North Carolina Bank Zigs While Others Zag in Bank M&A

In bank M&A, it's all about when to hit the gas and when to tap the brakes.

BNC Bancorp (BNCN) in High Point, N.C., has proven to be a model driver in tough times.

With the backing of a private-equity firm in New York, it has bought or agreed to buy seven banks, a portfolio of residential mortgages and two branches in the past three years. It pounced early, adding $1 billion of assets when others were tentative.

"Had they not gone on the offensive, they may have been stuck with problem assets," says Christopher Marinac, an analyst at FIG Partners. "But they pulled their socks up and decided to get serious about making something out of their franchise."

Yet, with a new chief executive in place, BNC seems poised to shift its focus to integration rather than more acquisitions.

"Overall, they are in the core markets that they want to be in," says Kevin Fitzsimmons, an analyst at Sandler O'Neill. "They have enough on their plate, so now is the time to integrate and get everything playing on the same script. That's something we'll all be watching."

That approach is OK with BNC's big backer, Aquiline Capital Partners, which has poured roughly $60 million into the $2.9 billion-asset company since June 2010 and says BNC has stuck to its vision.

 "They've done a great job executing on a multifaceted plan," says Ken Thompson, a former Wachovia chief executive who has been Aquiline's representative on BNC's board for the last two years. "I'm very impressed with their consistency. There is a lot of security investing in people who do what they say they're going to do."

Following Aquiline's initial investment, W. Swope Montgomery, who recently retired as BNC's chief executive, took the capital and went on a buying spree that put the company in western North Carolina and coastal markets such as Charleston, S.C.

Most of the deals have been small, including last month's agreement to pay $19 million for the $302 million-asset Randolph Bank & Trust (RDBN) in Asheboro, N.C. Three of its seven bank deals involved failed institutions, which produced gains that helped management get a handle on BNC's internal credit issues.

A preference for smaller acquisitions will likely remain the norm under Richard Callicutt 2nd, who succeeded Montgomery in June, Fitzsimmons says. "I think they'll still look at deals, but they'll be bite-size, and they won't have to spend so much," he says.

Acquisitions have contributed to "messy" earnings and taking a break from deals would provide "a clear view on their earnings power," Fitzsimmons says. "The goal at BNC is higher and cleaner core earnings."

The expectation is that BNC can earn roughly $1 a share in 2014, compared with 60 cents this year, Marinac says. Many of BNC's deals are designed to reclaim any lost tangible book value within a year, Marinac says, adding that smaller deals, compared with transformational ones, are "less risky and less disruptive to tangible book."

Efforts to reach Callicutt were unsuccessful.

BNC's management team has been doing more than just lining up acquisitions. The company used debt, rather than another dilutive capital raise, to buy back preferred stock that it had issued under the Troubled Asset Relief Program. BNC is also poised to expand its net interest margin in coming quarters thanks in part to a hedge on liabilities that is set to roll off next year.

"They are one of the few companies where I have the margin ramping up in 2014," Fitzsimmons says. "That's a good thing to have at a time when other banks are seeing their margins go down. They've also been pretty successful growing loans, which is hard to do."

For Thompson, the decision to take advantage of low borrowing rates to buy back the Tarp shares stands out. "It was their idea," he says of the debt strategy. "They brought it to us. We liked it and it made sense. That's just the genius of this management team."

BNC could certainly buy more banks, but there is no imperative to do so, Thompson says. "There are still a lot of banks in North Carolina and South Carolina," he says. "They can do more deals, but only if they are good for shareholders and if they have the capacity to integrate them."

Regulation and competition remain the biggest challenges for BNC, as well as for other banks, Thompson says. "The economy, while picking up some steam, is still in slow-growth mode," he says. "Pricing for loans is very competitive, but they've responded very well to that … and they're doing a very good job of managing expenses."

BNC has solid capital. Its common stock has appreciated 14% above the $10 a share that Aquiline paid in 2010. The private-equity firm, which invested another $25 million last year as part of a larger private placement of preferred stock, has no immediate plans to unwind those investments.

"Our fund has a life to it, and we have to return capital to our investors," Thompson says. "It usually involves a five- to seven-year period but we can extend that. If we got our capital back from BNC we would have to reinvest it at a better return. Right now, we're happy with how our investment is compounding at Bank of North Carolina."