-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WaNXzJ+5HNFDtgkMP5SlVjj456xJlTatdMkTW7GRahQR5tLE0+H+hLst/zpomZzf LtqWfY6WZRCK46aKILjpjw== 0000891836-10-000117.txt : 20100624 0000891836-10-000117.hdr.sgml : 20100624 20100624152650 ACCESSION NUMBER: 0000891836-10-000117 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20100624 DATE AS OF CHANGE: 20100624 GROUP MEMBERS: AQUILINE CAPITAL PARTNERS GP (OFFSHORE) LTD. GROUP MEMBERS: AQUILINE CAPITAL PARTNERS GP LLC GROUP MEMBERS: AQUILINE CAPITAL PARTNERS LLC GROUP MEMBERS: AQUILINE FINANCIAL SERVICES FUND (OFFSHORE) L.P. GROUP MEMBERS: AQUILINE FINANCIAL SERVICES FUND L.P. GROUP MEMBERS: AQUILINE HOLDINGS (OFFSHORE) L.P. GROUP MEMBERS: AQUILINE HOLDINGS GP (OFFSHORE) LTD. GROUP MEMBERS: AQUILINE HOLDINGS GP INC. GROUP MEMBERS: AQUILINE HOLDINGS II LLC GROUP MEMBERS: AQUILINE HOLDINGS LLC GROUP MEMBERS: AQUILINE HOLDINGS LP GROUP MEMBERS: JEFFREY GREENBERG SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BNC BANCORP CENTRAL INDEX KEY: 0001210227 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 470898685 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-80700 FILM NUMBER: 10914975 BUSINESS ADDRESS: STREET 1: 1226 EASTCHESTER DRIVE CITY: HIGH POINT STATE: NC ZIP: 27265 BUSINESS PHONE: 3364769200 MAIL ADDRESS: STREET 1: 1226 EASTCHESTER DRIVE CITY: HIGH POINT STATE: NC ZIP: 27265 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Aquiline BNC Holdings LLC CENTRAL INDEX KEY: 0001494275 IRS NUMBER: 272762100 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: CORPORATION SERVICE COMPANY STREET 2: 2711 CENTERVILLE ROAD, SUITE 400 CITY: WILMINGTON STATE: DE ZIP: 19808 BUSINESS PHONE: 212-624-9500 MAIL ADDRESS: STREET 1: C/O AQUILINE CAPITAL PARTNERS GP LLC STREET 2: 535 MADISON AVE., 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 sc0069.htm SCHEDULE 13D sc0069.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934

BNC BANCORP
(Name of Issuer)

Common Stock, no par value
(Title of Class of Securities)

05566T101
(CUSIP Number)

EZRA S. BERGER
AQUILINE CAPITAL PARTNERS LLC
535 MADISON AVENUE
NEW YORK, NY 10022
(212) 624-9500

(Name, Address and Telephone Number of Person
Authorized to Receive Notices of Communication)

Copy to:

MARK J. MENTING, ESQ.
SULLIVAN & CROMWELL LLP
125 BROAD STREET
NEW YORK, NY 10004
(212) 558-4000

June 14, 2010
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 22 Pages)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


 
 
 


CUSIP NO. 05566T101
Schedule 13D
Page 2 of 22

1
NAME OF REPORTING PERSONS
 
 
 
Aquiline BNC Holdings LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
 
(a)  o
 
(b)  o
3
SEC USE ONLY
 
 
 
 
4
SOURCE OF FUNDS
 
 
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
 
 
892,799(2)(3)
8
SHARED VOTING POWER
 
 
 
0
9
SOLE DISPOSITIVE POWER
 
 
 
892,799(2)(3)
10
SHARED DISPOSITIVE POWER
 
 
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
892,799(1)(2)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
9.9%(3)
14
TYPE OF REPORTING PERSON
 
 
 
OO

(1) The information set forth in Items 4, 5 and 6 of this statement on Schedule 13D is incorporated herein by reference.
(2) Aquiline BNC Holdings LLC also directly owns 1,804,566 shares of Series B Mandatorily Convertible Non-Voting Preferred Stock (“Series B Preferred Stock”), which is convertible into 1,804,566 shares of common stock, no par value (“Common Stock”) of BNC Bancorp (“BNC”) if such shares of Series B Preferred Stock are transferred to unaffiliated third parties in a widely dispersed offering.  Since Aquiline BNC Holdings LLC does not have the right to acquire such Common Stock and will have no voting or investment power over such Common Stock, those underlying shares of Common Stock are not included in the amount reported herein.
(3) Calculation based on 9,037,335 shares of Common Stock, which includes 7,341,901 shares outstanding as of June 14, 2010 and the issuance of 802,635 shares of Common Stock to third parties unaffiliated with Aquiline BNC Holdings LLC on June 14, 2010.

 
 
 


CUSIP NO. 05566T101
Schedule 13D
Page 3 of 22

1
NAME OF REPORTING PERSONS
 
 
 
Aquiline Financial Services Fund (Offshore) L.P.(1)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
 
(a)  o
 
(b)  o
3
SEC USE ONLY
 
 
 
 
4
SOURCE OF FUNDS
 
 
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
 
 
0
8
SHARED VOTING POWER
 
 
 
892,799(2)
9
SOLE DISPOSITIVE POWER
 
 
 
0
10
SHARED DISPOSITIVE POWER
 
 
 
892,799(2)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
892,799(2)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
9.9%(3)
14
TYPE OF REPORTING PERSON
 
 
 
PN

(1) Aquiline Financial Services Fund (Offshore) L.P. is a member of Aquiline BNC Holdings LLC.
(2) The information set forth in Items 4, 5 and 6 of this statement Schedule 13D is incorporated herein by reference.
(3) Calculation based on 9,037,335 shares of Common Stock, which includes 7,341,901 shares outstanding as of June 14, 2010 and the issuance of 802,635 shares of Common Stock to third parties unaffiliated with Aquiline Financial Services Fund (Offshore) L.P. on June 14, 2010.


 
 
 


CUSIP NO. 05566T101
Schedule 13D
Page 4 of 22

1
NAME OF REPORTING PERSONS
 
 
 
Aquiline Capital Partners GP (Offshore) Ltd.(1)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
 
(a)  o
 
(b)  o
3
SEC USE ONLY
 
 
 
 
4
SOURCE OF FUNDS
 
 
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
 
 
0
8
SHARED VOTING POWER
 
 
 
892,799(2)
9
SOLE DISPOSITIVE POWER
 
 
 
0
10
SHARED DISPOSITIVE POWER
 
 
 
892,799(2)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
892,799(2)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
9.9%(3)
14
TYPE OF REPORTING PERSON
 
 
 
CO

(1) Aquiline Capital Partners GP (Offshore) Ltd. is the general partner of Aquiline Financial Services Fund (Offshore) L.P.
(2) The information set forth in Items 4, 5 and 6 of this statement Schedule 13D is incorporated herein by reference.
(3) Calculation based on 9,037,335 shares of Common Stock, which includes 7,341,901 shares outstanding as of June 14, 2010 and the issuance of 802,635 shares of Common Stock to third parties unaffiliated with Aquiline Capital Partners GP (Offshore) Ltd. on June 14, 2010.


 
 
 


CUSIP NO. 05566T101
Schedule 13D
Page 5 of 22

1
NAME OF REPORTING PERSONS
 
 
 
Aquiline Holdings (Offshore) L.P.(1)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
 
(a)  o
 
(b)  o
3
SEC USE ONLY
 
 
 
 
4
SOURCE OF FUNDS
 
 
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
 
 
0
8
SHARED VOTING POWER
 
 
 
892,799(2)
9
SOLE DISPOSITIVE POWER
 
 
 
0
10
SHARED DISPOSITIVE POWER
 
 
 
892,799(2)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
892,799(2)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
9.9%(3)
14
TYPE OF REPORTING PERSON
 
 
 
PN

(1) Aquiline Holdings (Offshore) L.P. is the sole member of Aquiline Capital Partners GP (Offshore) Ltd.
(2) The information set forth in Items 4, 5 and 6 of this statement Schedule 13D is incorporated herein by reference.
(3) Calculation based on 9,037,335 shares of Common Stock, which includes 7,341,901 shares outstanding as of June 14, 2010 and the issuance of 802,635 shares of Common Stock to third parties unaffiliated with Aquiline Holdings (Offshore) L.P. on June 14, 2010.


 
 
 


CUSIP NO. 05566T101
Schedule 13D
Page 6 of 22

1
NAME OF REPORTING PERSONS
 
 
 
Aquiline Holdings GP (Offshore) Ltd.(1)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
 
(a)  o
 
(b)  o
3
SEC USE ONLY
 
 
 
 
4
SOURCE OF FUNDS
 
 
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
 
 
0
8
SHARED VOTING POWER
 
 
 
892,799(2)
9
SOLE DISPOSITIVE POWER
 
 
 
0
10
SHARED DISPOSITIVE POWER
 
 
 
892,799(2)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
892,799(2)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
9.9%(3)
14
TYPE OF REPORTING PERSON
 
 
 
CO

(1) Aquiline Holdings GP (Offshore) Ltd. is the general partner of Aquiline Holdings (Offshore) L.P.
(2) The information set forth in Items 4, 5 and 6 of this statement Schedule 13D is incorporated herein by reference.
(3) Calculation based on 9,037,335 shares of Common Stock, which includes 7,341,901 shares outstanding as of June 14, 2010 and the issuance of 802,635 shares of Common Stock to third parties unaffiliated with Aquiline Holdings GP (Offshore) Ltd. on June 14, 2010.


 
 
 


CUSIP NO. 05566T101
Schedule 13D
Page 7 of 22

1
NAME OF REPORTING PERSONS
 
 
 
Aquiline Capital Partners LLC(1)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
 
(a)  o
 
(b)  o
3
SEC USE ONLY
 
 
 
 
4
SOURCE OF FUNDS
 
 
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
 
 
0
8
SHARED VOTING POWER
 
 
 
892,799(2)
9
SOLE DISPOSITIVE POWER
 
 
 
0
10
SHARED DISPOSITIVE POWER
 
 
 
892,799(2)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
892,799(2)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
9.9%(3)
14
TYPE OF REPORTING PERSON
 
 
 
OO

(1) Aquiline Capital Partners LLC is an investment advisor to Aquiline Financial Services Fund (Offshore) L.P. and to Aquiline Financial Services Fund  L.P.
(2) The information set forth in Items 4, 5 and 6 of this statement Schedule 13D is incorporated herein by reference.
(3) Calculation based on 9,037,335 shares of Common Stock, which includes 7,341,901 shares outstanding as of June 14, 2010 and the issuance of 802,635 shares of Common Stock to third parties unaffiliated with Aquiline Capital Partners LLC on June 14, 2010.


 
 
 


CUSIP NO. 05566T101
Schedule 13D
Page 8 of 22

1
NAME OF REPORTING PERSONS
 
 
 
Aquiline Holdings LLC(1)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
 
(a)  o
 
(b)  o
3
SEC USE ONLY
 
 
 
 
4
SOURCE OF FUNDS
 
 
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
 
 
0
8
SHARED VOTING POWER
 
 
 
892,799(2)
9
SOLE DISPOSITIVE POWER
 
 
 
0
10
SHARED DISPOSITIVE POWER
 
 
 
892,799(2)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
892,799(2)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
9.9%(3)
14
TYPE OF REPORTING PERSON
 
 
 
OO

(1) Aquiline Holdings LLC is a member of Aquiline Capital Partners LLC.
(2) The information set forth in Items 4, 5 and 6 of this statement Schedule 13D is incorporated herein by reference.
(3) Calculation based on 9,037,335 shares of Common Stock, which includes 7,341,901 shares outstanding as of June 14, 2010 and the issuance of 802,635 shares of Common Stock to third parties unaffiliated with Aquiline Holdings LLC on June 14, 2010.


 
 
 


CUSIP NO. 05566T101
Schedule 13D
Page 9 of 22

1
NAME OF REPORTING PERSONS
 
 
 
Aquiline Holdings LP(1)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
 
(a)  o
 
(b)  o
3
SEC USE ONLY
 
 
 
 
4
SOURCE OF FUNDS
 
 
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
 
 
0
8
SHARED VOTING POWER
 
 
 
892,799(2)
9
SOLE DISPOSITIVE POWER
 
 
 
0
10
SHARED DISPOSITIVE POWER
 
 
 
892,799(2)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
892,799(2)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
9.9%(3)
14
TYPE OF REPORTING PERSON
 
 
 
PN

(1) Aquiline Holdings LP is a member of Aquiline Holdings LLC.
(2) The information set forth in Items 4, 5 and 6 of this statement Schedule 13D is incorporated herein by reference.
(3) Calculation based on 9,037,335 shares of Common Stock, which includes 7,341,901 shares outstanding as of June 14, 2010 and the issuance of 802,635 shares of Common Stock to third parties unaffiliated with Aquiline Holdings LP on June 14, 2010.


 
 
 


CUSIP NO. 05566T101
Schedule 13D
Page 10 of 22

1
NAME OF REPORTING PERSONS
 
 
 
Aquiline Holdings GP Inc.(1)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
 
(a)  o
 
(b)  o
3
SEC USE ONLY
 
 
 
 
4
SOURCE OF FUNDS
 
 
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
 
 
0
8
SHARED VOTING POWER
 
 
 
892,799(2)
9
SOLE DISPOSITIVE POWER
 
 
 
0
10
SHARED DISPOSITIVE POWER
 
 
 
892,799(2)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
892,799(2)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
9.9%(3)
14
TYPE OF REPORTING PERSON
 
 
 
CO

(1) Aquiline Holdings GP Inc. is the general partner of Aquiline Holdings LP.
(2) The information set forth in Items 4, 5 and 6 of this statement Schedule 13D is incorporated herein by reference.
(3) Calculation based on 9,037,335 shares of Common Stock, which includes 7,341,901 shares outstanding as of June 14, 2010 and the issuance of 802,635 shares of Common Stock to third parties unaffiliated with Aquiline Holdings GP Inc. on June 14, 2010.


 
 
 


CUSIP NO. 05566T101
Schedule 13D
Page 11 of 22

1
NAME OF REPORTING PERSONS
 
 
 
Aquiline Financial Services Fund L.P.(1)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
 
(a)  o
 
(b)  o
3
SEC USE ONLY
 
 
 
 
4
SOURCE OF FUNDS
 
 
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
 
 
0
8
SHARED VOTING POWER
 
 
 
892,799(2)
9
SOLE DISPOSITIVE POWER
 
 
 
0
10
SHARED DISPOSITIVE POWER
 
 
 
892,799(2)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
892,799(2)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
9.9%(3)
14
TYPE OF REPORTING PERSON
 
 
 
PN

(1) Aquiline Financial Services Fund L.P. is a member of Aquiline BNC Holdings LLC.
(2) The information set forth in Items 4, 5 and 6 of this statement Schedule 13D is incorporated herein by reference.
(3) Calculation based on 9,037,335 shares of Common Stock, which includes 7,341,901 shares outstanding as of June 14, 2010 and the issuance of 802,635 shares of Common Stock to third parties unaffiliated with Aquiline Financial Services Fund L.P. on June 14, 2010.


 
 
 


CUSIP NO. 05566T101
Schedule 13D
Page 12 of 22

1
NAME OF REPORTING PERSONS
 
 
 
Aquiline Capital Partners GP LLC(1)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
 
(a)  o
 
(b)  o
3
SEC USE ONLY
 
 
 
 
4
SOURCE OF FUNDS
 
 
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
 
 
0
8
SHARED VOTING POWER
 
 
 
892,799(2)
9
SOLE DISPOSITIVE POWER
 
 
 
0
10
SHARED DISPOSITIVE POWER
 
 
 
892,799(2)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
892,799(2)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
9.9%(3)
14
TYPE OF REPORTING PERSON
 
 
 
OO

(1) Aquiline Capital Partners GP LLC is the general partner of Aquiline Financial Services Fund L.P..
(2) The information set forth in Items 4, 5 and 6 of this statement Schedule 13D is incorporated herein by reference.
(3) Calculation based on 9,037,335 shares of Common Stock, which includes 7,341,901 shares outstanding as of June 14, 2010 and the issuance of 802,635 shares of Common Stock to third parties unaffiliated with Aquiline Capital Partners GP LLC on June 14, 2010.


 
 
 


CUSIP NO. 05566T101
Schedule 13D
Page 13 of 22

1
NAME OF REPORTING PERSONS
 
 
 
Aquiline Holdings II LLC(1)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
 
(a)  o
 
(b)  o
3
SEC USE ONLY
 
 
 
 
4
SOURCE OF FUNDS
 
 
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
 
 
0
8
SHARED VOTING POWER
 
 
 
892,799(2)
9
SOLE DISPOSITIVE POWER
 
 
 
0
10
SHARED DISPOSITIVE POWER
 
 
 
892,799(2)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
892,799(2)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
9.9%(3)
14
TYPE OF REPORTING PERSON
 
 
 
OO

(1) Aquiline Holdings II LLC is the sole member of Aquiline Capital Partners GP LLC.
(2) The information set forth in Items 4, 5 and 6 of this statement Schedule 13D is incorporated herein by reference.
(3) Calculation based on 9,037,335 shares of Common Stock, which includes 7,341,901 shares outstanding as of June 14, 2010 and the issuance of 802,635 shares of Common Stock to third parties unaffiliated with Aquiline Holdings II LLC on June 14, 2010.


 
 
 


CUSIP NO. 05566T101
Schedule 13D
Page 14 of 22

1
NAME OF REPORTING PERSONS
 
 
 
Jeffrey Greenberg(1)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
 
(a)  o
 
(b)  o
3
SEC USE ONLY
 
 
 
 
4
SOURCE OF FUNDS
 
 
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
United States of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
 
 
0
8
SHARED VOTING POWER
 
 
 
892,799(2)
9
SOLE DISPOSITIVE POWER
 
 
 
0
10
SHARED DISPOSITIVE POWER
 
 
 
892,799(2)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
892,799(2)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
9.9%(3)
14
TYPE OF REPORTING PERSON
 
 
 
IN

(1) Mr. Greenberg is a member of Aquiline Holdings II LLC, the controlling stockholder of Aquiline Holdings GP Inc., the controlling stockholder of Aquiline Holdings GP (Offshore) Ltd. and a limited partner of Aquiline Holdings LP.
(2) The information set forth in Items 4, 5 and 6 of this statement Schedule 13D is incorporated herein by reference.
(3) Calculation based on 9,037,335 shares of Common Stock, which includes 7,341,901 shares outstanding as of June 14, 2010 and the issuance of 802,635 shares of Common Stock to third parties unaffiliated with Mr. Greenberg on June 14, 2010.


 
 
 


CUSIP NO. 05566T101
Schedule 13D
Page 15 of 22


           Information in respect of each Reporting Person (as defined below) is given solely by such Reporting Person and no Reporting Person has responsibility for the accuracy or completeness of informa tion supplied by any other Reporting Person.

Item 1.
Security and Issuer

This statement on Schedule 13D (this “Statement”) relates to the common stock, no par value (the “Common Stock”), of BNC Bancorp, a North Carolina corporation (“BNC”). The principal executive offices of BNC are located at 1226 Eastchester Road, High Point, North Carolina 27265.

Item 2.
Identity and Background

(a)    This Statement is being filed on behalf of Aquiline BNC Holdings LLC; Aquiline Financial Services Fund L.P., as member of Aquiline BNC Holdings LLC; Aquiline Financial Services Fund (Offshore) L.P., as member of Aquiline BNC Holdings LLC; Aquiline Capital Partners GP (Offshore) Ltd., as general partner of Aquiline Financial Services Fund (Offshore) L.P.; Aquiline Holdings (Offshore) L.P., as member of Aquiline Capital Partners GP (Offshore) Ltd.; Aquiline Holdings GP (Offshore) Ltd. as general partner of Aquiline Holdings (Offshore) L.P.; Aquiline Capital Partners LLC, as investment advisor to Aquiline Financial Services Fund (Offshore) L.P. and as investment advisor to Aquiline Financial Services Fund L.P.; Aquiline Holdings LLC as member of Aquiline Capital Partners LLC; Aquiline Capital Partners GP LLC as gen eral partner of Aquiline Financial Services Fund L.P.; Aquiline Holdings LP as member of Aquiline Holdings LLC; Aquiline Holdings GP Inc., as general partner of Aquiline Holdings LP; Aquiline Holdings II LLC as member of Aquiline Capital Partners GP LLC; and Jeffrey Greenberg as member of Aquiline Holdings II LLC, the controlling stockholder of Aquiline Holdings GP Inc., the controlling stockholder of Aquiline Holdings GP (Offshore) Ltd. and a limited partner of Aquiline Holdings LP (each of the foregoing, a “Reporting Person,” and collectively, the “Reporting Persons”).

The agreement among the Reporting Persons to file this Statement jointly in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is attached hereto as Exhibit 99.1.

(b)    The address of the principal business of the Reporting Persons is c/o Aquiline Capital Partners LLC, 535 Madison Avenue, 24th Floor, New York, New York 10022.

(c)    The principal business of Aquiline BNC Holdings LLC is that of making investments. The principal business of the other Reporting Persons are to serve in the positions referred to in Item 2(a), above.

(d)    During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)    During the last five years, none of the Reporting Persons have been a party to a civil proceeding or a judicial or administrative body of competent jurisdiction and as result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)    Aquiline BNC Holdings LLC, Aquiline Financial Services Fund L.P.; Aquiline Holdings LLC; Aquiline Capital Partners GP LLC; Aquiline Capital Partners LLC; Aquiline Holdings LP; Aquiline Holdings GP Inc.; and Aquiline Holdings II LLC are each organized under the laws of Delaware.

Aquiline Financial Services Fund (Offshore) L.P.; Aquiline Capital Partners GP (Offshore) Ltd.; Aquiline Holdings (Offshore) L.P.; and Aquiline Holdings GP (Offshore) Ltd. are each organized under the laws of the Cayman Islands.

Mr. Greenberg is a citizen of the United States of America.
 
Pursuant to General Instruction C to Schedule 13D, information concerning the executive officers, directors, and each person controlling the corporate Reporting Persons, as applicable, other than as set forth in Item 2(a) above (collectively, the “Listed Persons”), required by Item 2 of this Schedule 13D is provided on Schedule 1 and is incorporated by reference herein. To the Reporting Persons’ knowledge, none of the Listed Persons have been, during the last five years, (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activitie s subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.
Source and Amount of Funds or Other Consideration

As more fully described in Item 4 below, on June 14, 2010, Aquiline BNC Holdings LLC and BNC entered into an Investment Agreement (the “Investment Agreement”).  Pursuant to the Investment Agreement and immediately following the execution thereof, Aquiline BNC Holdings LLC purchased 892,799 shares of common stock, no par value (the “Common Stock”) and 1,804,566 shares of Series B Mandatorily Convertible Non-Voting Preferred Stock (“Series B Preferred Stock”) (together, the “Securities”) for an aggregate purchase price of $26,973,650 in cash.  The funds used by Aquiline BNC Holdings LLC were obtained from working capital.


 
 
 


CUSIP NO. 05566T101
Schedule 13D
Page 16 of 21


Item 4.
Purpose of the Transaction

The Reporting Persons have acquired beneficial ownership of the shares of Common Stock as described in this Schedule 13D for investment purposes.

Except as set forth below, as of the date of this Schedule 13D, none of the Reporting Persons has any present plans or proposals which would result in or relate to any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

The Investment

On June 14, 2010, Aquiline BNC Holdings LLC entered into the Investment Agreement with BNC, pursuant to which Aquiline BNC Holdings LLC agreed, subject to the terms and conditions of the Investment Agreement, to invest $26,973,650 in BNC (the “Investment”)  through a direct purchase of consisting of: (i) 892,799 shares of Common Stock, no par value and (ii) 1,804,566 shares of Series B Preferred Stock convertible under the circumstances described below into an aggregate of 1,804,566 shares of Common Stock.  The Investment is generally subject to the requirement that Aquiline BNC Holdings LLC and its affiliates not own more than 10% of any class of voting securities of BNC as calculated under applicable regulations of the Board of Governors of the Federal Rese rve System (the “Ownership Limit”).

The following is a description of the material terms of the Investment Agreement and the Securities:

Board Representation.  Also pursuant to the Investment Agreement, on June 15, 2010, BNC appointed R. Mark Graf as director on both the Board of Directors of BNC (the “Board”) and the board of directors of Bank of North Carolina, subject to all legal and governance requirements regarding service and election or appointment, to serve for so long as Aquiline BNC Holdings LLC and its affiliates own at least 5% or more of all the outstanding shares of Common Stock (counting for such purposes all shares issuable upon conversion of the shares of Series B Preferred Stock held by Aquiline BNC Holdings LLC and its affiliates) (a “Qualifying Ownership Interest”).  The Board will appoint Mr. Graf to any two of the Corporation’s Board of Directors’ committees and to any two of the Bank of North Carolina’s board of directors’ committees that he so designates from time to time, subject to all legal and governance requirements regarding service and election or appointment.  BNC is required to recommend to its stockholders the election of  Mr. Graf or his designee to the Board and the board of directors of Bank of North Carolina at BNC’s annual meeting, subject to satisfaction of all legal and governance requirements, for as long as Aquiline BNC Holdings LLC holds a Qualifying Ownership Interest.  In addition, Aquiline BNC Holdings LLC has the right to designate a nonvoting observer to attend meetings of the Board or the board of directors of Bank of North Carolina, as they case may be (including any meetings of committees thereof currently designated by the board representative.

Series B Preferred Stock.  The rights, preferences and privileges of the Series B Preferred Stock are set forth in the Articles of Amendment filed with the Secretary of State of North Carolina.  The non-voting Series B Preferred Stock is mandatorily convertible into Common Stock but only if sold by Aquiline BNC Holdings LLC to unaffiliated third parties in a widely dispersed offering.  Holders of the Series B Preferred Stock receive such dividends and other distributions as declared and paid by BNC to all holders of Common Stock.  The Series B Preferred Stock, which is not redeemable and will never be convertible in the hands of Aquiline BNC Holdings LLC or its affiliates, is convertible into an aggregate of 1,804,566 shares of Common Stock, subject to customary anti-dilution adjustments.

The foregoing summary of the Investment Agreement and the terms contained in the Articles of Amendment designating the Series B Preferred Stock is not intended to be complete and is qualified in its entirety by reference to the full text of the Investment Agreement and the Articles of Amendment of the Series B Preferred Stock attached hereto as Exhibits 99.2 and 99.3 respectively, and incorporated herein by reference.

Additional Disclosure

Except as set forth herein, none of the Reporting Persons have any plans or proposals which relate to or would result in any transaction, event or action enumerated in paragraphs (a) through (j) of Item 4 of the Schedule 13D.

Item 5.
Interest in Securities of the Issuer

(a)    As of June 14, 2010, Aquiline BNC Holdings LLC beneficially owns 892,799 shares of Common Stock, representing approximately 9.9% of the outstanding shares of Common Stock, which includes 7,341,901 shares outstanding as of June 14, 2010 and 802,635 shares of Common Stock issued to third parties unaffiliated with Aquiline BNC Holdings LLC on June 14, 2010.  Due to their respective relationships with Aquiline BNC Holdings LLC and each other, each of the other Reporting Persons may be deemed to share voting and disposition power with respect to the 892,799 shares of Common Stock reported herein.


 
 
 


CUSIP NO. 05566T101
Schedule 13D
Page 17 of 22


(b)    Aquiline BNC Holdings LLC maintains sole voting and disposition power with respect to the 892,799 shares of Common Stock reported herein.  Due to their respective relationships with Aquiline BNC Holdings LLC and each other, each of the Reporting Persons other than Aquiline BNC Holdings LLC may be deemed to share voting and disposition power with respect to the 892,799 shares of Common Stock reported herein.

(c)    On June 14, 2010, Aquiline BNC Holdings LLC also acquired 1,804,566 shares of Series B Preferred Stock, which is convertible into 1,804,566 shares of Common Stock of BNC (subject to certain anti-dilution adjustments) for an aggregate purchase price of $18,045,660.  The Reporting Persons do not have the right to acquire beneficial ownership of additional shares of Common Stock within sixty days by virtue of Aquiline BNC Holdings LLC’s ownership of the Series B Preferred Stock.

(d)    The investors in Aquiline Financial Services Fund L.P. and Aquiline Financial Services Fund (Offshore) L.P. (the “Funds”) have the right to participate in the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock held by the Funds in accordance with their ownership interests in the Funds.

(e)    Not applicable.

Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The responses set forth in Item 4 hereof are incorporated by reference in their entirety.

In connection with the Investment, the Reporting Persons made certain passivity commitments (the “Passivity Commitments”) to the Board of Governors of the Federal Reserve System to ensure that the Reporting Persons will not, among other things, exercise or attempt to exercise a controlling influence over the management or policies of BNC or any of its subsidiaries.  The Passivity Commitments are attached hereto as Exhibit 99.4 and incorporated herein by reference.

Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting Persons entered into an agreement on June 24, 2010, with respect to the joint filing of this Statement and any amendment or amendments hereto (the “Joint Filing Agreement”). The Joint Filing Agreement is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Except as referenced above or as described in Item 4 hereof, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 or between such persons and any other person with respect to any securities of BNC.


Item 7.
Material To Be Filed as Exhibits

Exhibit 99.1
  
Joint Filing Agreement, dated as of June 24, 2010, by and among Aquiline BNC Holdings LLC; Aquiline Financial Services Fund L.P.; Aquiline Financial Services Fund (Offshore) L.P.; Aquiline Capital Partners GP (Offshore) Ltd.; Aquiline Holdings (Offshore) L.P.; Aquiline Holdings GP (Offshore) Ltd.; Aquiline Capital Partners LLC; Aquiline Holdings LLC; Aquiline Capital Partners GP LLC; Aquiline Holdings LP; Aquiline Holdings GP Inc.; Aquiline Holdings II LLC; and Jeffrey Greenberg
     
Exhibit 99.2
 
Investment Agreement, dated as of June 14, 2010, by and between Aquiline BNC Bancorp Holdings LLC and BNC Bancorp (incorporated by reference to Exhibit 10.1 to BNC’s Current Report on Form 8-K, filed on June 18, 2010)
     
Exhibit 99.3
 
Articles of Amendment of Mandatorily Convertible Non-Voting Preferred Stock, Series B, of BNC Bancorp (incorporated by reference to Exhibit 3.1 to BNC’s Current Report on Form 8-K, filed on June 18, 2010)
     
Exhibit 99.4
 
Passivity Commitments, provided by Aquiline BNC Holdings LLC; Aquiline Financial Services Fund L.P.; Aquiline Financial Services Fund (Offshore) L.P.; Aquiline Capital Partners GP (Offshore) Ltd.; Aquiline Holdings (Offshore) L.P.; Aquiline Holdings GP (Offshore) Ltd.; Aquiline Capital Partners LLC; Aquiline Holdings LLC; Aquiline Capital Partners GP LLC; Aquiline Holdings LP; Aquiline Holdings GP Inc.; Aquiline Holdings II LLC; and Jeffrey Greenberg to the Board of Governors of the Federal Reserve System


 
 
 


CUSIP NO. 05566T101
Schedule 13D
Page 18 of 22


SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: June 24, 2010


 
Aquiline BNC Holdings LLC
       
       
 
By:
  /s/ Jeffrey Greenberg 
   
Name:
Jeffrey Greenberg
   
Title:
Authorized Signatory


 
Jeffrey Greenberg
       
       
   /s/ Jeffrey Greenberg
 
Jeffrey Greenbreg


 
Aquiline Holdings II LLC
       
       
 
By:
  /s/ Jeffrey Greenberg
   
Name:
Jeffrey Greenberg
   
Title:
Authorized Signatory


 
Aquiline Capital Partners GP LLC
       
       
 
By:
  /s/ Jeffrey Greenberg
   
Name:
Jeffrey Greenberg
   
Title:
Authorized Signatory


 
Aquiline Financial Services Fund L.P.
       
 
By:
Aquiline Capital Partners GP LLC, general
partner of Aquiline Financial Services Fund
L.P.
       
       
 
By:
  /s/ Jeffrey Greenberg
   
Name:
Jeffrey Greenberg
   
Title:
Authorized Signatory


 
Aquiline Holdings GP (Offshore) Ltd.
       
       
 
By:
  /s/ Jeffrey Greenberg
   
Name:
Jeffrey Greenberg
   
Title:
Authorized Signatory


 
 
 


CUSIP NO. 05566T101
Schedule 13D
Page 19 of 22


 
Aquiline Holdings (Offshore) L.P.
       
 
By:
Aquiline Holdings GP (Offshore) Ltd., general partner
of Aquiline Holdings (Offshore) L.P.
       
       
 
By:
  /s/ Jeffrey Greenberg
   
Name:
Jeffrey Greenberg
   
Title:
Authorized Signatory


 
Aquiline Capital Partners GP (Offshore) Ltd.
       
       
 
By:
  /s/ Jeffrey Greenberg
   
Name:
Jeffrey Greenberg
   
Title:
Authorized Signatory


 
Aquiline Financial Services Fund (Offshore) L.P.
       
 
By:
Aquiline Capital Partners GP (Offshore) Ltd.,
general partner of Aquiline Financial
Services Fund (Offshore) L.P.
       
       
 
By:
  /s/ Jeffrey Greenberg
   
Name:
Jeffrey Greenberg
   
Title:
Authorized Signatory


 
Aquiline Holdings GP Inc.
       
       
 
By:
  /s/ Jeffrey Greenberg
   
Name:
Jeffrey Greenberg
   
Title:
Authorized Signatory


 
Aquiline Holdings LP
       
 
By:
Aquiline Holdings GP Inc., general partner
of Aquiline Holdings LP
       
       
 
By:
  /s/ Jeffrey Greenberg
   
Name:
Jeffrey Greenberg
   
Title:
Authorized Signatory


 
Aquiline Holdings LLC
       
       
 
By:
  /s/ Jeffrey Greenberg
   
Name:
Jeffrey Greenberg
   
Title:
Authorized Signatory



 
 
 


CUSIP NO. 05566T101
Schedule 13D
Page 20 of 22


 
Aquiline Capital Partners LLC
       
       
 
By:
  /s/ Jeffrey Greenberg
   
Name:
Jeffrey Greenberg
   
Title:
Authorized Signatory



 
 
 

CUSIP NO. 05566T101
Schedule 13D
Page 21 of 22

Schedule 1
 
Listed Persons
 
Jeffrey Greenberg
Director of Aquiline Holdings GP (Offshore) Ltd.; director of Aquiline Capital Partners GP (Offshore) Ltd., director of Aquiline Holdings GP Inc. and president of Aquiline Holdings GP Inc.
The information regarding Mr. Greenberg set forth in Items 2 through 6, inclusive, of this Schedule 13D is incorporated herein by reference.
 
Matthew Grayson
Director of Aquiline Capital Partners GP (Offshore) Ltd.
Address: c/o Aquiline Capital Partners LLC, 535 Madison Avenue, 24th Floor, New York NY 10022
Principal Occupation:  principal of Aquiline Capital Partners LLC
Citizenship: United States of America
Interest in Common Stock of BNC:  None
 
Geoffrey Kalish
Director of Aquiline Capital Partners GP (Offshore) Ltd.
Address: c/o Aquiline Capital Partners LLC, 535 Madison Avenue, 24th Floor, New York NY 10022
Principal Occupation:  principal of Aquiline Capital Partners LLC
Citizenship: United States of America
Interest in Common Stock of BNC:  None
 
Christopher Watson
Director of Aquiline Capital Partners GP (Offshore) Ltd.
Address: c/o Aquiline Capital Partners LLC, 535 Madison Avenue, 24th Floor, New York NY 10022
Principal Occupation:  principal of Aquiline Capital Partners LLC
Citizenship: United States of America
Interest in Common Stock of BNC:  None
 
Sandra Wijnberg
Director of Aquiline Capital Partners GP (Offshore) Ltd. and treasurer of Aquiline Holdings GP Inc.
Address: c/o Aquiline Capital Partners LLC, 535 Madison Avenue, 24th Floor, New York NY 10022
Principal Occupation:  principal of Aquiline Capital Partners LLC
Citizenship: United States of America
Interest in Common Stock of BNC:  None
 
Ezra Berger
Secretary of Aquiline Holdings GP Inc.
Address: c/o Aquiline Capital Partners LLC, 535 Madison Avenue, 24th Floor, New York NY 10022
Principal Occupation: Chief Financial Officer and Chief Operating Officer of Aquiline Holdings LLC
Citizenship: United States of America
Interest in Common Stock of BNC:  None

 
 
 
 
CUSIP NO. 05566T101
Schedule 13D
Page 22 of 22


INDEX OF EXHIBITS

Exhibit 99.1
  
Joint Filing Agreement, dated as of June 24, 2010, by and among Aquiline BNC Holdings LLC; Aquiline Financial Services Fund L.P.; Aquiline Financial Services Fund (Offshore) L.P.; Aquiline Capital Partners GP (Offshore) Ltd.; Aquiline Holdings (Offshore) L.P.; Aquiline Holdings GP (Offshore) Ltd.; Aquiline Capital Partners LLC; Aquiline Holdings LLC; Aquiline Capital Partners GP LLC; Aquiline Holdings LP; Aquiline Holdings GP Inc.; Aquiline Holdings II LLC; and Jeffrey Greenberg
     
Exhibit 99.2
 
Investment Agreement, dated as of June 14, 2010, by and between Aquiline BNC Bancorp Holdings LLC and BNC Bancorp (incorporated by reference to Exhibit 10.1 to BNC’s Current Report on Form 8-K, filed on June 18, 2010)
     
Exhibit 99.3
 
Articles of Amendment of Mandatorily Convertible Non-Voting Preferred Stock, Series B, of BNC Bancorp (incorporated by reference to Exhibit 3.1 to BNC’s Current Report on Form 8-K, filed on June 18, 2010)
     
Exhibit 99.4
 
Passivity Commitments, provided by Aquiline BNC Holdings LLC; Aquiline Financial Services Fund L.P.; Aquiline Financial Services Fund (Offshore) L.P.; Aquiline Capital Partners GP (Offshore) Ltd.; Aquiline Holdings (Offshore) L.P.; Aquiline Holdings GP (Offshore) Ltd.; Aquiline Capital Partners LLC; Aquiline Holdings LLC; Aquiline Capital Partners GP LLC; Aquiline Holdings LP; Aquiline Holdings GP Inc.; Aquiline Holdings II LLC; and Jeffrey Greenberg to the Board of Governors of the Federal Reserve System

EX-99.1 2 ex_1.htm JOINT FILING AGREEMENT ex_1.htm

CUSIP NO. 05566T101
Schedule 13D
  

EXHIBIT 99.1

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of this Statement on Schedule 13D including any amendments thereto.  This Joint Filing Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

Date: June 24, 2010

 
Aquiline BNC Holdings LLC
       
       
 
By:
  /s/ Jeffrey Greenberg 
   
Name:
Jeffrey Greenberg
   
Title:
Authorized Signatory


 
Jeffrey Greenberg
       
       
   /s/ Jeffrey Greenberg 
 
Jeffrey Greenbreg


 
Aquiline Holdings II LLC
       
       
 
By:
  /s/ Jeffrey Greenberg 
   
Name:
Jeffrey Greenberg
   
Title:
Authorized Signatory


 
Aquiline Capital Partners GP LLC
       
       
 
By:
   /s/ Jeffrey Greenberg
   
Name:
Jeffrey Greenberg
   
Title:
Authorized Signatory


 
Aquiline Financial Services Fund L.P.
       
 
By:
Aquiline Capital Partners GP LLC, general
partner of Aquiline Financial Services Fund
L.P.
       
       
 
By:
  /s/ Jeffrey Greenberg 
   
Name:
Jeffrey Greenberg
   
Title:
Authorized Signatory



 
 
 


CUSIP NO. 05566T101
Schedule 13D
  


 
Aquiline Holdings GP (Offshore) Ltd.
       
       
 
By:
  /s/ Jeffrey Greenberg 
   
Name:
Jeffrey Greenberg
   
Title:
Authorized Signatory


 
Aquiline Holdings (Offshore) L.P.
       
 
By:
Aquiline Holdings GP (Offshore) Ltd., general partner
of Aquiline Holdings (Offshore) L.P.
       
       
 
By:
  /s/ Jeffrey Greenberg 
   
Name:
Jeffrey Greenberg
   
Title:
Authorized Signatory


 
Aquiline Capital Partners GP (Offshore) Ltd.
       
       
 
By:
  /s/ Jeffrey Greenberg 
   
Name:
Jeffrey Greenberg
   
Title:
Authorized Signatory


 
Aquiline Financial Services Fund (Offshore) L.P.
       
 
By:
Aquiline Capital Partners GP (Offshore) Ltd.,
general partner of Aquiline Financial
Services Fund (Offshore) L.P.
       
       
 
By:
  /s/ Jeffrey Greenberg 
   
Name:
Jeffrey Greenberg
   
Title:
Authorized Signatory


 
Aquiline Holdings GP Inc.
       
       
 
By:
  /s/ Jeffrey Greenberg 
   
Name:
Jeffrey Greenberg
   
Title:
Authorized Signatory


 
Aquiline Holdings LP
       
 
By:
Aquiline Holdings GP Inc., general partner
of Aquiline Holdings LP
       
       
 
By:
  /s/ Jeffrey Greenberg 
   
Name:
Jeffrey Greenberg
   
Title:
Authorized Signatory



 
 
 


CUSIP NO. 05566T101
Schedule 13D
  


 
Aquiline Holdings LLC
       
       
 
By:
  /s/ Jeffrey Greenberg 
   
Name:
Jeffrey Greenberg
   
Title:
Authorized Signatory


 
Aquiline Capital Partners LLC
       
       
 
By:
  /s/ Jeffrey Greenberg 
   
Name:
Jeffrey Greenberg
   
Title:
Authorized Signatory

EX-99.4 3 ex_4.htm PASSIVITY COMMITMENTS ex_4.htm
Exhibit 99.4

Jeffrey Greenberg, Aquiline Holdings II LLC, Aquiline Capital Partners GP LLC, Aquiline Financial Services Fund L.P., Aquiline Holdings GP (Offshore) Ltd., Aquiline Holdings (Offshore) L.P., Aquiline Capital Partners GP (Offshore) Ltd., Aquiline Financial Services Fund (Offshore) L.P., Aquiline Holdings GP Inc., Aquiline Holdings LP, Aquiline Holdings LLC, Aquiline Capital Partners LLC and Aquiline BNC Holdings LLC, (each, an “Aquiline Acquirer”), and their subsidiaries and affiliates (collectively, “Aquiline Acquirer Group”), will not, without the prior approval of the Board or its staff, directly or indirectly:


1.
Exercise or attempt to exercise a controlling influence over the management or policies of BNC Bancorp (“Target”), High Point, North Carolina, or any of its subsidiaries;

2.
Have or seek to have more than one representative of Aquiline Acquirer Group serve on the board of directors of Target or any of its subsidiaries;

3.
Permit any representative of the Aquiline Acquirer Group who serves on the board of directors of Target or any of its subsidiaries to serve (i) as the chairman of the board of directors of Target or any of its subsidiaries, (ii) as the chairman of any committee of the board of directors of Target or any of its subsidiaries, or (iii) serve as a member of any committee of the board of directors of Target or any of its subsidiaries if the Aquiline Acquirer Group representative occupies more than 25 percent of the seats on the committee;

4.
Have or seek to have any employee or representative of the Aquiline Acquirer Group serve as an officer, agent, or employee of Target or any of its subsidiaries;

5.
Take any action that would cause Target or any of its subsidiaries to become a subsidiary Aquiline Acquirer Group;

6.
Own, control, or hold with power to vote securities that (when aggregated with securities that the officers and directors of the Aquiline Acquirer Group own, control, or hold with power to vote) represent 25 percent or more of any class of voting securities of Target or any of its subsidiaries;

7.
Own or control equity interests that would result in the combined voting and nonvoting equity interests of the Aquiline Acquirer Group and its officers and


 
 
 


2

directors to equal or exceed 25 percent of the total equity capital of Target or any of its subsidiaries, except that, if the Aquiline Acquirer Group and its officers and directors own, hold, or have the power to vote less than 15 percent of the outstanding shares of any classes of voting securities of Target, Aquiline Acquirer Group and its officers and directors may own or control equity interests greater than 25 percent, but in no case more than 33.3 percent, of the total equity capital of Target or any of its subsidiaries;

8.
Propose a director or slate of directors in opposition to a nominee or slate of nominees proposed by the management or board of directors of Target or any of its subsidiaries;

9.
Enter into any agreement with Target or any of its subsidiaries that substantially limits the discretion of Target’s management over major policies and decisions, including, but not limited to, policies or decisions about employing and compensating executive officers; engaging in new business lines; raising additional debt or equity capital; merging or consolidating with another firm; or acquiring, selling, leasing, transferring, or disposing of material assets, subsidiaries, or other entities;

10.
Solicit or participate in soliciting proxies with respect to any matter presented to the shareholders of Target or any of its subsidiaries;

11.
Dispose or threaten to dispose (explicitly or implicitly) of equity interests of Target or any of its subsidiaries in any manner as a condition or inducement of specific action or non-action by Target or any of its subsidiaries; or

12.
Enter into any other banking or nonbanking transactions with Target or any of its subsidiaries, except that the Aquiline Acquirer Group may establish and maintain deposit accounts with Target, provided that the aggregate balance of all such deposit accounts does not exceed $500,000 and that the accounts are maintained on substantially the same terms as those prevailing for comparable accounts of persons unaffiliated with Target.

Each Aquiline Acquirer also certifies that:

13.
Aquiline Acquirer is not an affiliate of any other investor (excluding other Aquiline Acquirers) in the proposed transaction (individually, each an “Investor,” and, collectively, the “Investors”);

14.
Aquiline Acquirer has reached its decision to invest in Target independently from the other Investors;


 
 
 


3

15.
Aquiline Acquirer is not managed or advised by an investment manager or investment advisor who performs the same services for any other Investor  (excluding other Aquiline Acquirers);

16.
Aquiline Acquirer (including any subsidiary or affiliate of a Aquiline Acquirer) has not engaged and will not engage as part of a group consisting of substantially the same entities as the Investors, in substantially the same combination of interests, in any additional banking or nonbanking activities or business ventures in the United States without prior consultation with the Board;

17.
Aquiline Acquirer has not and will not enter any agreements or understandings with any other Investor to act in concert for the purpose of exercising a controlling influence over Target or any of its subsidiaries, including, but not limited to, any agreements or understandings regarding the voting or transfer of shares of Target; and

18.
Any director representing Aquiline Acquirer will not collude or conspire with any other directors or shareholders of Target with respect to the exercise of any director’s voting rights.  Nothing in this commitment shall limit a director’s ability to exercise its legitimate duties/rights as a director of Target, including the ability to consult with other directors and shareholders as appropriate.

The terms used in these commitments have the same meanings as set forth in the Bank Holding Company Act of 1956, as amended (“BHC Act”), and the Board’s Regulation Y.  For purposes of these commitments, “Investor” includes any subsidiary or affiliate of the Investor.

Nothing in these commitments releases the Aquiline Acquirer Group from compliance with the Change in Bank Control Act and the Board’s regulations thereunder for any subsequent acquisition or increase in the percentage ownership of any class of voting shares of Target.

Each Aquiline Acquirer understands that these commitments constitute conditions imposed in writing in connection with the Board’s findings and decisions related to Aquiline Acquirer Group’s acquisition of up to 9.9% percent of voting shares of Target and nonvoting preferred stock that together with the voting shares to be acquired by Aquiline Acquirer Group representing 24.9% of the total equity of Target, including a determination that no filing under the BHC Act is required for this transaction by Aquiline Acquirer Group, and, as such, may be enforced in proceedings under applicable law.


 
 
 


 
Jeffrey Greenberg
       
       
   /s/ Jeffrey Greenberg 
 
Jeffrey Greenbreg


 
Aquiline Holdings II LLC
       
       
 
By:
  /s/ Jeffrey Greenberg 
   
Name:
Jeffrey Greenberg
   
Title:
Authorized Signatory


 
Aquiline Capital Partners GP LLC
       
       
 
By:
  /s/ Jeffrey Greenberg 
   
Name:
Jeffrey Greenberg
   
Title:
Authorized Signatory


 
Aquiline Financial Services Fund L.P.
       
 
By:
Aquiline Capital Partners GP LLC, general
partner of Aquiline Financial Services Fund
L.P.
       
       
 
By:
  /s/ Jeffrey Greenberg 
   
Name:
Jeffrey Greenberg
   
Title:
Authorized Signatory


 
Aquiline Holdings GP (Offshore) Ltd.
       
       
 
By:
  /s/ Jeffrey Greenberg 
   
Name:
Jeffrey Greenberg
   
Title:
Authorized Signatory


 
 
 


 
Aquiline Holdings (Offshore) L.P.
       
 
By:
Aquiline Holdings GP (Offshore) Ltd., general partner of Aquiline Holdings
(Offshore) L.P.
       
       
 
By:
  /s/ Jeffrey Greenberg 
   
Name:
Jeffrey Greenberg
   
Title:
Authorized Signatory


 
Aquiline Capital Partners GP (Offshore) Ltd.
       
       
 
By:
  /s/ Jeffrey Greenberg 
   
Name:
Jeffrey Greenberg
   
Title:
Authorized Signatory


 
Aquiline Financial Services Fund (Offshore) L.P.
       
 
By:
Aquiline Capital Partners GP (Offshore) Ltd.,
general partner of Aquiline Financial
Services Fund (Offshore) L.P.
       
       
 
By:
  /s/ Jeffrey Greenberg 
   
Name:
Jeffrey Greenberg
   
Title:
Authorized Signatory


 
Aquiline Holdings GP Inc.
       
       
 
By:
  /s/ Jeffrey Greenberg 
   
Name:
Jeffrey Greenberg
   
Title:
Authorized Signatory


 
 
 


 
Aquiline Holdings LP
       
 
By:
Aquiline Holdings GP Inc., general partner
of Aquiline Holdings LP
       
       
 
By:
  /s/ Jeffrey Greenberg 
   
Name:
Jeffrey Greenberg
   
Title:
Authorized Signatory


 
Aquiline Holdings LLC
       
       
 
By:
  /s/ Jeffrey Greenberg 
   
Name:
Jeffrey Greenberg
   
Title:
Authorized Signatory


 
Aquiline Capital Partners LLC
       
       
 
By:
  /s/ Jeffrey Greenberg 
   
Name:
Jeffrey Greenberg
   
Title:
Authorized Signatory


 
Aquiline BNC Holdings LLC
       
       
 
By:
  /s/ Jeffrey Greenberg 
   
Name:
Jeffrey Greenberg
   
Title:
Authorized Signatory

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