Federal and state banking regulators openly called for a merger between two North Carolina community banks owned by the same private-equity consortium, according to regulatory filings.

Regulators' unusually vocal pressure on Piedmont Community Bank Holdings to hitch Crescent State Bank (CRFN) and VantageSouth Bank in a $35 million, all-stock deal announced in August was detailed in a preliminary proxy statement filed last week with the Securities and Exchange Commission.

Community bankers for years have griped that regulators have been indirectly pressuring small and weak institutions to merge via heavy-handed examinations and costly new compliance rules.

Regulators are willing to directly call for a merger in certain situations, this transaction shows.
The Federal Reserve, Federal Deposit Insurance Corp. and the North Carolina Office of the Commissioner of Banks wanted this deal for reasons of stability and simplicity. The deal - scheduled to close by yearend - would create a larger, more diverse institution.

Crescent, of Cary, had 15 branches and assets of $794 million at Sept. 30. VantageSouth, based in Burlington, had 5 branches and assets of $261 million at Sept 30.

The merger would ease the workload of regulators by giving them one less institution to cover, and it would streamline management of banking operations that share an owner but are separately run.

"Among other benefits noted by the regulators, the combination of Crescent Bank and VantageSouth would simplify administration, enable senior management to focus on one bank for future growth and allow for enterprise-wide risk management to promote the safety and soundness of the integrated financial institution," the proxy states.

Officials from the Fed system, the FDIC, the North Carolina commissioner's office and Piedmont either declined to comment or did not return calls.

Piedmont was founded in 2009 by the former chief executive of Royal Bank of Canada's U.S. operations, Scott Custer. He raised money from Stone Point Capital and Lightyear Capital to buy small banks in North Carolina, South Carolina and Virginia. Custer is the chief executive of Piedmont and Crescent; he is also chairman of VantageSouth.

Piedmont owns 88% of Crescent and all of VantageSouth. Piedmont bought Community Bank of Rowan, of Salisbury, N.C., in 2011 and merged it in February with VantageSouth.

The proxy says all three regulators "advised" and "encouraged" Piedmont to consolidate VantageSouth and Crescent.

Crescent cited that encouragement as one of the 22 reasons its board was pursuing the deal."

Completing the merger could help to facilitate regulatory approvals of potential future acquisitions," the proxy states. Crescent in September agreed to pay $52 million for ECB Bancorp of Engelhard, N.C.

Its board cited other financial and strategic benefits, including an organization with greater scale and less concentration in construction lending. The merged bank could also be profitable enough to recognize within a year VantageSouth's $3.9 million valuation allowance against its deferred tax asset, the proxy states.

Other private-equity roll-up vehicles have consolidated their holdings. Manhattan Bancorp of Los Angeles in June acquired Professional Business Bank. Carpenter & Co. Carpenter & Co. owns both.

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