Filing Reveals Bank of Ozarks' Dogged Pursuit of N.C. Bank

Bank of the Ozarks in Little Rock, Ark., was dogged in its pursuit of Bank of the Carolinas.

Bank of the Ozarks received a seemingly discouraging response in mid-March from FIG Partners, Bank of the Carolinas' investment bank, after expressing an interest in buying the Mocksville, N.C., company. "FIG informed Ozarks that Carolinas was fairly far down the road with another party and Carolinas did not wish to jeopardize that transaction," Bank of the Ozarks disclosed in recent regulatory filing.

The $8.3 billion-asset Bank of the Ozarks persisted, presenting Bank of the Carolinas with a non-binding indication of interest that included an initial offer and limited exclusivity that allowed its target to continue talking to the other suitor. The $363 million-asset Bank of the Carolinas would agree to sell itself to Bank of the Ozarks less than two months later for $64.7 million in stock.

Bank of the Carolinas, which had completed a complex recapitalization and exit from the Troubled Asset Relief Program last July, actually entertained expressions of interest from five banks, including its eventual acquirer, the filing disclosed.

After completing its due diligence, Bank of the Ozarks sent a revised indication of interest on March 23 that, among other things, would have required Bank of the Carolinas to break off discussions with the other suitor for 30 days. Bank of the Ozarks also stated that it would not incur the costs of producing a draft definitive agreement unless the exclusivity clause was accepted.

Bank of the Carolinas' board agreed to the condition after determining that Bank of the Ozarks' stock offer, which was slightly higher than the other bank's cash offer, was preferable because of a potential tax deferment of capital gains. The board also preferred Bank of the Ozarks' plan to keep all branches open; the other suitor planned to close three offices.

Discussions moved rather quickly from there. Bank of the Carolinas completed its due diligence, visiting Bank of the Ozarks' corporate office in mid-April.

A May 6 vote at Bank of the Carolinas had dissent. Two unnamed directors voted against the merger, the filing disclosed.