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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to BNC Bancorp
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
| June 27, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 000-50128 and 333-198370 BNC BANCORP (Exact name of registrant as specified |
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| June 27, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 000-50128 and 333-198370 BNC BANCORP (Exact name of registrant as specified |
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| June 16, 2017 |
S-3DPOS As filed with the Securities and Exchange Commission on June 16, 2017 Registration Statement File No. |
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| June 16, 2017 |
POS AM As filed with the Securities and Exchange Commission on June 16, 2017 Registration Statement File No. |
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| June 16, 2017 |
POS AM As filed with the Securities and Exchange Commission on June 16, 2017 Registration Statement File No. |
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| June 16, 2017 |
POS AM As filed with the Securities and Exchange Commission on June 16, 2017 Registration Statement File No. |
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| June 16, 2017 |
POS AM As filed with the Securities and Exchange Commission on June 16, 2017 Registration Statement File No. |
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| June 16, 2017 |
POSASR As filed with the Securities and Exchange Commission on June 16, 2017 Registration Statement File No. |
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| June 16, 2017 |
S-8 POS As filed with the Securities and Exchange Commission on June 16, 2017 Registration Statement File No. |
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| June 16, 2017 |
S-8 POS As filed with the Securities and Exchange Commission on June 16, 2017 Registration Statement File No. |
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| June 16, 2017 |
S-8 POS As filed with the Securities and Exchange Commission on June 16, 2017 Registration Statement File No. |
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| June 16, 2017 |
S-8 POS As filed with the Securities and Exchange Commission on June 16, 2017 Registration Statement File No. |
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| June 16, 2017 |
S-8 POS As filed with the Securities and Exchange Commission on June 16, 2017 Registration Statement File No. |
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| June 16, 2017 |
S-8 POS As filed with the Securities and Exchange Commission on June 16, 2017 Registration Statement File No. |
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| June 16, 2017 |
S-8 POS As filed with the Securities and Exchange Commission on June 16, 2017 Registration Statement File No. |
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| June 16, 2017 |
8-K 1 d372452d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 16, 2017 BNC Bancorp (Exact Name of Registrant as Specified in Its Charter) North Carolina 000-50128 47-0898685 (State or other jurisdiction of inco |
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| June 16, 2017 |
ARTICLES OF INCORPORATION BNC BANCORP ARTICLE ONE EX-3.1 Exhibit 3.1 ARTICLES OF INCORPORATION OF BNC BANCORP ARTICLE ONE The name of the corporation is BNC Bancorp (the ?Corporation?). ARTICLE TWO The number of shares the Corporation is authorized to issue is one hundred (100) shares of common stock, no par value. ARTICLE THREE The name of the Corporation?s initial registered agent is National Registered Agents, Inc., whose address is as follows |
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| June 16, 2017 |
EX-3.2 Exhibit 3.2 BYLAWS OF BNC BANCORP ARTICLE I. OFFICES Section 1. The address of the corporation?s registered office in the State of North Carolina is 160 Mine Lake Ct., Ste. 200, Raleigh, North Carolina 27615-6417. The name of its registered agent at such address is the National Registered Agents, Inc. Section 2. The corporation may also have offices at such other places both within and with |
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| June 13, 2017 |
Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 13, 2017 (June 12, 2017) BNC Bancorp (Exact Name of Registrant as Specified in its Charter) North Carolina (State or other jurisdiction of incorporation) 000-50128 (Comm |
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| June 13, 2017 |
EX-99.1 2 d365045dex991.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE PINNACLE CONTACTS: Harold Carpenter (investment community) Joe Bass (news media) (615) 744-3742 https://www.pnfp.com (615) 743-8219 BNC BANCORP CONTACTS: David Spencer (investment community) Bobby Huckabee (news media) (336) 476-9200 https://www.bncbanking.com (336) 210-6019 SHAREHOLDERS OF PINNACLE FINANCIAL PARTNERS AND BNC B |
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| June 2, 2017 |
Form 8-K United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 2, 2017 BNC Bancorp (Exact name of registrant as specified in its charter) North Carolina 000-50128 47-0898685 (State or other jurisdiction of (Commission File Number) ( |
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| June 2, 2017 |
Pinnacle Financial Partners FORM 8-K (Prospectus) 425 1 d403987d8k.htm FORM 8-K United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 2, 2017 Pinnacle Financial Partners, Inc. (Exact name of registrant as specified in its charter) Tennessee 000-31225 62-1812853 (State or other juri |
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| June 2, 2017 |
BNC Bancorp FORM 8-K (Prospectus) Form 8-K United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 2, 2017 BNC Bancorp (Exact name of registrant as specified in its charter) North Carolina 000-50128 47-0898685 (State or other jurisdiction of (Commission File Number) ( |
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| May 8, 2017 |
BNCN / BNC Bancorp FORM 10-Q (Quarterly Report) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number 000 |
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| May 3, 2017 |
DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 21, 2017 |
EX-99.1 2 dividendpressrelease.htm EXHIBIT 99.1 Exhibit 99.1 Source: BNC Bancorp Contact: Richard D. Callicutt II President and Chief Executive Officer 336-869-9200 BNC Bancorp Announces Cash Dividend HIGH POINT, N.C., April 21, 2017 - On April 18, 2017, the Board of Directors of BNC Bancorp (NASDAQ: BNCN) announced the declaration of a quarterly cash dividend on its common stock of $0.05 per shar |
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| April 21, 2017 |
Financial Statements and Exhibits, Other Events Document United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 18, 2017 BNC Bancorp (Exact name of registrant as specified in its charter) North Carolina 000-50128 47-0898685 (State or other jurisdiction of incorporation) (Commissi |
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| April 20, 2017 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Document United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 17, 2017 BNC Bancorp (Exact name of registrant as specified in its charter) North Carolina 000-50128 47-0898685 (State or other jurisdiction of incorporation) (Commissi |
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| April 20, 2017 |
BNC Bancorp Announces Earnings for First Quarter 2017 Exhibit Exhibit 99.1 Press Release Source: BNC Bancorp Contact: Richard D. Callicutt II David B. Spencer President and CEO Senior Executive Vice President and CFO 336-869-9200 336-869-9200 BNC Bancorp Announces Earnings for First Quarter 2017 High Point, N.C., April 17, 2017 - BNC Bancorp (NASDAQ: BNCN) (“Company”), parent company for Bank of North Carolina (“Bank”), today reported financial resul |
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| April 19, 2017 |
Pinnacle Financial Partners 425 (Prospectus) 425 Filed by Pinnacle Financial Partners, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: BNC Bancorp Registration Statement No. 333-216568 Set forth below is a transcript of the portions of Pinnacle?s quarterly earnings conference call held on April 18, 2017 durin |
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| April 18, 2017 |
Pinnacle Financial Partners 425 (Prospectus) 425 Filed by Pinnacle Financial Partners, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: BNC Bancorp Registration Statement No. 333-216568 Set forth below are certain slides from the slide presentation for Pinnacle Financial Partners, Inc.?s (?Pinnacle?) quarterly |
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| April 17, 2017 |
Pinnacle Financial Partners 425 (Prospectus) Filed by Pinnacle Financial Partners, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: BNC Bancorp Registration Statement No. 333-216568 FOR IMMEDIATE RELEASE MEDIA CONTACT: Nikki Minges, 615-743-6132 FINANCIAL CONTACT: Harold Carpenter, 615-744-3742 WEBSITE: www.pn |
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| April 6, 2017 |
PINNACLE FINANCIAL PARTNERS OBTAINS REGULATORY APPROVALS TO ACQUIRE BNC BANCORP EX-99.1 FOR IMMEDIATE RELEASE PINNACLE CONTACTS: Harold Carpenter (investment community) Joe Bass (news media) (615) 744-3742 https://www.pnfp.com (615) 743-8219 BNC BANCORP CONTACTS: David Spencer (investment community) Bobby Huckabee (news media) (336) 476-9200 https://www.bncbanking.com (336) 210-6019 PINNACLE FINANCIAL PARTNERS OBTAINS REGULATORY APPROVALS TO ACQUIRE BNC BANCORP NASHVILLE, TEN |
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| April 6, 2017 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events 8-K United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 6, 2017 BNC Bancorp (Exact name of registrant as specified in its charter) North Carolina 000-50128 47-0898685 (State or other jurisdiction of incorporation) (Commission Fil |
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| April 6, 2017 |
PINNACLE FINANCIAL PARTNERS OBTAINS REGULATORY APPROVALS TO ACQUIRE BNC BANCORP EX-99.1 FOR IMMEDIATE RELEASE PINNACLE CONTACTS: Harold Carpenter (investment community) Joe Bass (news media) (615) 744-3742 https://www.pnfp.com (615) 743-8219 BNC BANCORP CONTACTS: David Spencer (investment community) Bobby Huckabee (news media) (336) 476-9200 https://www.bncbanking.com (336) 210-6019 PINNACLE FINANCIAL PARTNERS OBTAINS REGULATORY APPROVALS TO ACQUIRE BNC BANCORP NASHVILLE, TEN |
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| April 6, 2017 |
United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 6, 2017 BNC Bancorp (Exact name of registrant as specified in its charter) North Carolina 000-50128 47-0898685 (State or other jurisdiction of incorporation) (Commission File Nu |
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| April 6, 2017 |
Pinnacle Financial Partners FORM 8-K (Prospectus) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 6, 2017 PINNACLE FINANCIAL PARTNERS, INC. (Exact name of registrant as specified in charter) Tennessee 000-31225 62-1812853 (State or other jurisdiction of incorporation) (Commi |
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| April 6, 2017 |
PINNACLE FINANCIAL PARTNERS OBTAINS REGULATORY APPROVALS TO ACQUIRE BNC BANCORP FOR IMMEDIATE RELEASE PINNACLE CONTACTS: Harold Carpenter (investment community) Joe Bass (news media) (615) 744-3742 https://www. |
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| March 24, 2017 |
BNCN / BNC Bancorp FORM 10-K/A (Annual Report) 10-K/A 1 a123116form10-ka.htm FORM 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 Commission File Number 000-50128 BNC Bancorp (Exact name of registrant as specified in its charter) North Carolina 47-0898685 ( |
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| March 9, 2017 |
Pinnacle Financial Partners FORM 8-K (Prospectus) Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 9, 2017 Pinnacle Financial Partners, Inc. (Exact name of registrant as specified in its charter) Tennessee 000-31225 62-1812853 (State or other jurisdiction of incorpor |
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| March 9, 2017 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS EX-99.1 Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS The following unaudited pro forma condensed combined statement of operations and other data give effect to: ? the merger of Blue Merger Sub, Inc., a North Carolina corporation (?Merger Sub?) and a wholly owned subsidiary of Pinnacle Financial Partners, Inc., a Tennessee corporation (?Pinnacle?), with and into BNC Banc |
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| February 27, 2017 |
BNC Bancorp FORM 10-K (Annual Report) 10-K 1 bncnfy2016form10-k.htm FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 Commission File Number 000-50128 BNC Bancorp (Exact name of registrant as specified in its charter) North Carolina 47-0898685 (Stat |
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| February 27, 2017 |
RESTRICTED STOCK GRANT AGREEMENT EX-10.37 3 exhibit103710k.htm EXHIBIT 10.37 Exhibit 10.37 RESTRICTED STOCK GRANT AGREEMENT THIS RESTRICTED STOCK GRANT AGREEMENT (this “Agreement”) is made and entered into effective as of December 31, 2016 (the “Effective Date”), by and between BNC Bancorp, a North Carolina Company (the “Company”), and David B. Spencer (“Participant”). WHEREAS, the Company is the holding company of the Bank of No |
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| February 27, 2017 |
EX-21 4 exhibit2110k.htm EXHIBIT 21 EXHIBIT 21 SUBSIDIARIES OF BNC BANCORP Name Jurisdiction Bank of North Carolina North Carolina Bank of North Carolina Capital Trust I Delaware Bank of North Carolina Capital Trust II Delaware Bank of North Carolina Capital Trust III Delaware Bank of North Carolina Capital Trust IV Delaware Valley Financial (VA) Statutory Trust I Connecticut Valley Financial (VA) |
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| February 27, 2017 |
RESTRICTED STOCK GRANT AGREEMENT EX-10.36 2 exhibit1036.htm EXHIBIT 10.36 Exhibit 10.36 RESTRICTED STOCK GRANT AGREEMENT THIS RESTRICTED STOCK GRANT AGREEMENT (this “Agreement”) is made and entered into effective as of December 31, 2016 (the “Effective Date”), by and between BNC Bancorp, a North Carolina Company (the “Company”), and Richard D. Callicutt II (“Participant”). WHEREAS, the Company is the holding company of the Bank o |
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| January 24, 2017 |
425 Filed by Pinnacle Financial Partners, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: BNC Bancorp Commission File No. 000-50128 Pinnacle Financial Partners Inc. Conference Call to Discuss Definitive Agreement To Acquire BNC Bancorp Pinnacle Financial Partners, |
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| January 24, 2017 |
425 Filed by BNC Bancorp Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: BNC Bancorp (Commission File No. |
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| January 23, 2017 |
425 Filed by BNC Bancorp Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: BNC Bancorp (Commission File No. |
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| January 23, 2017 |
425 Filed by Pinnacle Financial Partners, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: BNC Bancorp Commission File No. 000-50128 INTERNAL COMMUNICATION VOLO Pinnacle team: We wanted you to be the first to know ? we will be merging with BNC Bancorp and expanding |
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| January 23, 2017 |
425 Filed by Pinnacle Financial Partners, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: BNC Bancorp Commission File No. 000-50128 Pinnacle to merge with BNC Bank On January 22, Pinnacle announced our intent to merge with BNC Bancorp headquartered in High Point, N |
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| January 23, 2017 |
425 Filed by Pinnacle Financial Partners, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: BNC Bancorp Commission File No. 000-50128 Associate Q&A 1. Why are we doing this? I?ve been preparing you for this idea for a number of months now ? even before we began talki |
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| January 23, 2017 |
425 Filed by BNC Bancorp Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: BNC Bancorp (Commission File No. |
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| January 23, 2017 |
EX-2.1 2 d335353dex21.htm EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among PINNACLE FINANCIAL PARTNERS, INC. BNC BANCORP and BLUE MERGER SUB, INC. Dated as of January 22, 2017 TABLE OF CONTENTS ARTICLE I. THE MERGER 2 1.1 The Merger 2 1.2 Effective Time 2 1.3 Effects of the Merger 2 1.4 Conversion of Target Common Stock 2 1.5 Parent Capital Stock 3 1.6 Merger Sub Common Stock 3 1.7 Tre |
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| January 23, 2017 |
AMENDMENT OF THE AMENDED AND RESTATED BYLAWS OF BNC BANCORP Exhibit 3.1 AMENDMENT OF THE AMENDED AND RESTATED BYLAWS OF BNC BANCORP The Amended and Restated Bylaws (the ?Bylaws?) of BNC Bancorp (the ?Corporation?) are hereby amended as follows: 1. Section 6 of Article VIII is added to the Bylaws: Section 6. Exclusive Forum for Certain Disputes. Unless the corporation consents in writing to the selection of an alternative forum, and to the fullest extent pe |
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| January 23, 2017 |
EX-99.1 4 d335353dex991.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACTS: Pinnacle Financial Partners, Inc. Harold Carpenter (investment community) (615) 744-3742 Joe Bass (news media) (615) 743-8219 BNC Bancorp David Spencer (investment community) (336) 476-9200 Bobby Huckabee (news media) (336) 210-6019 PINNACLE FINANCIAL PARTNERS ANNOUNCES AGREEMENT TO ACQUIRE BNC BANCORP Creates the Pre |
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| January 23, 2017 |
8-K 1 d335353d8k.htm FORM 8-K United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 22, 2017 BNC Bancorp (Exact name of registrant as specified in its charter) North Carolina 000-50128 47-0898685 (State or other jurisdiction of i |
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| January 23, 2017 |
EX-99.2 5 d335353dex992.htm EX-99.2 Pinnacle Financial Partners Announces Agreement to Acquire BNC Bancorp January 23, 2017 Exhibit 99.2 Forward Looking Statements All statements, other than statements of historical fact, included in this communication, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 19 |
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| January 23, 2017 |
BNC Bancorp FORM 8-K (Prospectus) United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 23, 2017 Pinnacle Financial Partners, Inc. (Exact name of registrant as specified in its charter) Tennessee 000-31225 62-181853 (State or other jurisdiction of incorporation) |
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| January 23, 2017 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS EX-99.1 Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS The following unaudited pro forma condensed consolidated statement of operations and other data give effect to: ? The acquisition by Pinnacle Financial Partners, Inc. (?Pinnacle?) of BNC Bancorp (?BNC?); and ? the issuance of an estimated approximately 27.6 million shares of Pinnacle common stock to the shareholders o |
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| January 23, 2017 |
EX-99.2 Pinnacle Financial Partners Announces Agreement to Acquire BNC Bancorp January 23, 2017 Exhibit 99.2 Forward Looking Statements All statements, other than statements of historical fact, included in this communication, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section |
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| January 23, 2017 |
BNC Bancorp FORM 8-K (Prospectus) 425 1 d335353d8k.htm FORM 8-K United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 22, 2017 BNC Bancorp (Exact name of registrant as specified in its charter) North Carolina 000-50128 47-0898685 (State or other jurisdiction of i |
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| January 23, 2017 |
AMENDMENT OF THE AMENDED AND RESTATED BYLAWS OF BNC BANCORP EX-3.1 Exhibit 3.1 AMENDMENT OF THE AMENDED AND RESTATED BYLAWS OF BNC BANCORP The Amended and Restated Bylaws (the Bylaws) of BNC Bancorp (the Corporation) are hereby amended as follows: 1. Section 6 of Article VIII is added to the Bylaws: Section 6. Exclusive Forum for Certain Disputes. Unless the corporation consents in writing to the selection of an alternative forum, and to the fullest ex |
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| January 23, 2017 |
EX-99.1 4 d335353dex991.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACTS: Pinnacle Financial Partners, Inc. Harold Carpenter (investment community) (615) 744-3742 Joe Bass (news media) (615) 743-8219 BNC Bancorp David Spencer (investment community) (336) 476-9200 Bobby Huckabee (news media) (336) 210-6019 PINNACLE FINANCIAL PARTNERS ANNOUNCES AGREEMENT TO ACQUIRE BNC BANCORP Creates the Pre |
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| January 23, 2017 |
EX-2.1 2 d335353dex21.htm EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among PINNACLE FINANCIAL PARTNERS, INC. BNC BANCORP and BLUE MERGER SUB, INC. Dated as of January 22, 2017 TABLE OF CONTENTS ARTICLE I. THE MERGER 2 1.1 The Merger 2 1.2 Effective Time 2 1.3 Effects of the Merger 2 1.4 Conversion of Target Common Stock 2 1.5 Parent Capital Stock 3 1.6 Merger Sub Common Stock 3 1.7 Tre |
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| January 23, 2017 |
BNC Bancorp FORM 8-K (Prospectus) Form 8-K United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 22, 2017 Pinnacle Financial Partners, Inc. (Exact name of registrant as specified in its charter) Tennessee 000-31225 62-181853 (State or other jurisdiction of incorp |
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| January 23, 2017 |
EX-99.1 3 d285876dex991.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACTS: Pinnacle Financial Partners, Inc. Harold Carpenter (investment community) (615) 744-3742 Joe Bass (news media) (615) 743-8219 BNC Bancorp David Spencer (investment community) (336) 476-9200 Bobby Huckabee (news media) (336) 210-6019 PINNACLE FINANCIAL PARTNERS ANNOUNCES AGREEMENT TO ACQUIRE BNC BANCORP Creates the Pre |
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| January 23, 2017 |
EX-2.1 2 d285876dex21.htm EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among PINNACLE FINANCIAL PARTNERS, INC. BNC BANCORP and BLUE MERGER SUB, INC. Dated as of January 22, 2017 TABLE OF CONTENTS ARTICLE I. THE MERGER 2 1.1 The Merger 2 1.2 Effective Time 2 1.3 Effects of the Merger 2 1.4 Conversion of Target Common Stock 2 1.5 Parent Capital Stock 3 1.6 Merger Sub Common Stock 3 1.7 Tre |
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| January 23, 2017 |
EX-99.2 Pinnacle Financial Partners Announces Agreement to Acquire BNC Bancorp January 23, 2017 Exhibit 99.2 Forward Looking Statements All statements, other than statements of historical fact, included in this communication, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section |
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| January 23, 2017 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Form 8-K United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 22, 2017 BNC Bancorp (Exact name of registrant as specified in its charter) North Carolina 000-50128 47-0898685 (State or other jurisdiction of incorporation) (Commis |
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| January 23, 2017 |
BNC Bancorp Announces Earnings for Fourth Quarter and Fiscal Year 2016 EX-99.1 Exhibit 99.1 Press Release Source: BNC Bancorp Contact: Richard D. Callicutt II President and CEO 336-869-9200 David B. Spencer Senior Executive Vice President and CFO 336-869-9200 BNC Bancorp Announces Earnings for Fourth Quarter and Fiscal Year 2016 High Point, NC ? BNC Bancorp (NASDAQ: BNCN) (?Company?), parent company for Bank of North Carolina (?Bank?), today reported financial result |
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| December 16, 2016 |
EX-10.2 3 exhibit102.htm EXHIBIT 10.2 BANK OF NORTH CAROLINA SALARY CONTINUATION AGREEMENT This SALARY CONTINUATION AGREEMENT (this “Agreement”) is entered into December 12, 2016 by and between Bank of North Carolina (the “Bank”), a North Carolina-chartered, FDIC-insured member bank, and David B. Spencer, an executive of the Bank (the “Executive”). WHEREAS, the Executive has contributed substantia |
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| December 16, 2016 |
EX-10.1 2 exhibit101.htm EXHIBIT 10.1 BANK OF NORTH CAROLINA SALARY CONTINUATION AGREEMENT This SALARY CONTINUATION AGREEMENT (this “Agreement”) is entered into December 12, 2016 by and between Bank of North Carolina (the “Bank”), a North Carolina-chartered, FDIC-insured member bank, and Richard D. Callicutt II, an executive of the Bank (the “Executive”). WHEREAS, the Executive has contributed sub |
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| December 16, 2016 |
exhibit104 BANK OF NORTH CAROLINA ENDORSEMENT SPLIT DOLLAR AGREEMENT This ENDORSEMENT SPLIT DOLLAR AGREEMENT (this ?Agreement?) is entered into as of this 12th day of December, 2016 by and between Bank of North Carolina, a North Carolina-chartered bank (the ?Bank?), and Ronald J. |
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| December 16, 2016 |
8-K 1 form8-ksalarycontinuation.htm FORM 8-K United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 12, 2016 BNC Bancorp (Exact name of registrant as specified in its charter) North Carolina 000-50128 47-0898685 (State or other j |
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| December 16, 2016 |
EX-10.3 4 exhibit103.htm EXHIBIT 10.3 BANK OF NORTH CAROLINA SALARY CONTINUATION AGREEMENT This SALARY CONTINUATION AGREEMENT (this “Agreement”) is entered into December 12, 2016 by and between Bank of North Carolina (the “Bank”), a North Carolina-chartered, FDIC-insured nonmember bank, and Ronald J. Gorczynski, an executive of the Bank (the “Executive”). WHEREAS, the Executive has contributed sub |
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| November 10, 2016 |
Document United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 10, 2016 BNC Bancorp (Exact name of registrant as specified in its charter) North Carolina 000-50128 47-0898685 (State or other jurisdiction of incorporation) (Commi |
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| November 10, 2016 |
secondamendmentto364dayr SECOND AMENDMENT TO 364-DAY REVOLVING CREDIT AGREEMENT THIS SECOND AMENDMENT TO 364-DAY REVOLVING CREDIT AGREEMENT (this ?Second Amendment?) is dated as of the 10th day of November, 2016 by and between BNC BANCORP, a North Carolina corporation (the ?Borrower?), and SYNOVUS BANK, as Lender (the ?Lender?). |
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| November 8, 2016 |
BNC Bancorp FORM 10-Q (Quarterly Report) 10-Q 1 bncnq32016form10-q.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transit |
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| November 8, 2016 |
Regulation FD Disclosure, Financial Statements and Exhibits Document United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 2, 2016 BNC Bancorp (Exact name of registrant as specified in its charter) North Carolina 000-50128 47-0898685 (State or other jurisdiction of incorporation) (Commis |
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| November 8, 2016 |
bncninvestorpresentation Stephens Inc. Carolinas Roadshow - Charlotte November 2016 Third Quarter Results 2016 3 BNC Bancorp Overview ? Founded in 1991 and headquartered in High Point, NC ? 83 branches across the Carolinas and Virginia ? Balance Sheet (Pro forma as of September 30, 2016) ? Assets: $7.6 Billion ? Loans: $5.4 Billion ? Deposits: $6.3 Billion Sept 30, 2016 Capital Ratios Estimated Pr |
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| November 8, 2016 |
Form of Director RESTRICTED STOCK UNIT AWARD AGREEMENT Exhibit 10.1 Form of Director RESTRICTED STOCK UNIT AWARD AGREEMENT THIS DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”) is made and entered into effective as of September 20, 2016 (the “Effective Date”), by and between BNC Bancorp, a North Carolina corporation (the “Company”), and [Name of Director] (the “Participant”). WHEREAS, the Company is the holding company of the Bank of N |
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| November 1, 2016 |
Financial Statements and Exhibits, Other Events Document United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 1, 2016 BNC Bancorp (Exact name of registrant as specified in its charter) North Carolina 000-50128 47-0898685 (State or other jurisdiction of incorporation) (Commis |
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| November 1, 2016 |
BNC BANCORP COMPLETES MERGER WITH HIGH POINT BANK CORPORATION Exhibit Exhibit 99.1 For additional information, contact: Richard D. Callicutt II President and Chief Executive Officer David B. Spencer Senior Executive Vice President and Chief Financial Officer (336) 869-9200 BNC BANCORP COMPLETES MERGER WITH HIGH POINT BANK CORPORATION High Point, NC (November 1, 2016) - BNC Bancorp (“BNC,” NASDAQ: BNCN), the holding company for Bank of North Carolina d/b/a BN |
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| October 20, 2016 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Document United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 20, 2016 BNC Bancorp (Exact name of registrant as specified in its charter) North Carolina 000-50128 47-0898685 (State or other jurisdiction of incorporation) (Commis |
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| October 20, 2016 |
BNC Bancorp Announces Earnings for Third Quarter 2016 Exhibit Exhibit 99.1 Press Release Source: BNC Bancorp Contact: Richard D. Callicutt II David B. Spencer President and CEO Senior Executive Vice President and CFO 336-869-9200 336-869-9200 BNC Bancorp Announces Earnings for Third Quarter 2016 High Point, N.C., Oct. 20, 2016 - BNC Bancorp (NASDAQ: BNCN) (“Company”), parent company for Bank of North Carolina (“Bank”), today reported financial result |
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| October 18, 2016 |
Financial Statements and Exhibits, Other Events Document United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 17, 2016 BNC Bancorp (Exact name of registrant as specified in its charter) North Carolina 000-50128 47-0898685 (State or other jurisdiction of incorporation) (Commis |
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| October 18, 2016 |
BNC Bancorp Announces Federal Reserve Approval for High Point Bank Corporation Merger Transaction Exhibit Exhibit 99.1 Press Release Source: BNC Bancorp Contact: Richard D. Callicutt II David B. Spencer President and CEO Senior Executive Vice President and CFO 336-869-9200 336-869-9200 BNC Bancorp Announces Federal Reserve Approval for High Point Bank Corporation Merger Transaction High Point, North Carolina - October 17, 2016 - BNC Bancorp (the ?Company,? NASDAQ: BNCN), the holding company fo |
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| October 4, 2016 |
BNC Bancorp Announces FDIC Approval for High Point Bank Corporation Merger Transaction Exhibit Exhibit 99.1 Press Release Source: BNC Bancorp Contact: Richard D. Callicutt II David B. Spencer President and CEO Senior Executive Vice President and CFO 336-869-9200 336-869-9200 BNC Bancorp Announces FDIC Approval for High Point Bank Corporation Merger Transaction High Point, North Carolina - October 4, 2016 - BNC Bancorp (the ?Company,? NASDAQ: BNCN), the holding company for Bank of No |
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| October 4, 2016 |
Financial Statements and Exhibits, Other Events Document United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 4, 2016 BNC Bancorp (Exact name of registrant as specified in its charter) North Carolina 000-50128 47-0898685 (State or other jurisdiction of incorporation) (Commiss |
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| August 9, 2016 |
BNC Bancorp FORM 10-Q (Quarterly Report) 10-Q 1 bncnq22016form10-q.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition p |
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| July 29, 2016 |
As filed with the U.S. Securities and Exchange Commission on July 29, 2016 Registration No. 333-198370 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BNC BANCORP (Exact Name of Registrant as Specified in its Charter) North Carolina 47-0898685 (State or other jurisdiction of i |
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| July 29, 2016 |
BANK OF NORTH CAROLINA SAVINGS & PROFIT SHARING PLAN EXHIBIT 99 BANK OF NORTH CAROLINA SAVINGS & PROFIT SHARING PLAN KSOP Plan CL2013 Restated January 1, 2015 TABLE OF CONTENTS INTRODUCTION 1 ARTICLE I FORMAT AND DEFINITIONS 2 Section 1. |
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| July 29, 2016 |
As filed with the Securities and Exchange Commission on July 29, 2016 Registration No. |
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| July 21, 2016 |
BNC BANCORP ANNOUNCES PRICING OF COMMON STOCK OFFERING Exhibit 99.1 For additional information, contact: Richard D. Callicutt II President and Chief Executive Officer David B. Spencer Senior Executive Vice President and Chief Financial Officer (336) 869-9200 BNC BANCORP ANNOUNCES PRICING OF COMMON STOCK OFFERING HIGH POINT, NC ? July 21, 2016 ? BNC Bancorp (?BNC?) (NASDAQ: BNCN), the holding company for Bank of North Carolina (the ?Bank?), announced t |
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| July 21, 2016 |
Exhibit 1.1 Execution Version BNC Bancorp (a North Carolina corporation) 2,500,000 Shares of Common Stock (No Par Value) UNDERWRITING AGREEMENT July 21, 2016 Stephens Inc. as Representative of the Underwriters named in Schedule A hereto 111 Center Street Little Rock, Arkansas 72201 Ladies and Gentlemen: BNC Bancorp, a North Carolina corporation (the ?Company?), proposes, subject to the terms and c |
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| July 21, 2016 |
BNC Bancorp FORM 8-K (Current Report/Significant Event) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 21, 2016 BNC BANCORP (Exact name of registrant as specified in its charter) North Carolina 000-50128 47-0898685 (State or other jurisdiction of incorporation or organization) (Co |
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| July 21, 2016 |
CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Proposed Maximum Aggregate Offering Price Amount of Registration Fee Common Stock, no par value 2,875,000 shares (1) $ 63,250,000 $ 6,370 (2) (1) Includes 375,000 shares of common stock that may be purchased by the underwriters pursuant to their option to purchase additional common stock. |
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| July 20, 2016 |
Filed Pursuant to Rule 433 Registration No. 333-212581 Follow - On Common Stock Offering July 2016 2 Offering D isclosure Slide This presentation contains certain forward - looking information about BNC Bancorp (?BNC?) that is intended to be covered by the safe harbor for ?forward - looking statements? provided by the Private Securities Litigation Reform Act of 1995. All statements other than stat |
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| July 20, 2016 |
The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. |
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| July 20, 2016 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): July 19, 2016 BNC Bancorp (Exact name of registrant as specified in its charter) North Carolina 000-50128 47-0898685 (State or other jurisdiction of incorporation) (Commission File Nu |
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| July 20, 2016 |
BNC Bancorp Announces Earnings for Second Quarter 2016 Exhibit 99.1 Press Release Source: BNC Bancorp Contact: Richard D. Callicutt II David B. Spencer President and CEO Senior Executive Vice President and CFO 336-869-9200 336-869-9200 BNC Bancorp Announces Earnings for Second Quarter 2016 High Point, NC, July 20, 2016 ? BNC Bancorp (NASDAQ: BNCN) (?Company?), parent company for Bank of North Carolina (?Bank?), today reported financial results for the |
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| July 19, 2016 |
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS Exhibit 99.2 SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS The following table presents, as of December 31, 2015: (i) the number of securities to be issued upon the exercise of outstanding options, warrants and rights; (ii) the weighted average price of the outstanding options; and (iii) the number of securities remaining for future issuance under the BNC Bancorp 2013 Omnibus |
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| July 19, 2016 |
UNAUDITED CONSOLIDATED FINANCIAL INFORMATION Exhibit 99.1 UNAUDITED CONSOLIDATED FINANCIAL INFORMATION The following unaudited consolidated financial information of Valley is presented to show the historical financial condition and results of operations of Valley as of and for the periods indicated. Certain information and certain footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accept |
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| July 19, 2016 |
Financial Statements and Exhibits, Other Events United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): July 19, 2016 BNC Bancorp (Exact name of registrant as specified in its charter) North Carolina 000-50128 47-0898685 (State or other jurisdiction of incorporation) (Commission File Nu |
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| July 19, 2016 |
BNC BANCORP [ ] SUBORDINATED INDENTURE Dated as of [ ], 20[ ] Subordinated Debt Securities Exhibit 4.6 Exhibit B BNC BANCORP Issuer and [ ] Trustee SUBORDINATED INDENTURE Dated as of [ ], 20[ ] Subordinated Debt Securities i TABLE OF CONTENTS Page ARTICLE One DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 1.01 Definitions 1 Section 1.02 Compliance Certificates and Opinions 7 Section 1.03 Form of Documents Delivered to Trustee 7 Section 1.04 Acts of Holders 8 Section 1 |
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| July 19, 2016 |
EXHIBIT 21 SUBSIDIARIES OF BNC BANCORP Name Jurisdiction Bank of North Carolina North Carolina Bank of North Carolina Capital Trust I Delaware Bank of North Carolina Capital Trust II Delaware Bank of North Carolina Capital Trust III Delaware Bank of North Carolina Capital Trust IV Delaware Southcoast Capital Trust III Delaware Valley Financial (VA) Statutory Trust I Connecticut Valley Financial (V |
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| July 19, 2016 |
As filed with the U.S. Securities and Exchange Commission on July 19, 2016 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BNC BANCORP (Exact Name of Registrant as Specified in its Charter) North Carolina 47-0898685 (State or other jurisdiction of incorporation or organization) (I.R.S. Em |
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| July 19, 2016 |
Ratio of Earnings to Fixed Charges Exhibit 12 Ratio of Earnings to Fixed Charges Three Months Ended March 31, For the Year Ended 2016 2015 2015 2014 2013 2012 2011 Earnings: Pre-tax income 20,919 12,269 63,199 39,755 21,292 8,753 5,147 Plus: Fixed charges 8,535 6,170 28,587 21,444 31,327 33,683 33,580 Earnings, including interest on deposits 29,454 18,439 91,786 61,199 52,619 42,436 38,727 Less: Interest on deposits 6,241 4,442 20, |
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| July 19, 2016 |
BNC BANCORP [ ] SENIOR INDENTURE Dated as of [ ], 20[ ] Senior Debt Securities TABLE OF CONTENTS Exhibit 4.5 Exhibit A BNC BANCORP Issuer and [ ] Trustee SENIOR INDENTURE Dated as of [ ], 20[ ] Senior Debt Securities TABLE OF CONTENTS Page ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 1.01 Definitions 1 Section 1.02 Compliance Certificates and Opinions 6 Section 1.03 Form of Documents Delivered to Trustee 7 Section 1.04 Acts of Holders 7 Section 1.05 Notices, E |
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| June 24, 2016 |
Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 OR ? TRANSITION REPORT PURSUANT TO |
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| June 17, 2016 |
BNC BANCORP COMPLETES MERGER WITH SOUTHCOAST FINANCIAL CORPORATION Exhibit 99.1 For additional information, contact: Richard D. Callicutt II President and Chief Executive Officer David B. Spencer Senior Executive Vice President and Chief Financial Officer (336) 869-9200 BNC BANCORP COMPLETES MERGER WITH SOUTHCOAST FINANCIAL CORPORATION High Point, NC (June 17, 2016) ? BNC Bancorp (?BNC,? NASDAQ: BNCN), the holding company for Bank of North Carolina (the ?Bank?), |
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| June 17, 2016 |
Financial Statements and Exhibits, Other Events United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 17, 2016 BNC Bancorp (Exact name of registrant as specified in its charter) North Carolina 000-50128 47-0898685 (State or other jurisdiction of (Commission File Number) (IRS Empl |
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| June 3, 2016 |
Exhibit Exhibit 99.1 Press Release Source: BNC Bancorp Contact: Richard D. Callicutt II David B. Spencer President and CEO Senior Executive Vice President and CFO 336-869-9200 336-869-9200 BNC Bancorp Announces Receipt of Merger Regulatory Approvals HIGH POINT, NC - June 3, 2016 - BNC Bancorp (the “Company,” NASDAQ: BNCN), the holding company for Bank of North Carolina, today announced it has rece |
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| June 3, 2016 |
BNC Bancorp FORM 8-K (Current Report/Significant Event) Document United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 3, 2016 BNC Bancorp (Exact name of registrant as specified in its charter) North Carolina 000-50128 47-0898685 (State or other jurisdiction of incorporation) (Commission |
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| May 23, 2016 |
Submission of Matters to a Vote of Security Holders SEC Document United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 19, 2016 BNC Bancorp (Exact name of registrant as specified in its charter) North Carolina 000-50128 47-0898685 (State or other jurisdiction of incorporation) (Commis |
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| May 18, 2016 |
424B3 1 v440234424b3.htm 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-210824 PROXY STATEMENT/PROSPECTUS Proxy Statement of High Point Bank Corporation Prospectus of BNC Bancorp MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT To the Shareholders of High Point Bank Corporation: High Point Bank Corporation (“HPTB”) will hold its annual meeting of HPTB shareholders on June 28, 2016, at 2: |
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| May 13, 2016 |
EXHIBIT 99.3 |
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| May 13, 2016 |
CONSENT OF SANDLER O?NEILL & PARTNERS, L.P. EXHIBIT 99.1 CONSENT OF SANDLER O’NEILL & PARTNERS, L.P. We hereby consent to the inclusion of our opinion letter to the Board of Directors of High Point Bank Corporation (the “Company”) as an Appendix to the Proxy Statement/Prospectus relating to the proposed merger of the Company with BNC Bancorp contained in the Proxy Statement/Registration Statement on Form S-4 as filed with the Securities and |
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| May 13, 2016 |
As filed with the Securities and Exchange Commission on May 13, 2016 File No. 333-210824 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BNC BANCORP (Exact name of registrant as specified in its charter) North Carolina 6022 47-0898685 (State or other jurisdiction of incorporation or organiza |
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| May 13, 2016 |
May 13, 2016 VIA E-MAIL & EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, NE Washington, D. |
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| May 10, 2016 |
James Stevens 404.885.3721 telephone 404.885.3900 facsimile [email protected] TROUTMAN SANDERS LLP Attorneys at Law Bank of America Plaza 600 Peachtree Street NE, Suite 5200 Atlanta, Georgia 30308-2216 404.885.3000 telephone troutmansanders.com May 10, 2016 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. |
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| May 9, 2016 |
BNC Bancorp FORM 10-Q (Quarterly Report) 10-Q 1 bncnq12016form10-q.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition |
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| May 5, 2016 |
Termination of a Material Definitive Agreement, Financial Statements and Exhibits 8-K United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 2, 2016 BNC Bancorp (Exact name of registrant as specified in its charter) North Carolina 000-50128 47-0898685 (State or other jurisdiction of incorporation) (Commission File |
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| May 5, 2016 |
Exhibit Exhibit 99.1 Press Release Source: BNC Bancorp Contact: Richard D. Callicutt II David B. Spencer President and CEO Senior Executive Vice President and CFO 336-869-9200 336-869-9200 BNC Bancorp Announces Early Termination of All FDIC Loss Share Agreements High Point, N.C., May 5, 2016 - BNC Bancorp (NASDAQ: BNCN) (the “Company”), parent company for Bank of North Carolina (“Bank”), today rep |
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| May 5, 2016 |
slaterminationagreementb TERMINATION AGREEMENT AMONG FEDERAL DEPOSIT INSURANCE CORPORATION AS RECEIVER OF BEACH FIRST NATIONAL BANK, MYRTLE BEACH, SOUTH CAROLINA FEDERAL DEPOSIT INSURANCE CORPORATION AS RECEIVER OF BLUE RIDGE SAVINGS BANK, INC. |
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| May 2, 2016 |
investorpresentationgulf 2016 Gulf South Bank Conference May 2-3, 2016 2 BNC Bancorp Overview ? Founded in 1991 and headquartered in High Point, NC ? 86 locations across the Carolinas and Virginia ? Balance Sheet (Pro forma as of 3/31/16) ? Assets: $7. |
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| May 2, 2016 |
Regulation FD Disclosure, Financial Statements and Exhibits United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 2, 2016 BNC Bancorp (Exact name of registrant as specified in its charter) North Carolina 000-50128 47-0898685 (State or other jurisdiction of incorporation) (Commission File Numb |
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| April 22, 2016 |
Exhibit Exhibit 99.1 BNC Bancorp Announces Earnings for First Quarter 2016 HIGH POINT, N.C., April 22, 2016 - BNC Bancorp (NASDAQ: BNCN) ("Company"), parent company for Bank of North Carolina ("Bank"), today reported financial results for the three months ended March 31, 2016. Highlights for the quarter include the following: • Solid earnings and returns ◦ Operating earnings of $15.4 million for f |
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| April 22, 2016 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 22, 2016 BNC Bancorp (Exact name of registrant as specified in its charter) North Carolina 000-50128 47-0898685 (State or other jurisdiction of incorporation) (Commission Fi |
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| April 20, 2016 |
Exhibit Exhibit 99.1 Source: BNC Bancorp Contact: Richard D. Callicutt II President and Chief Executive Officer 336-869-9200 BNC Bancorp Announces Cash Dividend HIGH POINT, N.C., April 20, 2016 - On April 19, 2016, the Board of Directors of BNC Bancorp (NASDAQ: BNCN) announced the declaration of a quarterly cash dividend on its common stock of $0.05 per share. This dividend is payable on May 27, 2 |
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| April 20, 2016 |
Financial Statements and Exhibits, Other Events 8-K United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 19, 2016 BNC Bancorp (Exact name of registrant as specified in its charter) North Carolina 000-50128 47-0898685 (State or other jurisdiction of incorporation) (Commission Fi |
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| April 19, 2016 |
CONSENT OF SANDLER O?NEILL & PARTNERS, L.P. EXHIBIT 99.1 CONSENT OF SANDLER O’NEILL & PARTNERS, L.P. We hereby consent to the inclusion of our opinion letter to the Board of Directors of High Point Bank Corporation (the “Company”) as an Appendix to the Proxy Statement/Prospectus relating to the proposed merger of the Company with BNC Bancorp contained in the Proxy Statement/Registration Statement on Form S-4 as filed with the Securities and |
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| April 19, 2016 |
CONSENT OF PROSPECTIVE DIRECTOR EXHIBIT 99.2 CONSENT OF PROSPECTIVE DIRECTOR In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, in connection with the Registration Statement on Form S-4 (the “Registration Statement”) of BNC Bancorp (“BNC”) relating to the transactions contemplated by the Agreement and Plan of Merger, dated as of November 13, 2015, by and between High Point Bank Corporation (“HP |
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| April 19, 2016 |
As filed with the Securities and Exchange Commission on April 19, 2016 File No. 333-[•] UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BNC BANCORP (Exact name of registrant as specified in its charter) North Carolina 6022 47-0898685 (State or other jurisdiction of incorporation or organization) (Primary Stand |
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| April 6, 2016 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| April 6, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))) x Defi |
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| March 25, 2016 |
Exhibit Exhibit 2.1 MUTUAL WAIVERS WHEREAS, BNC Bancorp (?BNC?) and Southcoast Financial Corporation (?Southcoast?) are parties to an Agreement and Plan of Merger, dated as of August 14, 2015, as amended (the ?Agreement?); and WHEREAS, Section 10.6 of the Agreement will allow either of the parties to the Agreement to unilaterally terminate the Agreement if the contemplated merger is not consummate |
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| March 25, 2016 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 22, 2016 BNC Bancorp (Exact name of registrant as specified in its charter) North Carolina 000-50128 47-0898685 (State or other jurisdiction of incorporation) (Commission Fi |
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| February 29, 2016 |
BNC Bancorp 10-K (Annual Report) 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| February 29, 2016 |
EX-21 2 exhibit21fy201510k.htm EXHIBIT 21 EXHIBIT 21 SUBSIDIARIES OF BNC BANCORP Name Jurisdiction Bank of North Carolina North Carolina Bank of North Carolina Capital Trust I Delaware Bank of North Carolina Capital Trust II Delaware Bank of North Carolina Capital Trust III Delaware Bank of North Carolina Capital Trust IV Delaware Valley Financial (VA) Statutory Trust I Connecticut Valley Financia |
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| February 11, 2016 |
BNCN / BNC Bancorp / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3 )* BNC Bancorp (Name of Issuer) Common Stock (Title of Class of Securities) 05566T101 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule i |
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| February 10, 2016 |
BNC Bancorp SC 13G/A (Passive Acquisition of More Than 5% of Shares) SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A (Rule 13d-102) (Amendment No. |
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| January 25, 2016 |
Exhibit Exhibit 99.1 BNC Bancorp Announces Earnings for Fourth Quarter and Fiscal Year 2015 HIGH POINT, N.C., Jan. 25, 2016 - BNC Bancorp (NASDAQ: BNCN) ("Company"), parent company for Bank of North Carolina ("Bank"), today reported financial results for the quarter and year ended December 31, 2015. Highlights for the fourth quarter 2015 include the following: ? Operating earnings for the fourth q |
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| January 25, 2016 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 25, 2016 BNC Bancorp (Exact name of registrant as specified in its charter) North Carolina 000-50128 47-0898685 (State or other jurisdiction of incorporation) (Commission |
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| January 20, 2016 |
Exhibit Exhibit 99.1 Source: BNC Bancorp Contact: Richard D. Callicutt II President and Chief Executive Officer 336-869-9200 BNC Bancorp Announces Cash Dividend HIGH POINT, N.C., January 20, 2016 - On January 19, 2016, the Board of Directors of BNC Bancorp (NASDAQ: BNCN), announced the declaration of a quarterly cash dividend on its common stock of $0.05 per share. This dividend is payable on Febr |
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| January 20, 2016 |
Financial Statements and Exhibits, Other Events United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 19, 2016 BNC Bancorp (Exact name of registrant as specified in its charter) North Carolina 000-50128 47-0898685 (State or other jurisdiction of incorporation) (Commission File |
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| December 23, 2015 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-207649 PROXY STATEMENT/PROSPECTUS Proxy Statement of Southcoast Financial Corporation Prospectus of BNC Bancorp MERGER PROPOSED ? YOUR VOTE IS VERY IMPORTANT To the Shareholders of Southcoast Financial Corporation: Southcoast Financial Corporation (?Southcoast?) will hold a special meeting of Southcoast shareholders on January 29, 2016, at 10:0 |
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| December 22, 2015 |
As filed with the Securities and Exchange Commission on December 22, 2015 File No. |
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| December 22, 2015 |
Exhibit 99.1 |
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| December 22, 2015 |
December 22, 2015 VIA E-MAIL & EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, NE Washington, D. |
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| December 10, 2015 |
As filed with the Securities and Exchange Commission on December 10, 2015 File No. |
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| December 10, 2015 |
Exhibit 99.1 |
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| December 3, 2015 |
James Stevens 404.885.3721 telephone 404.885.3900 facsimile [email protected] TROUTMAN SANDERS LLP Attorneys at Law Bank of America Plaza 600 Peachtree Street NE, Suite 5200 Atlanta, Georgia 30308-2216 404.885.3000 telephone troutmansanders.com December 3, 2015 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, |
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| November 17, 2015 |
United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 13, 2015 BNC Bancorp (Exact name of registrant as specified in its charter) North Carolina 000-50128 47-0898685 (State or other jurisdiction of (Commission File Number) (IRS |
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| November 17, 2015 |
United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 13, 2015 BNC Bancorp (Exact name of registrant as specified in its charter) North Carolina 000-50128 47-0898685 (State or other jurisdiction of (Commission |
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| November 17, 2015 |
Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and between HIGH POINT BANK CORPORATION and BNC BANCORP November 13, 2015 TABLE OF CONTENTS Page ARTICLE I MERGER 1 1.1 The Merger 1 1.2 Merger Consideration 2 1.3 Election Procedures. 4 1.4 Allocation of the Merger Consideration. 4 1.5 Delivery of the Merger Consideration. 6 1.6 Closing 7 1.7 Articles of Incorporation and Bylaws of the |
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| November 17, 2015 |
BNC BANCORP ANNOUNCES PRICING OF COMMON STOCK OFFERING Exhibit 99.1 For additional information, contact: Richard D. Callicutt II President and Chief Executive Officer David B. Spencer Senior Executive Vice President and Chief Financial Officer (336) 869-9200 BNC BANCORP ANNOUNCES PRICING OF COMMON STOCK OFFERING HIGH POINT, NC – November 16, 2015 – BNC Bancorp (“BNC”) (NASDAQ: BNCN), the holding company for Bank of North Carolina, announced today the |
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| November 17, 2015 |
Filed pursuant to Rule 424(b)(5) Registration Statement No. 333-198370 PROSPECTUS SUPPLEMENT To the Prospectus dated September 8, 2014 2,250,000 Shares Common Stock We are offering 2,250,000 shares of our common stock. Our common stock is traded on The NASDAQ Capital Market under the symbol ?BNCN.? On November 12, 2015, the last reported price of our common stock was $25.63 per share. Investing in |
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| November 17, 2015 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 13, 2015 BNC BANCORP (Exact name of registrant as specified in its charter) North Carolina 000-50128 47-0898685 (State or other jurisdiction of incorporation or organization) |
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| November 17, 2015 |
BNC Bancorp FORM 8-K/A (Prospectus) United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 13, 2015 BNC Bancorp (Exact name of registrant as specified in its charter) North Carolina 000-50128 47-0898685 (State or other jurisdiction of (Commission |
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| November 17, 2015 |
Exhibit 1.1 BNC Bancorp (a North Carolina corporation) 2,250,000 Shares of Common Stock (No Par Value) UNDERWRITING AGREEMENT November 13, 2015 Stephens Inc. 111 Center Street Little Rock, Arkansas 72201 Ladies and Gentlemen: BNC Bancorp, a North Carolina corporation (the “Company”), proposes, subject to the terms and conditions stated therein, to issue and sell to the underwriter named in Schedul |
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| November 17, 2015 |
Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and between HIGH POINT BANK CORPORATION and BNC BANCORP November 13, 2015 TABLE OF CONTENTS Page ARTICLE I MERGER 1 1.1 The Merger 1 1.2 Merger Consideration 2 1.3 Election Procedures. 4 1.4 Allocation of the Merger Consideration. 4 1.5 Delivery of the Merger Consideration. 6 1.6 Closing 7 1.7 Articles of Incorporation and Bylaws of the |
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| November 17, 2015 |
FIRST AMENDMENT TO 364-DAY REVOLVING CREDIT AGREEMENT Exhibit 10.1 FIRST AMENDMENT TO 364-DAY REVOLVING CREDIT AGREEMENT THIS FIRST AMENDMENT TO 364-DAY REVOLVING CREDIT AGREEMENT (this ?First Amendment?) is dated as of the 13th day of November, 2015 by and between BNC BANCORP, a North Carolina corporation (the ?Borrower?), and SYNOVUS BANK, as Lender (the ?Lender?). WHEREAS, the Borrower and the Lender entered into that certain 364-Day Revolving Cre |
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| November 16, 2015 |
The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. |
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| November 16, 2015 |
BNC BANCORP SIGNS DEFINITIVE AGREEMENT TO ACQUIRE HIGH POINT BANK CORPORATION Exhibit 99.1 For additional information, contact: Richard D. Callicutt II President and Chief Executive Officer David B. Spencer Senior Executive Vice President and Chief Financial Officer (336) 869-9200 BNC BANCORP SIGNS DEFINITIVE AGREEMENT TO ACQUIRE HIGH POINT BANK CORPORATION HIGH POINT, NC ? November 16, 2015 ? BNC Bancorp (?BNC,? NASDAQ: BNCN), the holding company for Bank of North Carolina |
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| November 16, 2015 |
United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 13, 2015 BNC Bancorp (Exact name of registrant as specified in its charter) North Carolina 000-50128 47-0898685 (State or other jurisdiction of (Commission File Number) (IRS |
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| November 16, 2015 |
BNC BANCORP SIGNS DEFINITIVE AGREEMENT TO ACQUIRE HIGH POINT BANK CORPORATION Exhibit 99.1 For additional information, contact: Richard D. Callicutt II President and Chief Executive Officer David B. Spencer Senior Executive Vice President and Chief Financial Officer (336) 869-9200 BNC BANCORP SIGNS DEFINITIVE AGREEMENT TO ACQUIRE HIGH POINT BANK CORPORATION HIGH POINT, NC ? November 16, 2015 ? BNC Bancorp (?BNC,? NASDAQ: BNCN), the holding company for Bank of North Carolina |
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| November 16, 2015 |
ACQUISITION OF and Follow On Capital Raise Exhibit 99.2 ACQUISITION OF and Follow On Capital Raise ? BNC is acquiring High Point Bank Corporation ?HPTB? for $141.3 million in stock and cash ? BNC?s cash consideration in the High Point transaction is at least $42.4 million ? BNC raised $60.8 million (1) in common equity to augment pro forma capital ratios ? Combined Metrics - EPS is $0.06 accretive in 2017 and $0.50 accretive to TBV ? Combi |
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| November 16, 2015 |
Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and between HIGH POINT BANK CORPORATION and BNC BANCORP November 13, 2015 TABLE OF CONTENTS Page ARTICLE I MERGER 1 1.1 The Merger 1 1.2 Merger Consideration 2 1.3 Election Procedures 4 1.4 Allocation of the Merger Consideration 4 1.5 Delivery of the Merger Consideration 6 1.6 Closing 7 1.7 Articles of Incorporation and Bylaws of the Su |
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| November 16, 2015 |
ACQUISITION OF and Follow On Capital Raise Exhibit 99.2 ACQUISITION OF and Follow On Capital Raise • BNC is acquiring High Point Bank Corporation “HPTB” for $141.3 million in stock and cash • BNC’s cash consideration in the High Point transaction is at least $42.4 million • BNC raised $60.8 million (1) in common equity to augment pro forma capital ratios • Combined Metrics - EPS is $0.06 accretive in 2017 and $0.50 accretive to TBV • Combi |
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| November 16, 2015 |
Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and between HIGH POINT BANK CORPORATION and BNC BANCORP November 13, 2015 TABLE OF CONTENTS Page ARTICLE I MERGER 1 1.1 The Merger 1 1.2 Merger Consideration 2 1.3 Election Procedures 4 1.4 Allocation of the Merger Consideration 4 1.5 Delivery of the Merger Consideration 6 1.6 Closing 7 1.7 Articles of Incorporation and Bylaws of the Su |
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| November 16, 2015 |
United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 13, 2015 BNC Bancorp (Exact name of registrant as specified in its charter) North Carolina 000-50128 47-0898685 (State or other jurisdiction of (Commission File Number) (IRS |
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| November 9, 2015 |
Form of EMPLOYEE RESTRICTED STOCK UNIT AWARD AGREEMENT Exhibit 10.2 Form of EMPLOYEE RESTRICTED STOCK UNIT AWARD AGREEMENT THIS EMPLOYEE RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”) is made and entered into effective as of [, 20] (the “Effective Date”), by and between BNC Bancorp, a North Carolina corporation (the “Company”), and [Name of Employee] (“Participant”). WHEREAS, the Company is the holding company of the Bank of North Carolina (t |
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| November 9, 2015 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number |
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| November 9, 2015 |
EMPLOYEE RESTRICTED STOCK UNIT AWARD AGREEMENT Exhibit 10.1 EMPLOYEE RESTRICTED STOCK UNIT AWARD AGREEMENT THIS EMPLOYEE RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”) is made and entered into effective as of September 30, 2015 (the “Effective Date”), by and between BNC Bancorp, a North Carolina corporation (the “Company”), and Ronald J. Gorczynski (“Participant”). WHEREAS, the Company is the holding company of the Bank of North Carol |
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| October 28, 2015 |
State of North Carolina Department of the Secretary of State ARTICLES OF AMENDMENT OF BNC BANCORP EXHIBIT 3.1 State of North Carolina Department of the Secretary of State ARTICLES OF AMENDMENT OF BNC BANCORP Pursuant to §55-10-06 of the General Statutes of North Carolina, the undersigned corporation hereby submits the following Articles of Amendment for the purpose of amending its Articles of Incorporation. 1. The name of the corporation is: BNC BANCORP 2. The text of each amendment adopted is |
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| October 28, 2015 |
S-4 1 v423031s4.htm S-4 As filed with the Securities and Exchange Commission on October 28, 2015 File No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BNC BANCORP (Exact name of registrant as specified in its charter) North Carolina 6022 47-0898685 (State or other jurisdiction of incorporation or organ |
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| October 27, 2015 |
Financial Statements and Exhibits 8-K United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): July 1, 2015 BNC Bancorp (Exact name of registrant as specified in its charter) North Carolina 000-50128 47-0898685 (State or other jurisdiction of incorporati |
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| October 27, 2015 |
UNAUDITED PRO FORMA COMBINED CONSOLIDATED FINANCIAL INFORMATION Exhibit Exhibit 99.4 UNAUDITED PRO FORMA COMBINED CONSOLIDATED FINANCIAL INFORMATION The following unaudited pro forma combined consolidated financial information and accompanying notes show the impact on the historical financial conditions and results of operations of BNC Bancorp ("BNC") and Valley Financial Corporation ("Valley") and have been prepared to illustrate the effects of the Merger und |
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| October 23, 2015 |
Exhibit Exhibit 99.1 Press Release Source: BNC Bancorp Contact: Richard D. Callicutt II President and CEO 336-869-9200 BNC Bancorp Announces Earnings for Third Quarter 2015 HIGH POINT, N.C., Oct. 23, 2015 - BNC Bancorp (NASDAQ: BNCN) (?Company?), parent company for Bank of North Carolina (?Bank?), today reported financial results for the third quarter of 2015. Operating earnings for the third quar |
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| October 23, 2015 |
BNC Bancorp FORM 8-K (Current Report/Significant Event) 8-K United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 23, 2015 BNC Bancorp (Exact name of registrant as specified in its charter) North Carolina 000-50128 47-0898685 (State or other jurisdiction of incorporation) (Commission |
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| October 21, 2015 |
Exhibit Exhibit 99.1 Source: BNC Bancorp Contact: Richard D. Callicutt II President and Chief Executive Officer 336-869-9200 BNC Bancorp Announces Cash Dividend HIGH POINT, N.C., October 21, 2015 - On October 20, 2015, the Board of Directors of BNC Bancorp (NASDAQ: BNCN), announced the declaration of a quarterly cash dividend on its common stock of $0.05 per share. This dividend is payable on Nove |
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| October 21, 2015 |
Financial Statements and Exhibits, Other Events 8-K United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 20, 2015 BNC Bancorp (Exact name of registrant as specified in its charter) North Carolina 000-50128 47-0898685 (State or other jurisdiction of incorporation) (Commission |
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| October 20, 2015 |
Financial Statements and Exhibits, Other Events United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 19, 2015 BNC Bancorp (Exact name of registrant as specified in its charter) North Carolina 000-50128 47-0898685 (State or other jurisdiction of incorporation) (Commission File |
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| October 20, 2015 |
BNC BANCORP ANNOUNCES ACQUISITION OF CERTUSBANK, N.A. BRANCHES Exhibit Exhibit 99.1 For additional information, contact: Richard D. Callicutt II President and Chief Executive Officer David B. Spencer Senior Executive Vice President and Chief Financial Officer (336) 869-9200 BNC BANCORP ANNOUNCES ACQUISITION OF CERTUSBANK, N.A. BRANCHES High Point, NC (October 19, 2015) - BNC Bancorp (?BNC,? NASDAQ: BNCN), the parent company for Bank of North Carolina (the ?Ba |
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| September 15, 2015 |
UNAUDITED PRO FORMA COMBINED CONSOLIDATED FINANCIAL INFORMATION Exhibit Exhibit 99.4 UNAUDITED PRO FORMA COMBINED CONSOLIDATED FINANCIAL INFORMATION The following unaudited pro forma combined consolidated financial information and accompanying notes show the impact on the historical financial conditions and results of operations of BNC Bancorp ("BNC") and Valley Financial Corporation ("Valley") and have been prepared to illustrate the effects of the Merger und |
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| September 15, 2015 |
Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets 8-K United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): July 1, 2015 BNC Bancorp (Exact name of registrant as specified in its charter) North Carolina 000-50128 47-0898685 (State or other jurisdiction of incorporati |
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| August 14, 2015 |
southcoastinvestorpresen ACQUISITION OF Transaction Overview • Ten branches and $360mm+ deposits in the dynamic Charleston/Mt. |
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| August 14, 2015 |
8-K United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 14, 2015 BNC Bancorp (Exact name of registrant as specified in its charter) North Carolina 000-50128 47-0898685 (State or other jurisdiction of incorporation) (Commission F |
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| August 14, 2015 |
Exhibit 99.1 For additional information, contact: Richard D. Callicutt II President and Chief Executive Officer David B. Spencer Senior Executive Vice President and Chief Financial Officer (336) 869-9200 BNC BANCORP SIGNS DEFINITIVE AGREEMENT TO ACQUIRE MT. PLEASANT-BASED SOUTHCOAST FINANCIAL CORPORATION HIGH POINT, NC - August 14, 2015 - BNC Bancorp (“BNC,” NASDAQ: BNCN), the holding company for |
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| August 14, 2015 |
agreementandplanofmerger Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and between SOUTHCOAST FINANCIAL CORPORATION and BNC BANCORP August 14, 2015 TABLE OF CONTENTS Page ARTICLE I MERGER ........................................................................................................................ 1 1.1 The Merger. ........................................................................... |
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| August 6, 2015 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number 000- |
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| July 28, 2015 |
bncninvestorpresentation KBW Community Bank Investor Conference July 2015 2 Building Premier Franchise in the Carolinas & Virginia BNC BANCORP Headquarters: High Point, NC Exchange: Nasdaq: BNCN Branches: 57 (64) Recent Stock Price: $22. |
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| July 28, 2015 |
BNC Bancorp 8-K (Current Report/Significant Event) Form 8-K for Presentation United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| July 22, 2015 |
PressReleaseQ22015 Exhibit 99.1 Press Release Source: BNC Bancorp Contact: Richard D. Callicutt II President and CEO 336-869-9200 BNC Bancorp Announces Earnings for Second Quarter 2015 HIGH POINT, N.C., July 22, 2015 /PRNewswire/ - BNC Bancorp (NASDAQ: BNCN) ("Company"), parent company for Bank of North Carolina (?Bank?), today reported financial results for the three and six months ended June 30, |
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| July 22, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Form 8-K Earnings United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): July 22, 2015 BNC Bancorp (Exact name of registrant as specified in its charter) North Carolina 000-50128 47-0898685 (State or other jurisdiction of incorporation) ( |
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| July 1, 2015 |
VYFC Closing Press Release Exhibit 99.1 Contact: Richard D. Callicutt II President and Chief Executive Officer BNC Bancorp (336) 869-9200 Ellis L. Gutshall President and Chief Executive Officer Valley Financial Corporation (540) 342-2265 BNC BANCORP Completes Merger with Valley Financial Corporation Expands Bank of North Carolina’s Presence into Southwest Virginia HIGH POINT, NC - ROANOKE, VA - Ju |
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| July 1, 2015 |
BNC Bancorp FORM 8-K (Current Report/Significant Event) Valley Closing Form 8-K United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| June 26, 2015 |
12/31/2014 Form 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| June 1, 2015 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events Form 8-K Certus United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 1, 2015 BNC Bancorp (Exact name of registrant as specified in its charter) North Carolina 000-50128 47-0898685 (State or other jurisdiction of incorporation) (Com |
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| June 1, 2015 |
certuspurchaseagreementf Exhibit 2.1 25959758v2 PURCHASE AND ASSUMPTION AGREEMENT by and between BANK OF NORTH CAROLINA, a North Carolina bank as Buyer and CERTUSBANK, N.A., a national banking association as Seller Dated as of June 1, 2015 25959758v2 TABLE OF CONTENTS Page ARTICLE 1 PURCHASE AND SALE OF CERTAIN ASSETS AND ASSUMPTION AND TRANSFER OF CERTAIN LIABILITIES ............................. |
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| June 1, 2015 |
bnccertusbranchesinvesto ACQUISITION OF Seven South Carolina Branches of Certus 2 Transaction Terms Certus South Carolina Branches Premium to Deposits 2. |
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| June 1, 2015 |
BNC BANCORP ANNOUNCES ACQUISITION OF CERTUSBANK, N.A. BRANCHES Certus Press Release Exhibit 99.1 For additional information, contact: Richard D. Callicutt II President and Chief Executive Officer David B. Spencer Senior Executive Vice President and Chief Financial Officer 336-869-9200 BNC BANCORP ANNOUNCES ACQUISITION OF CERTUSBANK, N.A. BRANCHES High Point, NC (June 1, 2015) - BNC Bancorp (?BNC,? NASDAQ: BNCN), the parent company for Bank of North Carolina ( |
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| May 29, 2015 |
BNC Bancorp FORM 8-K (Current Report/Significant Event) Annual Meeting Results May 2015 United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| May 8, 2015 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number 000 |
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| April 24, 2015 |
PressReleaseQ12015 Exhibit 99.1 Press Release Source: BNC Bancorp Contact: Richard D. Callicutt II President and CEO 336-869-9200 BNC Bancorp Announces Earnings for First Quarter 2015 HIGH POINT, N.C., April 24, 2015 /PRNewswire/ - BNC Bancorp (NASDAQ: BNCN) ("Company"), parent company for Bank of North Carolina ("Bank"), today reported financial results for fiscal quarter ended March 31, 2015. Op |
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| April 24, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 24, 2015 BNC Bancorp (Exact name of registrant as specified in its charter) North Carolina 000-50128 47-0898685 (State or other jurisdiction of incorporation) (Commission File N |
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| April 23, 2015 |
Financial Statements and Exhibits, Other Events Dividend Declaration United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| April 23, 2015 |
Dividend Press Release Exhibit 99.1 Source: BNC Bancorp Contact: Richard D. Callicutt II President and Chief Executive Officer 336-869-9200 BNC Bancorp Announces Cash Dividend HIGH POINT, N.C., April 22, 2015 - On April 21, 2015, the Board of Directors of BNC Bancorp (NASDAQ: BNCN), announced the declaration of a quarterly cash dividend on its common stock of $0.05 per share. This dividend is paya |
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| April 14, 2015 |
[LETTERHEAD OF SANDLER O?NEILL & PARTNERS, L.P.] CONSENT OF SANDLER O?NEILL & PARTNERS, L.P. Exhibit 99.1 [LETTERHEAD OF SANDLER O?NEILL & PARTNERS, L.P.] CONSENT OF SANDLER O?NEILL & PARTNERS, L.P. We hereby consent to the inclusion of our opinion letter to the Board of Directors of Valley Financial Corporation (the ?Company?) as an Appendix to the Proxy Statement/Prospectus relating to the proposed merger of the Company with BNC Bancorp contained in the Proxy Statement/Registration Stat |
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| April 14, 2015 |
Exhibit 99.4 |
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| April 14, 2015 |
As filed with the Securities and Exchange Commission on April 14, 2015 Registration No. |
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| April 14, 2015 |
Exhibit 99.3 |
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| March 5, 2015 |
Consent of Prospective Director Exhibit 99.2 Consent of Prospective Director In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, in connection with the Registration Statement on Form S-4 (the “Registration Statement”) of BNC Bancorp (“BNC”) relating to the transactions contemplated by the Agreement and Plan of Merger, dated as of November 17, 2014, by and between Valley Financial Corporation (“V |
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| March 5, 2015 |
As filed with the Securities and Exchange Commission on March 4, 2015 As filed with the Securities and Exchange Commission on March 4, 2015 Registration No. |
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| March 5, 2015 |
CONSENT OF SANDLER O? NEILL & PARTNERS, L.P. Exhibit 99.1 CONSENT OF SANDLER O’ NEILL & PARTNERS, L.P. We hereby consent to the inclusion of our opinion letter to the Board of Directors of Valley Financial Corporation (the “Company”) as an Appendix to the Proxy Statement/Prospectus relating to the proposed merger of the Company with BNC Bancorp contained in the Proxy Statement/Registration Statement on Form S-4 as filed with the Securities a |
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| February 27, 2015 |
RESTRICTED STOCK GRANT AGREEMENT Exhibit 10.37 RESTRICTED STOCK GRANT AGREEMENT THIS RESTRICTED STOCK GRANT AGREEMENT (the ?Agreement?) is made and entered into effective as of October 20, 2014 (the ?Effective Date?), by and between BNC Bancorp, a North Carolina Company (the ?Company?), and Richard D. Callicutt II (the ?Participant?). WHEREAS, the Company is the holding company of the Bank of North Carolina (the ?Bank?), a state |
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| February 27, 2015 |
RESTRICTED STOCK GRANT AGREEMENT Exhibit 10.38 RESTRICTED STOCK GRANT AGREEMENT THIS RESTRICTED STOCK GRANT AGREEMENT (the “Agreement”) is made and entered into effective as of October 20, 2014 (the “Effective Date”), by and between BNC Bancorp, a North Carolina Company (the “Company”), and David B. Spencer (the “Participant”). WHEREAS, the Company is the holding company of the Bank of North Carolina (the “Bank”), a state charter |
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| February 27, 2015 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 Commission File Number 000-50128 BNC Bancorp (Exact name of registrant as specified in its charter) North Carolina 47-0898685 (State or other jurisdiction of incorporation |
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| February 27, 2015 |
EXHIBIT 21 SUBSIDIARIES OF BNC BANCORP Name Jurisdiction Bank of North Carolina North Carolina Bank of North Carolina Capital Trust I Delaware Bank of North Carolina Capital Trust II Delaware Bank of North Carolina Capital Trust III Delaware Bank of North Carolina Capital Trust IV Delaware BFNM Building, LLC South Carolina |
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| February 13, 2015 |
BNCN / BNC Bancorp / Forest Hill Capital, LLC - SC 13G Passive Investment SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) BNC Bancorp (Name of Issuer) Common stock, no par value (Title of Class of Securities) 05566T101 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: x Rule 13d-1(b) ¨ Rule 13d-1(c) ¨ Rule 13d-1(d) 1 of 7 CUSIP No. |
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| February 13, 2015 |
EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common stock, no par value, of BNC Bancorp, and further agree that this Joint Filing Agreement shall be in |
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| February 12, 2015 |
BNCN / BNC Bancorp / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* BNC Bancorp (Name of Issuer) Common Stock (Title of Class of Securities) 05566T101 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule i |
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| February 11, 2015 |
Regulation FD Disclosure, Financial Statements and Exhibits United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 11, 2015 BNC Bancorp (Exact name of registrant as specified in its charter) North Carolina 000-50128 47-0898685 (State or other jurisdiction of incorporation) (Commission Fil |
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| February 11, 2015 |
bncninvestorpresentation 2015 Sterne Agee Financial Institutions Investor Conference Building Premier Franchise in the Carolinas & Virginia 2 • Exchange: • Recent Stock Price: • Price to TBV: • Market Cap: • Annual Dividend: • Dividend Yield: NASDAQ: BNCN $16. |
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| January 28, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 form8-kearnings.htm FORM 8-K United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 26, 2015 BNC Bancorp (Exact name of registrant as specified in its charter) North Carolina 000-50128 47-0898685 (State or other jurisdiction |
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| January 28, 2015 |
Exhibit 99.1 Press Release Source: BNC Bancorp Contact: Richard D. Callicutt II President and CEO 336-869-9200 BNC Bancorp Announces Record Earnings for Fourth Quarter and Full Year 2014 HIGH POINT, N.C., Jan. 26, 2015 /PRNewswire/ - BNC Bancorp (NASDAQ: BNCN) ("Company"), parent company for Bank of North Carolina ("Bank"), today reported financial results for the fourth quarter and fiscal year en |
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| January 27, 2015 |
AMENDED AND RESTATED BYLAWS OF BNC BANCORP ARTICLE I Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF BNC BANCORP ARTICLE I OFFICES Section 1.Principal Office. The principal office of the corporation shall be located at such place as the Board of Directors may fix from time to time. Section 2.Registered Office. The registered office of the corporation required by law to be maintained in the State of North Carolina may be, but need not be, identical with t |
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| January 27, 2015 |
United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 21, 2015 BNC Bancorp (Exact name of registrant as specified in its charter) North Carolina 000-50128 47-0898685 (State or other jurisdiction of incorporation) (Commission File |
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| December 1, 2014 |
Financial Statements and Exhibits, Other Events 8-K 1 harborform8-k.htm 8-K United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 1, 2014 BNC Bancorp (Exact name of registrant as specified in its charter) North Carolina 000-50128 47-0898685 (State or other jurisdiction of inc |
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| December 1, 2014 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 25, 2014 BNC Bancorp (Exact name of registrant as specified in its charter) North Carolina 000-50128 47-0898685 (State or other jurisdiction of incorporation) (Commission Fil |
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| December 1, 2014 |
COMMON STOCK SHARE EXCHANGE AGREEMENT Exhibit 10.1 COMMON STOCK SHARE EXCHANGE AGREEMENT This Common Stock Share Exchange Agreement (this “Agreement”) is entered into as of November 25, 2014, by and between BNC Bancorp, a North Carolina corporation (the “Company”), and Patriot Financial Partners, L.P. a Delaware limited partnership and Patriot Financial Partners Parallel, L.P., a Delaware limited partnership (collectively, “Patriot”). |
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| December 1, 2014 |
Exhibit 99.1 Contact: Richard D. Callicutt II President and Chief Executive Officer BNC Bancorp (336) 869-9200 Charles F. Rivers, III President and Chief Executive Officer Harbor Bank Group, Inc. (843) 852-6400 BNC Bancorp Completes Merger With Harbor Bank Group, Inc. Merger Expands Bank of North Carolina’s Presence in the Charleston, South Carolina Metropolitan Area THOMASVILLE, NC - CHARLESTON, |
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| November 25, 2014 |
BNCN / BNC Bancorp 11-K - - 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended May 31, 2014 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) |
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| November 17, 2014 |
BNC BANCORP SIGNS DEFINITIVE AGREEMENT TO ACQUIRE ROANOKE-BASED VALLEY FINANCIAL CORPORATION Exhibit 99.1 For additional information, contact: Richard D. Callicutt II President and Chief Executive Officer David B. Spencer Senior Executive Vice President and Chief Financial Officer (336) 869-9200 BNC BANCORP SIGNS DEFINITIVE AGREEMENT TO ACQUIRE ROANOKE-BASED VALLEY FINANCIAL CORPORATION High Point, NC and Roanoke, VA (November 17, 2014) - BNC Bancorp (“BNC,” NASDAQ: BNCN), the holding com |
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| November 17, 2014 |
investorpresentation ACQUISITION OF New Market, Same Disciplined Strategy • Nine branches in attractive Roanoke, Virginia market • #1 Deposit market share among independent banks in Roanoke MSA • Respected and seasoned leadership and lending team • Estimated accretion to BNCN 2015 EPS of 5. |
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| November 17, 2014 |
United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 17, 2014 BNC Bancorp (Exact name of registrant as specified in its charter) North Carolina 000-50128 47-0898685 (State or other jurisdiction of incorporation) (Commission Fil |
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| November 17, 2014 |
AGREEMENT AND PLAN OF MERGER VALLEY FINANCIAL CORPORATION BNC BANCORP TABLE OF CONTENTS Exhibit 2.1 AGREEMENT AND PLAN OF MERGER between VALLEY FINANCIAL CORPORATION and BNC BANCORP TABLE OF CONTENTS ARTICLE I Certain Definitions1 1.01.Certain Definitions 1 ARTICLE II The Merger7 . The Merger. 7 2.02.Effective Date and Effective Time. 8 2.03.Tax Consequences 9 ARTICLE III The Bank Merger9 3.01.The Bank Merger. 9 3.02.Effective Date and Effective Time 9 ARTICLE IV Consideration; Excha |
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| November 14, 2014 |
Exhibit 10.1 EXECUTION VERSION 364-DAY REVOLVING CREDIT AGREEMENT dated as of November 14, 2014 among BNC BANCORP, as Borrower and SYNOVUS BANK, as Lender TABLE OF CONTENTS Page Article I DEFINITIONS; CONSTRUCTION 1 Section 1.1. Definitions 1 Section 1.2. Accounting Terms and Determination 14 Section 1.3. Terms Generally 14 Article II AMOUNT AND TERMS OF THE REVOLVING LOAN 15 Section 2.1. Revolvin |
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| November 14, 2014 |
United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 14, 2014 BNC Bancorp (Exact name of registrant as specified in its charter) North Carolina 000-50128 47-0898685 (State or other jurisdiction of incorporation) (Commission Fil |
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| November 10, 2014 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number |
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| October 24, 2014 |
8-K 1 equitygrant.htm 8-K United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 20, 2014 BNC Bancorp (Exact name of registrant as specified in its charter) North Carolina 000-50128 47-0898685 (State or other jurisdiction of incor |
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| October 24, 2014 |
Exhibit 99.1 Source: BNC Bancorp Contact: Richard D. Callicutt II President and CEO 336-869-9200 BNC Bancorp Announces Cash Dividend HIGH POINT, N.C., October 23, 2014 - On October 20, 2014, the Board of Directors of BNC Bancorp (NASDAQ: BNCN), announced the declaration of a quarterly dividend on its common stock of $0.05 per share. This dividend is payable on November 28, 2014 to shareholders of |
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| October 24, 2014 |
Financial Statements and Exhibits, Other Events United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 20, 2014 BNC Bancorp (Exact name of registrant as specified in its charter) North Carolina 000-50128 47-0898685 (State or other jurisdiction of incorporation) (Commission File |
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| October 17, 2014 |
Exhibit 99.1 Press Release Source: BNC Bancorp Contact: Richard D. Callicutt II President and CEO 336-869-9200 BNC Bancorp Announces Earnings for Third Quarter 2014 High Point, NC, October 17, 2014 - BNC Bancorp (NASDAQ: BNCN) (“Company”), parent company for Bank of North Carolina (“Bank”), today reported financial results for the three and nine months ended September 30, 2014. Operating earnings |
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| October 17, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 17, 2014 BNC Bancorp (Exact name of registrant as specified in its charter) North Carolina 000-50128 47-0898685 (State or other jurisdiction of incorporation) (Commission File |
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| October 2, 2014 |
BNCN / BNC Bancorp S-4/A - - S-4/A As filed with the Securities and Exchange Commission on October 2, 2014 Registration No. |
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| October 2, 2014 |
Exhibit 99.2 REVOCABLE PROXY HARBOR BANK GROUP, INC. 1503 Old Towne Road Charleston, SC 29407 SPECIAL MEETING OF SHAREHOLDERS REVOCABLE APPOINTMENT OF PROXY SOLICITED BY BOARD OF DIRECTORS The undersigned hereby appoints Charles F. Rivers, III, as attorney and proxy (the “Proxy”), with full power of substitution, to vote all outstanding shares of the common stock of Harbor Bank Group, Inc. held of |
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| October 2, 2014 |
Exhibit 99.1 October 2, 2014 Board of Directors Harbor Bank Group, Inc. 1503 Old Towne Road Charleston, SC 29407 Members of the Board: BSP Securities, Inc. (“BSP”) consents to the inclusion and description of our opinion letter, delivered to the Board of Directors of Harbor Bank Group, Inc. and dated June 2, 2014, in the Proxy Statement/Prospectus of BNC Bancorp which forms the Registration Statem |
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| September 30, 2014 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 30, 2014 BNC BANCORP (Exact name of registrant as specified in its charter) North Carolina 000-50128 47-0898685 (State or other jurisdiction of incorporation or organization |
