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Prospectus [Rule 424(b)(5)]

Filed pursuant to Rule 424(b)(5 )
Registration Statement No. 333-198370

PROSPECTUS SUPPLEMENT

2,250,000 Shares

Common Stock

We are offering 2,250,000 shares of our common stock. Our common stock is traded on The NASDAQ Capital Market under the symbol BNCN. On November 12, 2015, the last reported price of our common stock was $25.63 per share.

Investing in our common stock involves a high degree of risk. For certain risks and uncertainties that you should consider, see Risk Factors beginning on page S- 16 of this prospectus supplement and in the documents that are incorporated by reference into this prospectus.

The underwriter also has the option to purchase up to an additional 337,500 shares of common stock from us at the public offering price, less the underwriting discount, within 30 days from the date of this prospectus supplement.

These securities are not deposits, savings accounts, or other obligations of our bank subsidiary or any other depository institution and are not insured by the Federal Deposit Insurance Corporation, or FDIC, or any other governmental agency.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined that this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriter expects to deliver the common stock to purchasers against payment in New York, New York on or about November 19, 2015, subject to customary closing conditions.

Stephens Inc.

The date of this prospectus supplement is November 13, 2015

BNC Bancorp Market Area (pro forma as indicated)

[GRAPHIC MISSING]

TABLE OF CONTENTS

Prospectus Supplement

ABOUT THIS PROSPECTUS SUPPLEMENT

This document consists of two parts. The first part is this prospectus supplement which describes the specific terms of this offering and certain other matters and also updates and adds to the information contained in the accompanying prospectus and the documents incorporated by reference into this prospectus supplement and the accompanying prospectus. The second part is the accompanying prospectus which provides more general information about us and our common stock. Generally, when we refer to this prospectus we mean this prospectus supplement together with the accompanying prospectus. To the extent there is a conflict between the information contained in this prospectus supplement and the information contained in the accompanying prospectus or any document incorporated by reference herein, you should rely on the information in this prospectus supplement. If any statement in one of these documents is inconsistent with a statement in another document having a later date, the statement in the document having the later date will apply and will supersede the earlier statement.

We and the underwriter are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. The distribution of this prospectus supplement and the accompanying prospectus and the offering of the common stock in certain jurisdictions may be restricted by law. This prospectus supplement does not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, any common stock offered by this prospectus supplement by any person in any jurisdiction in which it is unlawful for that person to make that offer or solicitation.

This prospectus supplement and the accompanying prospectus are part of a registration statement on Form S-3 (File No. 333-198370) that we filed with the U.S. Securities and Exchange Commission (the SEC) utilizing a shelf registration process for the delayed offer and sale of securities pursuant to Rule 415 under the Securities Act of 1933, as amended (the Securities Act). Under the shelf registration process, we may, from time to time, sell the securities described in the accompanying prospectus in one or more offerings up to a total dollar amount of $150 million. As of the date of this prospectus supplement, we have sold $60 million of securities under the shelf registration statement. The shelf registration statement became effective on September 8, 2014.

You should rely only on the information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus, and any related free writing prospectus. We have not, and the underwriter has not, authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriter is not, making an offer to sell our securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus supplement, the accompanying prospectus, any related free writing prospectus, or any documents incorporated by reference herein, is accurate as of their respective dates. Our business, financial condition, results of operations, and prospects may have changed since those dates. This prospectus supplement supersedes the accompanying prospectus to the extent it contains information that is different from or in addition to the information in the prospectus.

In this prospectus supplement, BNC, the Company, we, our, ours, and us refer to BNC Bancorp, which is a bank holding company headquartered in High Point, North Carolina, and its subsidiaries on a consolidated basis, unless the context otherwise requires. References to the Bank or Bank of North Carolina mean Bank of North Carolina, which is our wholly owned banking subsidiary. In this prospectus supplement, unless otherwise expressly stated or the context otherwise requires, all references to common stock refer to BNCs voting common stock. Unless otherwise expressly stated or the context otherwise requires, all information in this prospectus supplement assumes that the option to purchase additional shares granted to the underwriter is not exercised in whole or in part.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus supplement, the accompanying prospectus and the information incorporated by reference herein or therein contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). These forward-looking statements represent plans, estimates, objectives, goals, guidelines, expectations, intentions, projections and statements of our beliefs concerning future events, business plans, objectives, expected operating results and the assumptions upon which those statements are based. Forward-looking statements include without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and are typically identified with words such as may, could, should, will, would, believe, anticipate, estimate, project, expect, intend, plan, or words or phases of similar meaning. We caution that the forward-looking statements are based largely on our expectations and are subject to a number of known and unknown risks and uncertainties that are subject to change based on factors which are, in many instances, beyond our control. Actual results, performance or achievements could differ materially from those contemplated, expressed, or implied by the forward-looking statements.

The following factors, among others, could cause our financial performance to differ materially from that expressed in such forward-looking statements:

Our actual results could differ materially from those anticipated by these forward-looking statements, including the risks and uncertainties described in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein, particularly in the Risk Factors section of this prospectus supplement and in Managements Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2014 and in our Quarterly Report on Form 10-Q for the period ended September 30, 2015.

Our forward-looking statements are based upon our beliefs and assumptions using information available at the time the statements are made. We caution the reader not to place undue reliance on our forward-looking statements (i) as these statements are neither a prediction nor a guarantee of future events or circumstances and (ii) the assumptions, beliefs, expectations and projections about future events may differ materially from actual results. We undertake no obligation to publicly update any forward-looking statement to reflect developments occurring after the statement is made, except as otherwise required by law.

PROSPECTUS SUPPLEMENT SUMMARY

This summary is not complete and does not contain all of the information you should consider before investing in the common stock offered by this prospectus supplement and the accompanying prospectus. You should read this summary together with the entire prospectus supplement and prospectus, including our consolidated financial statements, the notes to those financial statements, and the other documents that are incorporated by reference in this prospectus supplement, before making an investment decision. See the Risk Factors section of this prospectus supplement for a discussion of the risks involved in investing in our common stock.

The Company

BNC Bancorp was formed in 2002 to serve as a holding company for Bank of North Carolina, a full service commercial bank that commenced operations in 1991. We operate from 64 banking offices located in North Carolina, South Carolina and Virginia. The Banks 19 locations in South Carolina and nine locations in Virginia operate as BNC Bank. We are registered with the Board of Governors of the Federal Reserve System (the Federal Reserve) under the Bank Holding Company Act of 1956, as amended. We have not filed an election with the Federal Reserve to become a financial holding company.

We provide a wide range of banking services tailored to the particular banking needs of the communities we serve. We are principally engaged in the business of attracting deposits from the general public and using those deposits, together with other funding from our lines of credit, to make residential mortgage and commercial real estate, commercial and industrial, construction and consumer loans. Our primary sources of revenue are interest and fee income from our lending and investing activities, primarily consisting of making loans to small- to medium-sized businesses, and, to a lesser extent, from our investment portfolio.

Our strategy has been focused on growing our franchise in our historical markets and in select new markets that we have entered through acquisitions. We target business professionals and small to medium-sized business customers with credit relationships in the $250,000 to $25 million range that are too small for regional banks but too large for smaller community banks with lower legal lending limits. We seek to complement our wide range of high quality traditional loan and deposit product offerings by continuously developing new and innovative products to suit the changing needs of our existing and target customers, such as our new wealth management product suite, and by equipping our bankers with new technology to further differentiate us as a community bank with sophisticated product delivery.

We believe our strategy has resulted in a consistent record of strong growth over an extended period of time. Since 1997, when we had approximately $102 million in total assets, we have had a compound annual growth rate (CAGR) in total assets, total loans and total deposits of 26.9%, 27.4% and 26.8%, respectively (pro forma as adjusted through September 30, 2015 for this offering and recently completed and pending acquisitions as discussed below). Our CAGR in assets, loans and deposits over a five-year and three-year period are 25.4%, 28.0% and 24.5% and 35.6%, 38.0% and 34.0%, respectively (pro forma as adjusted through September 30, 2015 for this offering and recently completed and pending acquisitions as discussed below).

In recent years, we embarked on a growth initiative that emphasized strategic and financially compelling acquisitions that would allow us to build scale and enhance profitability while also providing new markets for organic growth. As evidence of the success of this acquisition strategy, from December 31, 2009 to September 30, 2015, we have:

Please see Selected Pro Forma Financial Data and Selected Financial Data for additional information.

On November 13, 2015, BNC entered into an agreement and plan of merger with High Point Bank Corporation (High Point), the holding company for High Point Bank and Trust Company, a North Carolina commercial bank that has 12 locations in High Point, Greensboro and Winston-Salem, North Carolina, and the surrounding areas, whereby High Point will merge with and into BNC and High Point Bank and Trust Company will merge with and into the Bank. The parties anticipate closing the merger in the second quarter of 2016, subject to customary closing conditions, including receipt of regulatory approval and approval of High Points shareholders.

As a result of the High Point acquisition, BNC expects to further solidify its ranking as the largest community bank in the Winston-Salem, North Carolina, metropolitan statistical area and to become the largest community bank in the Greensboro-High Point, North Carolina metropolitan statistical area based on total deposits for each respective market when compared to banks below $15 billion in assets. In addition to the substantial expense savings from the overlap with BNCs existing franchise, management believes that High Point will provide an attractive source of low-cost core deposits. Finally, the High Point acquisition will add or expand non-interest income lines of business to BNCs product offering capabilities, namely insurance and trust services.

The terms of the High Point acquisition assume a total transaction value of approximately $141 million, representing approximately 145% of High Points September 30, 2015 tangible book value, with a consideration mix of 70% stock and 30% cash subject to adjustment. The Company estimates a gross credit mark to gross loans as of September 30, 2015 of approximately 3.5% and cost savings of approximately 50% of High Points trailing 12-month non-interest expenses for the period ended September 30, 2015. If the High Point acquisition is consummated, BNC expects the following financial impacts:

In addition, on August 14, 2015, BNC entered into an agreement and plan of merger with Southcoast Financial Corporation (Southcoast), the holding company for Southcoast Community Bank, a South Carolina commercial bank that has 10 locations in the Greater Charleston, South Carolina market, whereby Southcoast will merge with and into BNC and Southcoast Community Bank will merge with and into the Bank. The parties anticipate closing the merger in the first quarter of 2016, subject to customary closing conditions, including receipt of regulatory approval and approval of Southcoasts shareholders. Please refer to our Current Report on Form 8-K filed with the SEC on August 14, 2015 for additional information regarding the merger with Southcoast.

Lastly, on October 16, 2015, we closed the previously announced acquisition of seven branches in South Carolina from CertusBank, N.A. (Certus). At closing on a preliminary basis, we acquired approximately $186.4 million in loans and $175.8 million in deposits before purchase accounting adjustments.

Please see Selected Pro Forma Financial Data for additional information on these transactions.

Management

We believe a key to our ability to successfully execute our growth strategy has been our ability to identify and recruit talented management team members. Our leadership team has broad experience in the banking and financial services industry and proven track records in their respective disciplines. The majority

of our senior officers have been in the banking industry for more than 20 years and have experienced several economic and real estate cycles during their banking careers. Key members of our management team are set forth below.

Results of Our Growth Strategy

In addition to overall increases, our growth strategy has allowed us to build a diversified mix of loans and deposits. Our loan and deposit composition at September 30, 2015 is set forth in the tables below. Deposit information is pro forma and includes the Certus, Southcoast and High Point acquisitions.

Robust Net Interest Margin

We believe the acquisitions we have completed and our organically generated growth have allowed us to maintain a strong net interest margin. Our margin has remained robust on both a reported basis and on a core basis after removing the effects of fair value accretion from the application of purchase accounting to our acquired loans as detailed in the table below.

Unlike some other acquisitive banks that have experienced significant declines in net interest income due to the substantial reduction in the effects of purchase accounting accretion over time, we believe the effects of fair value accretion on our results will be relatively stable over time. The following chart highlights our estimated fair value accretion from acquired loans through 2018 after giving effect to previously completed and pending acquisitions as described above and includes:

In the table above, FAS 91 accretion represents the difference between the fair value and unpaid principal balance of the loans at the acquisition date. SOP 03-3 accretion represents expected cash flows at the acquisition date in excess of the fair value of the loans.

Improving Efficiency and Non-interest Income Contribution

As we continue to expand our business through acquisitions and organic growth, we have successfully begun to scale our platform, reducing our non-interest expense requirements for adding additional loan volume, while continuing to develop our non-interest income lines of business. The following table highlights the improvement in our efficiency ratio and noninterest income for the periods indicated.

Increased Core Profitability

We believe that that the successful implementation of our growth strategy has contributed to an increase in our ability to generate core earnings. Certain measurements of our profitability are set forth in the tables below for the periods indicated.

The result of our growth and improvements in core profitability has been a rapid increase in our earnings per share. In addition to the growth in our historical core earnings per share, we anticipate a continued robust increase in earnings per share over the next few years. The following table highlights our historical earnings per share and projected earnings per share through 2017 based on our previously completed and pending acquisitions.

Principal Executive Offices

Our principal executive offices are located at 3980 Premier Drive, Suite 210, High Point, North Carolina 27265. Out telephone number is (336) 869-9200. Our website address is www.bncbancorp.com . Information contained in, or accessible through, our website does not constitute a part of this prospectus supplement or the accompanying prospectus.

SELECTED PRO FORMA FINANCIAL DATA

The following table presents (i) certain financial information for BNC and each of Certus, Southcoast and High Point on a historical basis as of and for the nine months ended September 30, 2015, (ii) adjustments based on each of the Certus, Southcoast and High Point acquisitions, (iii) adjustments for the offering of BNC common stock, and (iv) certain financial information for BNC on a pro forma combined basis as of and for the nine months ended September 30, 2015. You should not rely on the pro forma combined amounts as they are not necessarily indicative of the operating results or financial position that would have occurred if the mergers had been completed as of the dates indicated, nor are they necessarily indicative of the future operating results or financial position of BNC on a combined basis. The pro forma information presents the financial characteristics of BNC on a combined basis under one set of assumptions, but does not reflect the benefits of expected cost savings, opportunities to earn additional revenue, the impact of restructuring and merger-related costs, or other factors that may result as a consequence of the transactions and, accordingly, does not attempt to predict or suggest future results.

THE OFFERING

SELECTED FINANCIAL DATA

You should read the summary selected consolidated financial information presented below in conjunction with the Managements Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements and the notes to those consolidated financial statements appearing in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015, which are incorporated by reference in this prospectus supplement.

The tables below set forth selected consolidated financial data for us as of and for each of the years in the five-year period ended December 31, 2014 and as of and for the nine-month periods ended September 30, 2015 and 2014.

The selected consolidated statement of income data for the years ended December 31, 2014, 2013 and 2012, and the selected consolidated balance sheet data as of December 31, 2014 and 2013, have been derived from our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014, which is incorporated by reference in this prospectus supplement. The selected consolidated statement of income data for the years ended December 31, 2011 and 2010 and the selected consolidated balance sheet data as of December 31, 2012, 2011 and 2010 have been derived from our audited consolidated financial statements that are not included or incorporated by reference in this prospectus supplement.

The selected consolidated financial information as of and for the nine months ended September 30, 2015 and 2014 have been derived from our unaudited interim consolidated financial statements included in our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015, and are incorporated by reference in this prospectus supplement. Historical results are not necessarily indicative of future results. The results for the nine months ended September 30, 2015 are not necessarily indicative of our expected results for the full year ending December 31, 2015 or any other period.

Reconciliation of Non-GAAP Financial Measures

This prospectus supplement contains certain financial measures that have been prepared other than in accordance with GAAP. These measures include core net interest margin, core efficiency ratio, core non-interest income, core return on average assets, return on average tangible common equity, core return on average tangible common equity, core earnings per share and tangible common book value per share. This prospectus supplement presents these non-GAAP financial measures because we believe they provide management and investors with information that is useful as a supplement to our financial statements in understanding our financial performance and condition. Non-GAAP financial measures are not necessarily comparable to GAAP measures and should not be viewed as a substitute for our results from operations that are prepared in accordance with GAAP.

The following tables present a reconciliation of such financial measures to the most comparable measures calculated in accordance with GAAP. Amounts presented for the periods ended September 30, 2015 and September 30, 2014 for core net interest margin, core return on average assets, return on average tangible common equity and core return on average tangible common equity are presented on an annualized basis.

RISK FACTORS

Investing in our common stock involves substantial risk. You should carefully consider each of the following risks and the other information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus before deciding to purchase shares of our common stock. If any of these risks actually occur, our business, financial condition, results of operations and prospects could be adversely affected. As a result, the trading price of our common stock could decline, perhaps significantly, and you could lose part or all of your investment.

Risks Related to Proposed Acquisitions

If either of the proposed acquisitions is not completed, the value of our common stock could be materially adversely affected.

The Southcoast and High Point acquisitions are subject to customary conditions to closing, including the approval of the Southcoast and High Point shareholders. In addition, the parties may terminate either of the merger agreements under certain circumstances. If the acquisitions are not completed, the market price of our common stock may fluctuate to the extent that the current market prices of those shares reflect a market assumption that the acquisitions will be completed. Further, whether or not the acquisitions are completed, we will also be obligated to pay certain investment banking, legal and accounting fees and related expenses in connection with the pending acquisitions, which could negatively impact our results of operations when incurred. If either of the acquisitions are not completed, additional risks may materialize that materially adversely affect our business, results of operations and stock price.

Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or cannot be met.

Before the proposed acquisitions may be completed, various approvals or waivers must be obtained from bank regulatory authorities, including the Federal Reserve, FDIC and North Carolina Office of the Commissioner of Banks. These regulators may impose conditions on the completion of or require changes to the terms of the acquisitions. Such conditions or changes and the process of obtaining regulatory approvals or waivers could have the effect of delaying completion of the proposed acquisitions or of imposing additional costs or limitations on BNC following the completion of the proposed acquisitions. The regulatory approvals or waivers may not be received at all, may not be received in a timely fashion or may contain conditions on the completion of the acquisitions that are burdensome, not anticipated or cannot be met. Furthermore, the risk of delays in receipt of regulatory approval and the imposition of conditions by the regulators may be increased by the fact that we have two pending acquisitions at the same time. If the completion of either proposed acquisition is delayed, including by a delay in receipt of necessary governmental approvals or waivers, the business, financial condition and results of operations of each company may also be materially adversely affected.

We may be unable to successfully integrate Southcoasts or High Points operations and retain their key employees.

BNC and each of Southcoast and High Point have operated and, until the completion of the proposed acquisitions, will continue to operate, independently. It is possible that the integration process could result in the loss of key employees, the disruption of either companys ongoing businesses or inconsistencies in standards, controls, procedures and policies that could adversely affect our ability to maintain relationships with Southcoasts or High Points customers, depositors and employees and our ability to achieve the anticipated benefits of the acquisitions. Integration efforts between BNC and each of the two companies will also divert management attention and resources. These integration matters could have an adverse effect on BNC and each of Southcoast and High Point during the transition period and on the combined company after the completion of the proposed acquisitions.

We may fail to realize all of the anticipated benefits of the proposed acquisitions.

The success of the proposed acquisitions will depend, in part, on our ability to realize the anticipated benefits and cost savings from combining our business with the businesses of Southcoast and High Point. However, to realize these anticipated benefits and cost savings, we must successfully combine the businesses. If we are not able to achieve these objectives, the anticipated benefits and cost savings of the proposed acquisitions may not be realized fully or at all or may take longer to realize than expected.

We will incur significant transaction and acquisition-related integration costs in connection with the proposed acquisitions.

We expect to incur significant costs associated with completing the proposed acquisitions and integrating the operations of the three companies and are continuing to assess the impact of these costs. Although we believe that the elimination of duplicate costs, as well as the realization of other efficiencies related to the integration of the businesses, will offset incremental transaction and merger-related costs over time, this net benefit may not be achieved in the near term, or at all.

The market price of our common stock after the completion of the proposed acquisitions may be affected by factors different from those affecting our shares or the shares of Southcoast or High Point currently.

The businesses and current markets of BNC, Southcoast and High Point differ and, accordingly, the results of operations of the combined company and the market price of the combined companys shares of common stock may be affected by factors different from those currently affecting the independent results of operations of either BNC, Southcoast or High Point.

In connection with the announcement of the Southcoast acquisition, a lawsuit is pending, seeking, among other things, to enjoin the merger, and an adverse judgment in this lawsuit may prevent the merger from becoming effective within the expected time frame (if at all). Similar lawsuits may be filed with respect to the High Point acquisition.

On October 12, 2015, a purported shareholder of Southcoast filed a class action lawsuit in the Court of Common Pleas for the Ninth Judicial District, State of South Carolina, County of Charleston, captioned Matthew Sciabucuchi v. Southcoast Financial Corporation, Case No. 2015-CP10-5500. On October 26, 2015, the lawsuit was removed to the United States District Court for the District of South Carolina and assigned Case No. 2:15-cv-04352-DCN. The Complaint names as defendants Southcoast, the current members of Southcoasts board of directors, whom we refer to as the director defendants, and BNC. The complaint is brought on behalf of a putative class of shareholders of Southcoast common stock and seeks an order that it is properly maintainable as a class action. The complaint alleges that the director defendants breached their fiduciary duties by failing to maximize shareholder value in connection with the merger and also alleges that BNC aided and abetted those breaches of fiduciary duties. The complaint further alleges that the director defendants breached their fiduciary duties to Southcoasts shareholders by improperly securing for themselves certain benefits not shared equally by Southcoasts shareholders and by approving certain terms and conditions in the merger agreement that may be adverse to potential alternate acquirors of Southcoast. The complaint seeks injunctive relief to prevent the completion of the merger or rescission of the merger and rescissory damages, an accounting to determine damages sustained by the putative class, and costs including plaintiffs attorneys and experts fees. At this stage, it is not possible to predict the outcome of the proceedings or their impact on BNC or the Southcoast acquisition. If the plaintiffs are successful in enjoining the consummation of the merger, the lawsuit may prevent the merger from becoming effective within the expected time frame (if at all). Furthermore, the defense or settlement of this lawsuit may adversely affect BNCs business, financial condition, results of operations and cash flows following the completion of the merger. Similar lawsuits may be filed with respect to the High Point acquisition, which may have similar adverse impacts on us.

Risks Related to Our Growth Strategy

We may not be able to implement aspects of our growth strategy.

Our growth strategy contemplates the future expansion of our business and operations both organically and through acquisitions, such as through the establishment or acquisition of banks and banking offices in our market area and other markets in Virginia and the Carolinas. Implementing these aspects of our growth strategy depends, in part, on our ability to successfully identify acquisition opportunities and strategic partners that will complement our operating philosophy and to successfully integrate their operations with ours, as well as to generate loans and deposits within acceptable risk and expense tolerances. To successfully acquire or establish banks or banking offices, we must be able to correctly identify profitable or growing markets, as well as attract the necessary relationships and high caliber banking personnel to make these new banking offices profitable. In addition, we may not be able to identify suitable opportunities for further growth and expansion or, if we do, we may not be able to successfully integrate these new operations into our business.

As consolidation of the financial services industry continues, the competition for suitable acquisition candidates may increase. We will compete with other financial services companies for acquisition opportunities, and many of these competitors have greater financial resources than we do and may be able to pay more for an acquisition than we are able or willing to pay.

We can offer no assurance that we will have opportunities to acquire other financial institutions, or that we will complete the Southcoast and High Point acquisitions, or acquire or establish any new branches or loan production offices, or that we will be able to negotiate, finance and complete any opportunities available to us.

If we are unable to effectively implement our growth strategies, our business, results of operations and stock price may be materially and adversely affected.

Future expansion involves risks.

Our planned acquisition of other financial institutions or parts of those institutions involves a number of risks, including the risks that:

We cannot assure you that we will be able to successfully integrate any banking offices that we acquire into our operations or retain customers of those offices. If any of these risks occur in connection with our expansion efforts, it may have a material and adverse effect on our results of operations and financial condition.

We may not be able to maintain and manage our growth, which may adversely affect our results of operations and financial condition.

We have grown rapidly in recent years and our business strategy contemplates continued levels of growth, both organically and through acquisitions. We can provide no assurance that we will continue to be successful in increasing the volume of loans and deposits or in introducing new products and services at acceptable risk levels and upon acceptable terms while managing the costs and implementation risks associated with our historical or modified organic growth strategy. We may be unable to continue to increase our volume of loans and deposits or to introduce new products and services at acceptable risk levels for a variety of reasons, including an inability to maintain capital and liquidity sufficient to support continued growth. If we are successful in continuing our growth, we cannot assure you that further growth would offer the same levels of potential profitability or that we would be successful in controlling costs and maintaining asset quality. Accordingly, an inability to maintain growth, or an inability to effectively manage growth, could adversely affect out results of operations, financial condition and stock price.

New bank office facilities and other facilities may not be profitable.

We may not be able to organically expand into new markets that are profitable for our franchise. The costs to start up new bank branches and loan production offices in new markets, other than through acquisitions, and the additional costs to operate these facilities would increase our non-interest expense and may decrease our earnings. It may be difficult to adequately and profitably manage our growth through the establishment of bank branches and loan production offices in new markets. In addition, we can provide no assurance that our expansion into any such new markets will successfully attract enough new business to offset the expenses of their operation. If we are not able to do so, our earnings and stock price may be negatively impacted.

Acquisition of assets and assumption of liabilities may expose us to intangible asset risk, which could impact our results of operations and financial condition.

In connection with any acquisitions, as required by GAAP, we will record assets acquired and liabilities assumed at their fair value and, as such, acquisitions may result in our recording of intangible assets, including core deposit intangibles and goodwill. We will perform a goodwill impairment assessment at least annually. Impairment testing is a two-step process that first compares the fair value of goodwill with its carrying amount, and the second step, if necessary, measures impairment loss by comparing the implied fair value of goodwill with the carrying amount of that goodwill. Adverse conditions in the business climate, including a significant decline in future operating cash flows, a significant change in our stock price or market capitalization, or a deviation from our expected growth rate and performance may trigger impairment losses, which could be materially adverse to our results of operations, financial condition and stock price.

The success of our growth strategy depends on our ability to identify and retain individuals with experience and relationships in the markets in which we intend to expand.

Our growth strategy contemplates that we will expand our business and operations to other markets, particularly in Virginia and the Carolinas. We intend to primarily target market areas that we believe possess attractive demographic, economic or competitive characteristics. To expand into new markets successfully, we must identify and retain experienced key management members with local expertise and relationships in these markets. Competition for qualified personnel in the markets in which we may expand may be intense, and there may be a limited number of qualified persons with knowledge of and experience in the commercial banking industry in these markets. Even if we identify individuals that we believe could assist us in establishing a presence in a new market, we may be unable to recruit these individuals away from other banks or may be unable to do so at a reasonable cost. In addition, the process of identifying and recruiting individuals with the combination of skills and attributes required to carry out our strategy is often lengthy. Our inability to identify, recruit and retain talented personnel to manage new offices effectively would limit our growth and could materially adversely affect our business, financial condition, results of operations and stock price.

We may need additional access to capital, which we may be unable to obtain on attractive terms or at all.

We may need to incur additional debt or equity financing in the future to make strategic acquisitions or investments for future growth or to fund losses or additional provision for loan losses in the future. Our ability to raise additional capital, if needed, will depend in part on conditions in the capital markets at that time, which are outside our control, and on our financial performance. Accordingly, we may be unable to raise additional capital, if and when needed, on terms acceptable to us, or at all. If we cannot raise additional capital when needed, our ability to further expand our operations through internal growth and acquisitions could be materially impaired and our stock price negatively affected.

Risks Related To Our Company, Our Business, and Our Industry

Changes in the policies of monetary authorities and other government action could materially adversely affect our profitability.

The Banks results of operations are affected by credit policies of monetary authorities, particularly the Federal Reserve. The instruments of monetary policy employed by the Federal Reserve include open market operations in U.S. government securities, changes in the discount rate or the federal funds rate on bank borrowings and changes in reserve requirements against bank deposits. In view of changing conditions in the national economy and in the money markets, particularly in light of the continuing threat of terrorist attacks and the current military operations and other instances of unrest in the Middle East, and the economic and political situations in the Middle East, Greece, the Ukraine and elsewhere, we cannot predict with certainty possible future changes in interest rates, deposit levels, loan demand or our business and earnings. Furthermore, the actions of the U.S. government and other governments in responding to such terrorist attacks or events in these or other regions may result in currency fluctuations, exchange controls, market disruption and other adverse effects.

Our revenues are highly correlated to market interest rates.

Our assets and liabilities are primarily monetary in nature, and as a result, we are subject to significant risks tied to changes in interest rates. Our ability to operate profitably is largely dependent upon net interest income. In 2014, net interest income made up 85% of our recurring revenue. Unexpected movement in interest rates, that may or may not change the slope of the current yield curve, could cause our net interest margins to decrease, subsequently decreasing net interest income. In addition, such changes could materially adversely affect the valuation of our assets and liabilities.

As with most financial institutions, our results of operations are affected by changes in interest rates and our ability to manage this risk. The difference between interest rates charged on interest-earning assets and interest rates paid on interest-bearing liabilities may be affected by changes in market interest rates, changes in relationships between interest rate indices, and changes in the relationships between long-term and short-term market interest rates. In addition, the mix of assets and liabilities could change as varying levels of market interest rates might present our customer base with more attractive options.

Certain changes in interest rates, inflation, deflation or the financial markets could affect demand for our products and our ability to deliver products efficiently.

Loan originations, and potentially loan revenues, could be materially adversely impacted by sharply rising interest rates. Conversely, sharply falling rates could increase prepayments within our securities portfolio lowering interest earnings from those investments. An unanticipated increase in inflation could cause our operating costs related to salaries and benefits, technology and supplies to increase at a faster pace than revenues.

The fair market value of our securities portfolio and the investment income from these securities also fluctuate depending on general economic and market conditions. In addition, actual net investment income and/or cash flows from investments that carry prepayment risk, such as mortgage-backed and other asset-backed securities, may differ from those anticipated at the time of investment as a result of interest rate fluctuations.

A significant portion of our loans are commercial real estate, construction and commercial and industrial loans, which carry greater credit risk than residential mortgage loans.

At September 30, 2015, $2.81 billion, or 70.7%, of our loan portfolio consisted of commercial real estate, construction and commercial and industrial loans. Given their larger balances and the complexity of the underlying collateral, commercial real estate, construction and commercial and industrial loans generally expose a lender to greater credit risk than residential mortgage loans. These loans also have greater credit risk than residential real estate for the following reasons:

If loans that are collateralized by real estate or other business assets become troubled and the value of the collateral has been significantly impaired, then we may not be able to recover the full contractual amount of principal and interest that we anticipated at the time we originated the loan, which could cause us to increase our provision for loan losses and adversely affect our operating results and financial condition.

The majority of our commercial real estate loans are secured by non-owner-occupied properties. These loans expose us to greater risk of non-payment and loss than loans secured by owner-occupied properties because repayment of such loans depends primarily on the tenants continuing ability to pay rent to the property owner, who is our borrower, or, if the property owner is unable to find a tenant, the property owners ability to repay the loan without the benefit of a rental income stream, or other events beyond the borrowers control. In addition, the physical condition of non-owner-occupied properties is often below that of owner-occupied properties due to lax property maintenance standards, which has a negative impact on the value of the collateral properties. Furthermore, some of our non-owner-occupied borrowers have more than one loan outstanding with us, which may expose us to a greater risk of loss compared to residential and commercial borrowers with only one loan.

Any increase in these types of loans through organic growth or acquisition significantly increases our exposure to the risks inherent in these types of loans.

A significant portion of our loans are acquired in connection with our acquisitions of other institutions, many of which are secured by real estate and other assets located in market areas with which was are less familiar than our historical primary market area.

Over the last several years, we have acquired a significant portfolio of commercial real estate, construction, commercial and industrial, and residential mortgage loans, many of which are secured by real estate or have borrowers located in areas outside of our historical primary market area. Some of the areas into which we are expanding may have experienced a greater economic downturn in recent years than our primary market area, which may result in a large number of these loans becoming non-performing or classified assets. In addition, in areas where we do not have an extensive operating history or an extended relationship with customers of the acquired institutions, we may be unable to successfully resolve problem loans that we did not originate, which could result in write-downs of the value of these loans or increases in our provisions for loan losses.

Our construction and development and acquisition loans subject the Bank to risks that could materially adversely affect our results of operations and financial condition.

The deterioration in residential and commercial construction and development and acquisition portfolios may lead to increased nonperforming assets in our loan portfolio and increased provision for loan losses, which could have a material adverse effect on our capital, financial condition and results of operations.

While recent economic data suggests that overall economic conditions are improving, such improvement may be slower in our market areas and if market conditions in the residential construction and development and land acquisition real estate markets remain poor or further deteriorate, they may lead to increased loan-to-value ratios or additional valuation adjustments on our loans and real estate owned in these markets. Furthermore, a sustained weakened economy could result in a continuation of the decreased demand for residential housing, which, in turn, could adversely affect the development and construction efforts of residential real estate developers, adversely affect the ability of those developers to repay their loans and decrease the value of the property used as collateral, resulting in higher levels of non-performing loans. Any increase in our non-performing assets and related increases in our provision for loan losses could negatively affect our business and have a material adverse effect on our capital, financial condition and results of operations.

Our allowance for loan losses may not be adequate to cover losses, and we may be required to materially increase our allowance, which may adversely affect our capital, financial condition and results of operations.

The Bank, as a lender, is exposed to the risk that our customers will be unable to repay their loans in accordance with their terms and that any collateral securing the payment of their loans may not be sufficient to assure repayment. Credit losses are inherent in the business of making loans and could have a material adverse effect on our operating results. Our credit risk with respect to our real estate and construction loan portfolio will relate principally to the creditworthiness of business entities and the value of the real estate serving as security for the repayment of loans. Our credit risk with respect to our commercial and consumer loan portfolio will relate principally to the general creditworthiness of businesses and individuals within our local markets.

We make various assumptions and judgments about the collectability of our loan portfolio and provide an allowance for estimated loan losses based on a number of factors. If our assumptions or judgments prove to be incorrect, the allowance for loan losses may not be sufficient to cover actual loan losses. We may have to increase our allowance in the future in response to the request of one of our primary banking regulators, to adjust for changing conditions and assumptions, or as a result of any deterioration in the quality of our loan portfolio. The actual amount of future provisions for loan losses cannot be determined at this time and may vary from the amounts of past provisions.

Liquidity risk could impair our ability to fund operations and jeopardize our financial condition.

Liquidity is essential to our business. An inability to raise funds through deposits, borrowings and other sources could have a substantial negative effect on our liquidity. Our access to funding sources in amounts adequate to finance our activities on terms that are acceptable to us could be impaired by factors that affect us

specifically or the financial services industry or economy in general. Factors that could negatively impact our access to liquidity sources include a decrease in the level of our business activity as a result of an economic downturn in the markets in which our loans are concentrated, adverse regulatory action against us, or our inability to attract and retain deposits. Our ability to borrow could be impaired by factors that are not specific to us or our region, such as a disruption in the financial markets or negative views and expectations about...


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