Daily News: June 2, 2014

BNC Bancorp, Community First Financial Group Complete Merger

BNC Bancorp, the parent company of Bank of North Carolina, announced the completion of its merger with Community First Financial Group, the parent company of Harrington Bank, FSB, thereby expanding BNC’s presence in the Raleigh-Durham-Chapel Hill Area of North Carolina.

BNC previously announced its plans to acquire Community First and Harrington on December 18, 2013. As of March 31, 2014, Harrington had total assets of $225 million, total loans of $165.4 million and deposits of $194.7 million. The former branches of Harrington will be operated as branches of BNC under the name of Harrington until system conversions are completed in September 2014.

In connection with the merger, the common shareholders of Community First have elected to receive 0.4069 shares of BNC common stock, or $5.90 in cash, for each share of Community First common stock owned by them, subject to allocation and pro rata procedures to ensure 75% of Community First common shares receive BNC common stock in the transaction. A total of 1,190,856 shares of BNC common stock and cash aggregating $5.76 million will be paid to Community First shareholders in the merger. Immediately prior to the merger, the shares of preferred stock of Community First were redeemed for $850,000 in the aggregate. Based on the closing price of BNC common stock on May 30, 2014, the aggregate deal value for common shareholders of Community First is approximately $26.0 million.

As a result of the transaction, BNC has acquired three branches in Chapel Hill and will have approximately $510 million in loans and $336 million in deposits in the Raleigh-Durham-Chapel Hill area of North Carolina.

“Harrington Bank is a critical addition to our goal of creating a billion dollar footprint in the Raleigh, Durham, and Chapel Hill region of North Carolina,” Rick Callicutt, the president and CEO of BNC, said. “Larry Loeser and the Harrington Bank team have done an outstanding job of developing valuable and trusted relationships in Chapel Hill and surrounding communities. This partnership will give our combined team more resources to bring a wider range of products and services to the residents and businesses of Chapel Hill and the surrounding Triangle market.”

For the merger, BNC was advised by Sandler O’Neill & Partners as financial advisor and Womble Carlyle Sandridge & Rice, LLP as legal advisor. Community First was advised by Banks Street Partners as financial advisor and Barnes & Thornburg as legal advisor.