0000891836-13-000029.txt : 20130208 0000891836-13-000029.hdr.sgml : 20130208 20130208153728 ACCESSION NUMBER: 0000891836-13-000029 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130208 DATE AS OF CHANGE: 20130208 GROUP MEMBERS: AQUILINE BNC HOLDINGS LLC 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80700 FILM NUMBER: 13586630 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/A 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/A 1 sc0029.htm AMENDMENT NO. 7 sc0029.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
 
(Amendment No. 7)

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

February 7, 2013
(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 19 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/A

1
NAME OF REPORTING PERSONS
  
 
Aquiline BNC Holdings LLC
  
             
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
   
(b) ¨
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)
¨
     
6
CITIZENSHIP OR PLACE OF ORGANIZATION
  
 
Delaware
  
             
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
7
SOLE VOTING POWER
  
 
1,507,054 (1)
  
     
8
SHARED VOTING POWER
  
 
0
  
     
9
SOLE DISPOSITIVE POWER
  
 
1,507,054 (1)
  
     
10
SHARED DISPOSITIVE POWER
  
 
0
  
             
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
 
1,507,054 (1)
  
             
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
   
         
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
 
7.4%(2)
  
             
14
TYPE OF REPORTING PERSON
  
 
OO
  
             
_______________
 
(1)
Aquiline BNC Holdings LLC also directly owns (a) 12,790 shares of Series A Fixed Rate Cumulative Perpetual Preferred Stock and (b) 4,820,843 shares of Non-Voting Common Stock, which is convertible into 4,820,843 shares of Voting Common Stock only by unaffiliated third parties.  Since Aquiline BNC Holdings LLC does not have the right to acquire such Voting Common Stock and will have no voting or investment power over such Voting Common Stock, those underlying shares of Voting Common Stock are not included in the amount reported herein.
 
(2)
Calculation based on approximately 20,462,353 shares of Voting Common Stock outstanding as of December 31, 2012, based on BNC Bancorp’s earnings release filed on Form 8-K on January 30, 2013, which stated that there were approximately  24,500,000 shares of Common Stock outstanding as of December 31, 2012.  The Common Stock of BNC Bancorp as of December 31, 2012 consisted of 4,187,647 shares of Non-Voting Common Stock and approximately 20,462,353 shares of Voting Common Stock.
 
 
 
 
 
CUSIP NO. 05566T101                   Schedule 13D/A
 
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) ¨
   
(b) ¨
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)
¨
     
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
  
 
1,507,054 (2)
  
     
9
SOLE DISPOSITIVE POWER
  
 
0
  
     
10
SHARED DISPOSITIVE POWER
  
 
1,507,054 (2)
  
             
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
 
1,507,054 (2)
  
             
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
   
         
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
 
7.4%(3)
  
             
14
TYPE OF REPORTING PERSON
  
 
PN
  
             
_______________
 
(1)
Aquiline Financial Services Fund (Offshore) L.P. is a member of Aquiline BNC Holdings LLC.
 
(2)
Aquiline BNC Holdings LLC also directly owns (a) 12,790 shares of Series A Fixed Rate Cumulative Perpetual Preferred Stock and (b) 4,820,843 shares of Non-Voting Common Stock, which is convertible into 4,820,843 shares of Voting Common Stock only by unaffiliated third parties.  Since Aquiline BNC Holdings LLC does not have the right to acquire such Voting Common Stock and will have no voting or investment power over such Voting Common Stock, those underlying shares of Voting Common Stock are not included in the amount reported herein.
 
(3)
Calculation based on approximately 20,462,353 shares of Voting Common Stock outstanding as of December 31, 2012, based on BNC Bancorp’s earnings release filed on Form 8-K on January 30, 2013, which stated that there were approximately  24,500,000 shares of Common Stock outstanding as of December 31, 2012.  The Common Stock of BNC Bancorp as of December 31, 2012 consisted of 4,187,647 shares of Non-Voting Common Stock and approximately 20,462,353 shares of Voting Common Stock.
 
 
 
 
 
CUSIP NO. 05566T101                   Schedule 13D/A
 
1
NAME OF REPORTING PERSONS
  
 
Aquiline Capital Partners GP (Offshore) Ltd.(1)
  
             
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
   
(b) ¨
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)
¨
     
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
  
 
1,507,054 (2)
  
     
9
SOLE DISPOSITIVE POWER
  
 
0
  
     
10
SHARED DISPOSITIVE POWER
  
 
1,507,054 (2)
  
             
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
 
1,507,054 (2)
  
             
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
     
         
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
 
7.4%(3)
  
             
14
TYPE OF REPORTING PERSON
  
 
PN
  
             
_______________
 
(1)
Aquiline Capital Partners GP (Offshore) Ltd. is the general partner of Aquiline Financial Services Fund (Offshore) L.P.
 
(2)
Aquiline BNC Holdings LLC also directly owns (a) 12,790 shares of Series A Fixed Rate Cumulative Perpetual Preferred Stock and (b) 4,820,843 shares of Non-Voting Common Stock, which is convertible into 4,820,843 shares of Voting Common Stock only by unaffiliated third parties.  Since Aquiline BNC Holdings LLC does not have the right to acquire such Voting Common Stock and will have no voting or investment power over such Voting Common Stock, those underlying shares of Voting Common Stock are not included in the amount reported herein.
 
(3)
Calculation based on approximately 20,462,353 shares of Voting Common Stock outstanding as of December 31, 2012, based on BNC Bancorp’s earnings release filed on Form 8-K on January 30, 2013, which stated that there were approximately  24,500,000 shares of Common Stock outstanding as of December 31, 2012.  The Common Stock of BNC Bancorp as of December 31, 2012 consisted of 4,187,647 shares of Non-Voting Common Stock and approximately 20,462,353 shares of Voting Common Stock.
 
 
 
 
 
CUSIP NO. 05566T101                   Schedule 13D/A
 
1
NAME OF REPORTING PERSONS
  
 
Aquiline Holdings (Offshore) L.P.(1)
  
             
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
   
(b) ¨
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)
¨
     
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
  
 
1,507,054 (2)
  
     
9
SOLE DISPOSITIVE POWER
  
 
0
  
     
10
SHARED DISPOSITIVE POWER
  
 
1,507,054 (2)
  
             
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
 
1,507,054 (2)
  
             
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
   
         
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
 
7.4%(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)
Aquiline BNC Holdings LLC also directly owns (a) 12,790 shares of Series A Fixed Rate Cumulative Perpetual Preferred Stock and (b) 4,820,843 shares of Non-Voting Common Stock, which is convertible into 4,820,843 shares of Voting Common Stock only by unaffiliated third parties.  Since Aquiline BNC Holdings LLC does not have the right to acquire such Voting Common Stock and will have no voting or investment power over such Voting Common Stock, those underlying shares of Voting Common Stock are not included in the amount reported herein.
 
(3)
Calculation based on approximately 20,462,353 shares of Voting Common Stock outstanding as of December 31, 2012, based on BNC Bancorp’s earnings release filed on Form 8-K on January 30, 2013, which stated that there were approximately  24,500,000 shares of Common Stock outstanding as of December 31, 2012.  The Common Stock of BNC Bancorp as of December 31, 2012 consisted of 4,187,647 shares of Non-Voting Common Stock and approximately 20,462,353 shares of Voting Common Stock.
 
 
 
 
 
CUSIP NO. 05566T101                   Schedule 13D/A
 
1
NAME OF REPORTING PERSONS
  
 
Aquiline Holdings GP (Offshore) Ltd.(1)
  
             
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
   
(b) ¨
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)
¨
     
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
  
 
1,507,054 (2)
  
     
9
SOLE DISPOSITIVE POWER
  
 
0
  
     
10
SHARED DISPOSITIVE POWER
  
 
1,507,054 (2)
  
             
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
 
1,507,054 (2)
  
             
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
   
         
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
 
7.4%(3)
  
             
14
TYPE OF REPORTING PERSON
  
 
PN
  
             
_______________
 
(1)
Aquiline Holdings GP (Offshore) Ltd. is the general partner of Aquiline Holdings (Offshore) L.P.
 
(2)
Aquiline BNC Holdings LLC also directly owns (a) 12,790 shares of Series A Fixed Rate Cumulative Perpetual Preferred Stock and (b) 4,820,843 shares of Non-Voting Common Stock, which is convertible into 4,820,843 shares of Voting Common Stock only by unaffiliated third parties.  Since Aquiline BNC Holdings LLC does not have the right to acquire such Voting Common Stock and will have no voting or investment power over such Voting Common Stock, those underlying shares of Voting Common Stock are not included in the amount reported herein.
 
(3)
Calculation based on approximately 20,462,353 shares of Voting Common Stock outstanding as of December 31, 2012, based on BNC Bancorp’s earnings release filed on Form 8-K on January 30, 2013, which stated that there were approximately  24,500,000 shares of Common Stock outstanding as of December 31, 2012.  The Common Stock of BNC Bancorp as of December 31, 2012 consisted of 4,187,647 shares of Non-Voting Common Stock and approximately 20,462,353 shares of Voting Common Stock.
 
 
 
 
 
CUSIP NO. 05566T101                   Schedule 13D/A
 
1
NAME OF REPORTING PERSONS
  
 
Aquiline Capital Partners LLC (1)
  
             
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
   
(b) ¨
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)
¨
     
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
  
 
1,507,054 (2)
  
     
9
SOLE DISPOSITIVE POWER
  
 
0
  
     
10
SHARED DISPOSITIVE POWER
  
 
1,507,054 (2)
  
             
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
 
1,507,054 (2)
  
             
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
   
         
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
 
7.4%(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)
Aquiline BNC Holdings LLC also directly owns (a) 12,790 shares of Series A Fixed Rate Cumulative Perpetual Preferred Stock and (b) 4,820,843 shares of Non-Voting Common Stock, which is convertible into 4,820,843 shares of Voting Common Stock only by unaffiliated third parties.  Since Aquiline BNC Holdings LLC does not have the right to acquire such Voting Common Stock and will have no voting or investment power over such Voting Common Stock, those underlying shares of Voting Common Stock are not included in the amount reported herein.
 
(3)
Calculation based on approximately 20,462,353 shares of Voting Common Stock outstanding as of December 31, 2012, based on BNC Bancorp’s earnings release filed on Form 8-K on January 30, 2013, which stated that there were approximately  24,500,000 shares of Common Stock outstanding as of December 31, 2012.  The Common Stock of BNC Bancorp as of December 31, 2012 consisted of 4,187,647 shares of Non-Voting Common Stock and approximately 20,462,353 shares of Voting Common Stock.
 
 
 
 
 
CUSIP NO. 05566T101                   Schedule 13D/A
 
1
NAME OF REPORTING PERSONS
  
 
Aquiline Holdings LLC (1)
  
             
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
   
(b) ¨
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)
¨
     
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
  
 
1,507,054 (2)
  
     
9
SOLE DISPOSITIVE POWER
  
 
0
  
     
10
SHARED DISPOSITIVE POWER
  
 
1,507,054 (2)
  
             
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
 
1,507,054 (2)
  
             
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
   
         
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
 
7.4%(3)
  
             
14
TYPE OF REPORTING PERSON
  
 
OO
  
             
_______________
 
(1)
Aquiline Holdings LLC is the sole member of Aquiline Capital Partners LLC.
 
(2)
Aquiline BNC Holdings LLC also directly owns (a) 12,790 shares of Series A Fixed Rate Cumulative Perpetual Preferred Stock and (b) 4,820,843 shares of Non-Voting Common Stock, which is convertible into 4,820,843 shares of Voting Common Stock only by unaffiliated third parties.  Since Aquiline BNC Holdings LLC does not have the right to acquire such Voting Common Stock and will have no voting or investment power over such Voting Common Stock, those underlying shares of Voting Common Stock are not included in the amount reported herein.
 
(3)
Calculation based on approximately 20,462,353 shares of Voting Common Stock outstanding as of December 31, 2012, based on BNC Bancorp’s earnings release filed on Form 8-K on January 30, 2013, which stated that there were approximately  24,500,000 shares of Common Stock outstanding as of December 31, 2012.  The Common Stock of BNC Bancorp as of December 31, 2012 consisted of 4,187,647 shares of Non-Voting Common Stock and approximately 20,462,353 shares of Voting Common Stock.
 
 
 
 
 
CUSIP NO. 05566T101                   Schedule 13D/A
 
1
NAME OF REPORTING PERSONS
  
 
Aquiline Holdings LP (1)
  
             
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
   
(b) ¨
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)
¨
     
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
  
 
1,507,054 (2)
  
     
9
SOLE DISPOSITIVE POWER
  
 
0
  
     
10
SHARED DISPOSITIVE POWER
  
 
1,507,054 (2)
  
             
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
 
1,507,054 (2)
  
             
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
   
         
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
 
7.4%(3)
  
             
14
TYPE OF REPORTING PERSON
  
 
PN
  
             
_______________
 
(1)
Aquiline Holdings LP is the sole member of Aquiline Holdings LLC.
 
(2)
Aquiline BNC Holdings LLC also directly owns (a) 12,790 shares of Series A Fixed Rate Cumulative Perpetual Preferred Stock and (b) 4,820,843 shares of Non-Voting Common Stock, which is convertible into 4,820,843 shares of Voting Common Stock only by unaffiliated third parties.  Since Aquiline BNC Holdings LLC does not have the right to acquire such Voting Common Stock and will have no voting or investment power over such Voting Common Stock, those underlying shares of Voting Common Stock are not included in the amount reported herein.
 
(3)
Calculation based on approximately 20,462,353 shares of Voting Common Stock outstanding as of December 31, 2012, based on BNC Bancorp’s earnings release filed on Form 8-K on January 30, 2013, which stated that there were approximately  24,500,000 shares of Common Stock outstanding as of December 31, 2012.  The Common Stock of BNC Bancorp as of December 31, 2012 consisted of 4,187,647 shares of Non-Voting Common Stock and approximately 20,462,353 shares of Voting Common Stock.
 
 
 
 
 
CUSIP NO. 05566T101                   Schedule 13D/A
 
1
NAME OF REPORTING PERSONS
  
 
Aquiline Holdings GP Inc. (1)
  
             
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
   
(b) ¨
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)
¨
     
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
  
 
1,507,054 (2)
  
     
9
SOLE DISPOSITIVE POWER
  
 
0
  
     
10
SHARED DISPOSITIVE POWER
  
 
1,507,054 (2)
  
             
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
 
1,507,054 (2)
  
             
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
   
         
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
 
7.4%(3)
  
             
14
TYPE OF REPORTING PERSON
  
 
CO
  
             
_______________
 
(1)
Aquiline Holdings GP Inc. is the general partner of Aquiline Holdings LP.
 
(2)
Aquiline BNC Holdings LLC also directly owns (a) 12,790 shares of Series A Fixed Rate Cumulative Perpetual Preferred Stock and (b) 4,820,843 shares of Non-Voting Common Stock, which is convertible into 4,820,843 shares of Voting Common Stock only by unaffiliated third parties.  Since Aquiline BNC Holdings LLC does not have the right to acquire such Voting Common Stock and will have no voting or investment power over such Voting Common Stock, those underlying shares of Voting Common Stock are not included in the amount reported herein.
 
(3)
Calculation based on approximately 20,462,353 shares of Voting Common Stock outstanding as of December 31, 2012, based on BNC Bancorp’s earnings release filed on Form 8-K on January 30, 2013, which stated that there were approximately  24,500,000 shares of Common Stock outstanding as of December 31, 2012.  The Common Stock of BNC Bancorp as of December 31, 2012 consisted of 4,187,647 shares of Non-Voting Common Stock and approximately 20,462,353 shares of Voting Common Stock.
 
 
 
 

CUSIP NO. 05566T101                   Schedule 13D/A
 
1
NAME OF REPORTING PERSONS
  
 
Aquiline Financial Services Fund L.P. (1)
  
             
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
   
(b) ¨
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)
¨
     
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
  
 
1,507,054 (2)
  
     
9
SOLE DISPOSITIVE POWER
  
 
0
  
     
10
SHARED DISPOSITIVE POWER
  
 
1,507,054 (2)
  
             
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
 
1,507,054 (2)
  
             
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
   
         
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
 
7.4%(3)
  
             
14
TYPE OF REPORTING PERSON
  
 
PN
  
             
_______________
 
(1)
Aquiline Financial Services Fund L.P. is a member of Aquiline BNC Holdings LLC.
 
(2)
Aquiline BNC Holdings LLC also directly owns (a) 12,790 shares of Series A Fixed Rate Cumulative Perpetual Preferred Stock and (b) 4,820,843 shares of Non-Voting Common Stock, which is convertible into 4,820,843 shares of Voting Common Stock only by unaffiliated third parties.  Since Aquiline BNC Holdings LLC does not have the right to acquire such Voting Common Stock and will have no voting or investment power over such Voting Common Stock, those underlying shares of Voting Common Stock are not included in the amount reported herein.
 
(3)
Calculation based on approximately 20,462,353 shares of Voting Common Stock outstanding as of December 31, 2012, based on BNC Bancorp’s earnings release filed on Form 8-K on January 30, 2013, which stated that there were approximately  24,500,000 shares of Common Stock outstanding as of December 31, 2012.  The Common Stock of BNC Bancorp as of December 31, 2012 consisted of 4,187,647 shares of Non-Voting Common Stock and approximately 20,462,353 shares of Voting Common Stock.
 
 
 
 

CUSIP NO. 05566T101                   Schedule 13D/A
 
1
NAME OF REPORTING PERSONS
  
 
Aquiline Capital Partners GP LLC (1)
  
             
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
   
(b) ¨
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)
¨
     
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
  
 
1,507,054 (2)
  
     
9
SOLE DISPOSITIVE POWER
  
 
0
  
     
10
SHARED DISPOSITIVE POWER
  
 
1,507,054 (2)
  
             
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
 
1,507,054 (2)
  
             
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
   
         
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
 
7.4%(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)
Aquiline BNC Holdings LLC also directly owns (a) 12,790 shares of Series A Fixed Rate Cumulative Perpetual Preferred Stock and (b) 4,820,843 shares of Non-Voting Common Stock, which is convertible into 4,820,843 shares of Voting Common Stock only by unaffiliated third parties.  Since Aquiline BNC Holdings LLC does not have the right to acquire such Voting Common Stock and will have no voting or investment power over such Voting Common Stock, those underlying shares of Voting Common Stock are not included in the amount reported herein.
 
(3)
Calculation based on approximately 20,462,353 shares of Voting Common Stock outstanding as of December 31, 2012, based on BNC Bancorp’s earnings release filed on Form 8-K on January 30, 2013, which stated that there were approximately  24,500,000 shares of Common Stock outstanding as of December 31, 2012.  The Common Stock of BNC Bancorp as of December 31, 2012 consisted of 4,187,647 shares of Non-Voting Common Stock and approximately 20,462,353 shares of Voting Common Stock.
 
 
 
 
 
CUSIP NO. 05566T101                   Schedule 13D/A
 
1
NAME OF REPORTING PERSONS
  
 
Aquiline Holdings II LLC (1)
  
             
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
   
(b) ¨
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)
¨
     
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
  
 
1,507,054 (2)
  
     
9
SOLE DISPOSITIVE POWER
  
 
0
  
     
10
SHARED DISPOSITIVE POWER
  
 
1,507,054 (2)
  
             
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
 
1,507,054 (2)
  
             
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
   
         
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
 
7.4%(3)
  
             
14
TYPE OF REPORTING PERSON
  
 
OO
  
             
_______________
 
(1)
Aquiline Holdings II LLC is the sole member of Aquiline Capital Partners GP LLC.
 
(2)
Aquiline BNC Holdings LLC also directly owns (a) 12,790 shares of Series A Fixed Rate Cumulative Perpetual Preferred Stock and (b) 4,820,843 shares of Non-Voting Common Stock, which is convertible into 4,820,843 shares of Voting Common Stock only by unaffiliated third parties.  Since Aquiline BNC Holdings LLC does not have the right to acquire such Voting Common Stock and will have no voting or investment power over such Voting Common Stock, those underlying shares of Voting Common Stock are not included in the amount reported herein.
 
(3)
Calculation based on approximately 20,462,353 shares of Voting Common Stock outstanding as of December 31, 2012, based on BNC Bancorp’s earnings release filed on Form 8-K on January 30, 2013, which stated that there were approximately  24,500,000 shares of Common Stock outstanding as of December 31, 2012.  The Common Stock of BNC Bancorp as of December 31, 2012 consisted of 4,187,647 shares of Non-Voting Common Stock and approximately 20,462,353 shares of Voting Common Stock.
 
 
 
 
 
CUSIP NO. 05566T101                   Schedule 13D/A
 
1
NAME OF REPORTING PERSONS
  
 
Jeffrey Greenberg (1)
  
             
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
   
(b) ¨
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)
¨
     
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
  
 
1,507,054 (2)
  
     
9
SOLE DISPOSITIVE POWER
  
 
0
  
     
10
SHARED DISPOSITIVE POWER
  
 
1,507,054 (2)
  
             
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
 
1,507,054 (2)
  
             
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
   
         
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
 
7.4%(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. and the controlling stockholder of Aquiline Holdings GP (Offshore) Ltd.
 
(2)
Aquiline BNC Holdings LLC also directly owns (a) 12,790 shares of Series A Fixed Rate Cumulative Perpetual Preferred Stock and (b) 4,820,843 shares of Non-Voting Common Stock, which is convertible into 4,820,843 shares of Voting Common Stock only by unaffiliated third parties.  Since Aquiline BNC Holdings LLC does not have the right to acquire such Voting Common Stock and will have no voting or investment power over such Voting Common Stock, those underlying shares of Voting Common Stock are not included in the amount reported herein.
 
(3)
Calculation based on approximately 20,462,353 shares of Voting Common Stock outstanding as of December 31, 2012, based on BNC Bancorp’s earnings release filed on Form 8-K on January 30, 2013, which stated that there were approximately  24,500,000 shares of Common Stock outstanding as of December 31, 2012.  The Common Stock of BNC Bancorp as of December 31, 2012 consisted of 4,187,647 shares of Non-Voting Common Stock and approximately 20,462,353 shares of Voting Common Stock.
 
 
 
 
 
CUSIP NO. 05566T101                   Schedule 13D/A

This Amendment No. 7 to Schedule 13D  (this “Amendment”) amends and supplements the Statement of Beneficial Ownership on Schedule 13D, filed on June 24, 2010, as amended by the first amendment thereto, filed on April 11, 2011, by the second amendment thereto, filed on April 4, 2012, by the third amendment thereto, filed on June 5, 2012, by the fourth amendment thereto, filed on June 8, 2012, by the fifth amendment thereto, filed on July 20, 2012, and by the sixth amendment thereto, filed on August 27, 2012 (the “Prior Statements”).  Capitalized terms used and not defined in this Amendment shall have the meanings set forth in the Prior Statements.  Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Prior Statements.
 
Item 3.                      Source and Amount of Funds or Other Consideration
 
As more fully described in Item 4 below, on February 7, 2013, Aquiline BNC Holdings acquired 1,804,566 shares of Non-Voting Common Stock by converting its existing 1,804,566 shares of Series B Preferred Stock into shares of Non-Voting Common Stock.  The funds used by Aquiline BNC Holdings LLC in the original purchase of the Series B Preferred Stock were obtained from working capital.  No additional funds were used in the conversion of the Series B Preferred Stock to Non-Voting Common Stock.
 
Item 4.                      Purpose of the Transaction
 
On May 21, 2012, the shareholders of BNC Bancorp approved an amendment to the terms of the Series B Preferred Stock, which amendment became effective on February 7, 2013, to provide that the Series B Preferred Stock was also convertible into an equal number of shares of Non-Voting Common Stock without additional consideration upon written notice to the Company by any holder of Series B Preferred Stock.
 
On February 7, 2013, Aquiline converted its 1,804,566 shares of Series B Preferred Stock into 1,804,566 shares of Non-Voting Common Stock, pursuant to the amended terms of the Series B Preferred Stock.
 
In connection with the conversion described herein, on February 7, 2013, Aquiline BNC Holdings LLC and the Company entered into Amendment Number 2 to the Investment Agreement, attached hereto as Exhibit 1.
 
Subject to any necessary regulatory approvals, Aquiline BNC Holdings LLC and its affiliates may seek to acquire additional equity securities of BNC from time to time in connection with a private placement, public offering or open market transactions.
 
Item 5.                      Interest in Securities of the Issuer
 
Item 5 is hereby amended in its entirety by the following:
 
(a)    As of February 8, 2013, Aquiline BNC Holdings LLC beneficially owns 1,507,054 shares of Voting Common Stock, representing approximately 7.4% of the approximately 20,462,353 shares of Voting Common Stock outstanding as of December 31, 2012, based on BNC Bancorp’s earnings release filed on Form 8-K on January 30, 2013, which stated that there were approximately 24,650,000 shares of Common Stock outstanding as of December 31, 2012.  The Common Stock of BNC Bancorp as of December 31, 2012 consisted of 4,187,647 shares of Non-Voting Common Stock and approximately 20,462,353 shares of Voting Common Stock.  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 1,507,054 shares of Voting Common Stock reported herein.
 
(b)    Aquiline BNC Holdings LLC maintains sole voting and disposition power with respect to the 1,507,054 shares of Voting 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 1,507,054 shares of Voting Common Stock reported herein.
 
(c)    Other than as described in Item 4 above, there have been no transactions by any of the Reporting Persons in the Voting Common Stock since August 24, 2012.
 
(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.
 
 
 
 
 
 
 
CUSIP NO. 05566T101                   Schedule 13D/A

Item 7.                      Material To Be Filed as Exhibits
 
 
Exhibit 1
Amendment Number 2 to the Investment Agreement, dated as of February 7, 2013, by and between BNC Bancorp and Aquiline BNC Holdings LLC.
 
 
 
 
 
 
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:  February  8, 2013

 
Aquiline BNC Holdings LLC
  
 
By:
Aquiline Financial Services Fund L.P.
     
 
By:
Aquiline Capital Partners GP LLC, general partner of Aquiline Financial Services Fund L.P.
     
     
 
By:
/s/ Sandra Wijnberg
   
Name:
Sandra Wijnberg
   
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/ Sandra Wijnberg
   
Name:
Sandra Wijnberg
   
Title:
Authorized Signatory

 
 
Aquiline Capital Partners GP LLC
     
 
By:
/s/ Sandra Wijnberg
   
Name:
Sandra Wijnberg
   
Title:
Authorized Signatory

 
 
Aquiline Holdings II LLC
     
 
By:
/s/ Sandra Wijnberg
   
Name:
Sandra Wijnberg
   
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/ Sandra Wijnberg
   
Name:
Sandra Wijnberg
   
Title:
Authorized Signatory

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

 
 
Aquiline Capital Partners LLC
     
 
By:
/s/ Sandra Wijnberg
   
Name:
Sandra Wijnberg
   
Title:
Authorized Signatory

 
 
Aquiline Holdings LLC
     
 
By:
/s/ Sandra Wijnberg
   
Name:
Sandra Wijnberg
   
Title:
Authorized Signatory

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

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

 
 
Jeffrey Greenberg
     
 
/s/ Jeffrey Greenberg
 
Jeffrey Greenberg

 
 EX-99.1 2 ex_1.htm AMENDMENT NUMBER 2 TO THE INVESTMENT AGREEMENT ex_1.htm
 
Exhibit 1
 
 
AMENDMENT NUMBER 2 TO THE INVESTMENT AGREEMENT
 
This Amendment Number 2 to the Investment Agreement by and between the Company and the Investor, dated June 14, 2010 and as amended on May 31, 2012 (the “Investment Agreement”) is dated as of February 7, 2013, between BNC Bancorp, a corporation organized under the laws of North Carolina (the “Company”), and Aquiline BNC Holdings LLC, a Delaware limited liability company (including its successors and assigns, the “Investor”).
 
RECITALS
 
WHEREAS, the Investor intends to convert its 1,804,566 shares of Series B Preferred Stock into 1,804,566 shares of Non-Voting Common Stock, pursuant to the terms of the Series B Preferred Stock (as amended on February 7, 2013), and is, concurrently with the execution of this amendment, providing written notice to the Company requesting that the Company convert such shares of Series B Preferred Stock into Non-Voting Common Stock (the “Conversion”); and
 
WHEREAS, in connection with the Conversion, the Company and the Investor intend to amend the Investment Agreement.
 
NOW, THEREFORE, the Company and the Investor hereby agree that Section 4.7 of the Investment Agreement is hereby amended and restated as follows:
 
Extension Period.  Notwithstanding anything to the contrary contained in this Agreement, if, during the 180-day period commencing on February 7, 2013, there exists a period (the “Section 16(b) Period”) during which the exercise by the Investor of its rights pursuant to Section 4.2 (or the purchase of New Securities in connection with such exercise) would result in liability under Section 16(b) of the Exchange Act, as amended, or the rules and regulations promulgated thereunder, the period during which such rights pursuant to Section 4.2 may be exercised shall be extended for the equivalent number of days of such Section 16(b) Period.
 
*           *           *
 

 
 
 
 
 
IN WITNESS WHEREOF, the parties hereto have caused this Amendment Number 2 to the  Investment Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.
 

 
BNC BANCORP
     
 
By:
/s/ David B. Spencer
   
Name:
David B. Spencer
   
Title:
Executive Vice President and
Chief Financial Officer

 
 
 
 

 
AQUILINE BNC HOLDINGS LLC
a Delaware limited liability company
     
 
By:
Aquiline Financial Services Fund L.P., member of
Aquiline BNC Holdings LLC
     
 
By:
Aquiline Capital Partners GP LLC, general partner
of Aquiline Financial Services Fund L.P.
     
 
By:
/s/ Sandra Wijnberg
   
Name:
Sandra Wijnberg
   
Title:
Authorized Person