 shares of Ocean Common Stock.

In connection with the consummation of the transactions contemplated by the Merger Agreement, James B. Lockhart III, Vice Chairman of WL Ross & Co. LLC (“WLR”), no longer serves on the Company Board or the Bank Board, a representative of WLR will no longer be appointed to the Company Board or the Bank Board and a representative of WLR will not be nominated to serve on the Ocean board of directors.

Item 5. Interest in Securities of the Issuer.

The disclosure provided in Item 5 of the Schedule 13D as amended hereby is updated to include the following additional disclosure:

Upon consummation of the transactions contemplated by the Merger Agreement on January 31, 2018, as described in Item 4 above, the Reporting Persons ceased to hold sole power to vote or to direct the vote, shared power to vote or direct the vote, sole power to dispose or direct the disposition of, or shared power to dispose or direct the disposition of any shares of Common Stock of the Company.

Upon consummation of the transactions contemplated by the Merger Agreement on January 31, 2018, the Reporting Persons ceased to be the beneficial owner of more than 5% of the total amount of outstanding Common Stock of the Company.

Effective as of February 27, 2017, Wilbur L. Ross, Jr., WL Ross Group, L.P. and El Vedado, LLC ceased to be beneficial owners of any shares of Common Stock of the Company.

SIGNATURE

 

 

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

 

Dated:  February 6, 2018