BB&T was not the first choice for Bank of Kentucky as the Crestview Hills company negotiated to sell itself.
Directors at the $1.9 billion-asset Bank of Kentucky originally decided to negotiate with two unnamed suitors, the company disclosed in a recent regulatory filing. Those suitors, however, failed to provide revised draft terms to the company by an Aug. 11 deadline, opening a window for BB&T.
Other issues surfaced between Bank of Kentucky and the two interested parties, the filing said. One suitor wanted time to discuss the deal with its regulators, raising concerns that it could face "unduly burdensome regulatory conditions" to complete the deal. The other institution wanted exclusive negotiations.
Bank of Kentucky, concerned about potential market risk that could come from a delay, directed Keefe, Bruyette & Woods to invite BB&T and another potential purchaser back to the table. The second suitor expressed interest and conducted some due diligence, but it also inquired about exclusivity before declining to participate further.
"BB&T's proposal was firm and immediately actionable and did not contain any special contingencies," the filing said. BB&T also "provided a statement expressing that it was confident in its ability to close a transaction promptly and without the imposition of any unduly burdensome regulatory conditions."
Bank of Kentucky's directors also liked the "substantial cash component" of BB&T's offer, which "mitigated potential investment and value risk associated with stock consideration," the filing said.
Overall, five companies, including BB&T, submitted initial indications of interest.
The $188 billion-asset BB&T agreed to buy Bank of Kentucky on Sept. 8 for $363 million in cash and common stock.