BNC Shareholders Say Yes to OppFi. Now Comes the Part That Killed Enova's Deal.
Two fintech-buys-a-bank deals were named in the state attorneys general letter that made waves in this corner of the industry in July. On Sunday the 14th, one of them died when Enova pulled its applications. On Wednesday the 17th, the other one advanced. That sequencing is the story.
The vote and the deal
BNCCORP announced September 17 that its stockholders approved the previously announced sale to OppFi, with the final vote tally to come in the company's third quarter report. The terms are unchanged from the April 29 announcement: BNCC holders receive $19.375 per share in cash plus 1.9 shares of OppFi Class A common stock for each BNCC share, in a transaction valued at roughly $130 million. When it closes, OppFi stockholders would own about 93 percent of the combined company and BNCC holders about 7 percent.
What OppFi is buying is the thing this industry keeps circling: BNC National Bank, a nationally chartered commercial bank headquartered in Glendale, Arizona, with roughly $1.1 billion in total assets and about $1 billion in deposits as of the end of last year, operating across Arizona and North Dakota with a stated strength in business financing and SBA lending. BNCC Chairman Michael Vekich called the vote a significant step and said the board's strategy is aimed at protecting the organization for stockholders, employees, customers, and communities.
The release's own language flags the remaining distance in one clause: completion remains subject to customary closing conditions, "including regulatory approvals."
The gauntlet Enova refused to run
That clause is doing heavy lifting, because this deal is not moving through a neutral process. In July, twenty state attorneys general wrote to the Federal Reserve, the OCC, and the FDIC asking them to deny banking privileges to companies the AGs contend use bank partnerships to circumvent state interest-rate caps. The letter named exactly two transactions: Enova's Grasshopper acquisition and this one.
Enova's answer came on September 14, when it withdrew its applications and killed its $369 million deal, with its CEO blasting a process he called susceptible to political pressure rather than governed by clear standards. The market took nearly a quarter of Enova's value in a day.
OppFi's answer, so far, is the opposite: keep going. Three days after watching the other named company fold, BNCC's shareholders locked in their side of the deal. To be clear about causation, the vote was on the calendar regardless, and a shareholder approval says nothing about what the Fed and the OCC will do. But proceeding at all, after Enova's exit demonstrated exactly how this pressure campaign can end, is itself a statement. Either OppFi believes its application survives the scrutiny that Enova decided wasn't worth enduring, or it has decided the charter is worth the fight. Both are informative.
The prize is the same one Enova walked away from: roughly a billion dollars of deposit funding, the cheapest and most stable capital a lender can hold, plus a national charter's reach. OppFi has also told investors the deal drives adjusted EPS accretion of 25 percent or more in 2027 and 40 percent or more in 2028. Those projections assume a closing.
Why this desk cares
Two details make this more than a consumer-lending story. First, BNC is an SBA lender with a business-financing bent, which means the charter in play already touches small business credit.
Second, OppFi holds a 35 percent equity stake in Bitty, a credit access company providing revenue-based financing and working capital products to small businesses. If regulators approve this deal, a company with a meaningful interest in the RBF space will sit atop a national bank. That is a structure worth watching regardless of how you handicap the approval odds, and it is precisely the kind of arrangement the AGs' letter exists to oppose.
