Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - BNC BANCORP | d8k.htm |
| EX-2.1 - PURCHASE & ASSUMPTION AGREEMENT - BNC BANCORP | dex21.htm |
| EX-99.1 - PRESS RELEASE - BNC BANCORP | dex991.htm |
 April 9, 2010
FDIC Assisted Transaction of:
Beach First National Bank
Myrtle Beach, SC
Exhibit 99.2 |
 Forward-Looking Statements
This presentation contains forward-looking statements relating to the
financial condition, results of operations and business of BNC
Bancorp and its subsidiary Bank of North Carolina. These forward-looking statements involve risks
and uncertainties and are based on the beliefs and assumptions of the
management of BNC Bancorp, and the information available to
management at the time that this presentation was prepared. Factors that could cause actual
results to differ materially from those contemplated by such
forward-looking statements include, among others, the
following: (i) general economic or business conditions, either nationally
or regionally, may be less favorable than expected, resulting in,
among other things, a deterioration in credit quality and/or a reduced demand for credit or
other services; (ii) changes in the interest rate environment may reduce
net interest margins and/or the volumes and values of loans made or
held as well as the value of other financial assets held; (iii) competitive pressures among
depository and other financial institutions may increase significantly;
(iv) legislative or regulatory changes, including changes in
accounting standards, may adversely affect the businesses in which BNC Bancorp is engaged;
(v) local, state or federal taxing authorities may take tax positions that
are adverse to BNC Bancorp; (vi) adverse changes may occur in the
securities markets; (vii) competitors of BNC Bancorp may have greater financial resources
and develop products that enable them to compete more successfully than
BNC Bancorp; (viii) costs or difficulties related to the
integration of Beach First National Bank (“Beach First”) may be greater than expected; (ix) expected
cost savings associated with our acquisition of Beach First may not be
fully realized or realized within the expected time frame; and (x)
deposit attrition, customer loss or revenue loss following our acquisition of Beach First may be
greater than expected. Additional factors affecting BNC
Bancorp and Bank of North Carolina are discussed in BNC
Bancorp’s filings with the Securities and Exchange Commission (the
“SEC”), Annual Report on Form 10-K, its Quarterly
Reports on Form 10-Q and its Current Reports on Form 8-K. Please refer to the Securities and Exchange
Commission’s website at
www.sec.gov where you can review those
documents. BNC Bancorp does not undertake a duty to update
any forward-looking statements made during this presentation. 2
|
 Transaction Overview
Structure:
Bank
of
North
Carolina
has
purchased
substantially
all
assets
and
assumed
substantially
all
liabilities of Beach First National Bank from the FDIC
•
Bank of North Carolina has not purchased or assumed any holding company
assets or liabilities Assets:
Purchased approximately $620 million in total assets, including $490
million in loans •
All loans and other real estate owned are covered by the FDIC loss sharing
agreement •
No First Loss Tranche
•
FDIC assumes 80% of losses on all of the assets purchased
Liabilities:
Assumed approximately $505 million in customer deposits
•
No deposit premium paid
Additional Information:
•
Bank
of
North
Carolina
conducted
a
week
of
onsite
due
diligence,
including
loan
portfolio
review
•
Transaction closed on April 9, 2010
•
Bank
of
North
Carolina
will
operate
in
South
Carolina
under
the
name
“BNC
Bank”
•
Currently no Saturday banking hours; combined operations commence on April
12, 2010 3 |
 Transaction Rationale
Consistent with Bank of North Carolina’s operating strategy and
long-term goals •
Augmented footprint in the Carolinas further enhances a strong core
deposit franchise •
Establishes
a
quality,
healthy
bank
in
a
struggling
market
which
demands
one,
where
there
are
abundant opportunities to increase market share
•
Bank of North Carolina has demonstrated its ability to successfully enter
new markets Opportunity to expand and diversify retail deposit
franchise •
7 branches, approximately $505 million in customer deposits
Opportunity to build upon Bank of North Carolina’s operating
history •
Leading deposit market share in core city markets
•
Meaningful net interest margin expansion
•
Historically attractive level of fee revenue
Attractive financial metrics
•
Immediately accretive to earnings per share and tangible book value per
share 4 |
 Transaction Rationale (Continued)
Attractive financial metrics (Continued)
•
Strong pro forma capital levels; no capital raise necessary to complete
transaction •
Credit risk mitigated through loss-sharing agreement
Initial expansion into South Carolina
•
Attractive coastal corridor with relatively few remaining healthy
competitors •
Ongoing disruption in South Carolina will continue to present growth
opportunities 5 |
 Transaction Execution Team
Bank
of
North
Carolina
–
Executive
Management
Team
•
W. Swope Montgomery, Jr. –
Chief Executive Officer
•
Richard D. Callicutt
II –
President & Chief Operating Officer
•
David B. Spencer –
Executive Vice President and Chief Financial Officer
Third-Party Advisors
Investment Banker –
Banks Street Partners, LLC
Legal Counsel –
Womble
Carlyle Sandridge
& Rice, PLLC
Integration Advisor –
DD&F Consulting Group
6 |
 Overview of Beach First National Bank
•
Founded in 1996
•
The parent holding company, Beach First National Bancshares, Inc., was
previously traded on the NASDAQ under the symbol
“BFNB” •
Beach First National Bank serves the Grand Strand and Hilton Head Island
markets with seven banking offices
•
Branch locations include 3 in Myrtle Beach, 1 in North Myrtle Beach, 2 in
Hilton Head, and 1 in Pawleys
Island
•
Voted
“Best
Community
Bank”
in
Myrtle
Beach
2
of
the
last
3
years
by
the
Myrtle
Beach Herald
•
Strong deposit market and retail following
•
Top market share in Myrtle Beach, according to June 2009 FDIC Deposit
Survey •
Overall 19th deposit market share in the state of South Carolina
•
Attractive deposit mix
•
Minimal brokered deposits (approximately 5% of total deposits)
•
Favorable long-term demographics
•
6% projected population growth in attractive coastal markets (SNL
Financial) 7 |
 Preparation Timeline for FDIC Deals
8
August 2009
Banks Street Partners
discusses assisted
transaction opportunities
with management team
September 2009
BSP models specific
transaction and presents to
BNC Bancorp Board of
Directors ; BSP engaged as
financial advisor
October 2009
Company engages Womble
Carlyle as special legal counsel;
face-to-face discussions held
with state and federal regulators
February 2010
Bank of North Carolina’s
regulatory exam is completed
March 2010
Management and BSP evaluate Beach First
National Bank assisted transaction and
decide to pursue first bid; DD&F
Consulting engaged as integration advisor
March 2010
Team of 12 employees conduct
week-long onsite due
diligence at Beach First
National Bank headquarters
March 2010 -
April 2010
Management evaluates pro forma
balance sheet and arrives at final bid
April 2010
OCC closes Beach First
National Bank; FDIC
appointed receiver, and Bank
of North Carolina awarded
franchise per terms of
executed purchase and
assumption agreement
October 2009 -
January 2010
Company explores offensive
capital opportunities |
 Combined Franchise –
High Growth Markets
9
Bank of North Carolina
Offices
BNC Bank Offices |
 Beach First –
Deposit Market Share
10 |
 Deposit Mix –
Stand Alone and Pro Forma
11
Source: FDIC Call Reports
Transaction
10%
Money Market
31%
Savings
1%
Retail CDs
18%
Jumbo CDs
40%
Combined Franchise
Transaction
9%
Money Market
38%
Savings
1%
Retail CDs
11%
Jumbo CDs
41%
Bank of North Carolina |
 Loan Portfolio –
Stand Alone and Pro Forma
12
Source: FDIC Call Reports
ADC
22%
Residential
Mortgage
24%
Multifamily
3%
Commercial RE
39%
C&I
10%
Consumer
1%
Leases
1%
Bank of North Carolina
ADC
22%
Residential
Mortgage
26%
Multifamily
3%
Commercial RE
37%
C&I
10%
Consumer
1%
Leases
1%
Combined Franchise |
 Direct and Straightforward Transition Plan
Unified Message
•
Senior management has communicated with all Beach First management and
branch managers •
Additional meetings with Beach First employees for introduction to the
company and an overview of our transition plans
•
Multiple qualified candidates identified and being interviewed to run the
South Carolina franchise
Over 50 Bank of North Carolina bankers currently working in Beach
First’s locations •
Positioned in each branch to greet customers, provide support and ensure
a smooth transition •
Bank of North Carolina employees in each location to facilitate a
seamless transition. Ongoing support from the NC franchise
to ensure the complete success of the conversion.
Transition
•
Bank of North Carolina integration team, including Senior Management, has
been identified and is organized to ensure a seamless
transition •
Bank of North Carolina has begun oversight of all customer service, IT
systems, risk management and financial control functions
13 |
 Transaction Progresses Bank Towards
Achieving Goals and Priorities Established
Earn our way through the credit cycle
•
Immediately accretive to earnings per share and tangible book value per
share •
Opportunity to enhance core earnings
•
Improves funding mix
Protect our balance sheet
•
Loss-share agreement protects Bank of North Carolina on acquired
loans and securities •
Strong pro forma capital levels at both the bank and holding
company •
Enhanced balance sheet liquidity
Prepare for the future
•
Expands Bank of North Carolina’s presence into South Carolina
•
Presents opportunity to grow core deposit franchise
•
Future opportunities due to continued market disruption
14 |
 Investor Contacts
W. Swope Montgomery, Jr.
Chief Executive Officer
smontgomery@bankofnc.com
(336) 207–
0397
Richard D. Callicutt II
President and Chief Operating Officer
rcallicutt@bankofnc.com
(336) 442 -
0873
David B. Spencer
Executive Vice President and Chief Financial Officer
dspencer@bankofnc.com
(336) 215 -
5127
15 |