MERGERS AND ACQUISITIONS

Piedmont Acquisition of Crescent Financial

On November 18, 2011, Crescent Financial completed the issuance and sale to Piedmont of 18,750,000 shares of common stock for $75,000 in cash, or $4.00 per share. As part of its investment, Piedmont also made a tender offer to Crescent Financial's stockholders pursuant to which it purchased 6,128,423 shares of Crescent Financial's common stock for $29,100, or $4.75 per share (the "Tender Offer"). As a result of Piedmont's investment and the Tender Offer, Piedmont acquired approximately 88 percent of Crescent Financial's outstanding common stock.

The following table presents the Crescent Financial assets acquired, liabilities assumed, and non-controlling interests as of November 18, 2011.



	Historical Balances at November 18, 2011		Initial Fair Value Adjustments				Measurement Period Adjustments				Adjusted Balances at November 18, 2011
Fair value of assets acquired:
Cash and cash equivalents	$	151,126	$	75,000		(a)	$	—			$	226,126
Investment securities available for sale	89,343		—				—				89,343
Loans held for sale	4,588		—				—				4,588
Loans	582,089		(20,177		)	(b)	(1,485		)	(m)	560,427
Federal Home Loan Bank stock	8,669		—				—				8,669
Premises and equipment	10,866		(540		)	(c)	—				10,326
Deferred tax asset, net	8,929		21,339			(d)	1,782			(m)	32,050
Bank-owned life insurance	19,169		—				—				19,169
Foreclosed assets	12,361		(3,033		)	(e)	(405		)	(m)	8,923
Goodwill	—		20,015			(f)	3,095			(m)	23,110
Other intangible assets	576		1,685			(g)	—				2,261
Accrued interest receivable and other assets	12,471		(1,125		)	(h)	(1,182		)	(m)	10,164
Total assets acquired	900,187		93,164				1,805				995,156

Fair value of liabilities assumed:
Deposits	672,195		6,094			(i)	—				678,289
Short-term borrowings and long-term debt	157,748		7,053			(j)	—				164,801
Accrued interest payable and other liabilities	6,637		474			(k)	1,805			(m)	8,916
Total liabilities assumed	836,580		13,621				1,805				852,006
Net assets	63,607		79,543				—				143,150

Non-controlling interests at fair value:
Preferred stock	23,812		597			(l)	—				24,409
Common stock warrants	2,367		(1,042		)	(l)	—				1,325
Common stock	—		42,416			(l)	—				42,416
Total non-controlling interests	26,179		41,971				—				68,150
Purchase price											$	75,000

Explanation of Fair Value Adjustments


a.	Adjustment to cash reflects Piedmont's initial investment in Crescent Financial.


b.	After analyzing estimated lifetime credit losses on the loan portfolio as well as evaluating differences between contractual interest rates and current market interest rates, the initial net loan fair value discount, after eliminating the allowance for loan losses, was $20,177.


c.	Premises and equipment was adjusted by $540 to reduce the value of certain properties to estimated fair value.


d.	The net deferred tax asset was primarily related to the recognition of differences between certain tax and book bases of assets and liabilities related to purchase accounting along with federal and state net operating losses that were expected to be realizable after acquisition.


e.	Foreclosed assets were reduced by $3,033 based on estimates of property values under market conditions at acquisition as well as additional discounts anticipated to liquidate these properties.


f.	Goodwill represents the excess of purchase price over the fair value of acquired net assets and the fair value of non-controlling interests.


g.	The adjustment for other intangibles reflected the estimated value of the acquired core deposit intangible ("CDI"). CDI is the present value of the difference between a market participant's cost of obtaining alternative funds and the cost to maintain the acquired deposit base.


h.	Adjustments to other assets represent the elimination of certain deferred items and other adjustments required to reflect the estimated fair values of other assets at acquisition.


i.	The fair value adjustment to deposits of $6,094 reflected an estimated time deposit premium, indicating that, in aggregate, then current market rates were lower than contractual rates.


j.	The fair value adjustments to borrowings reflected the estimated premium on FHLB borrowings at acquisition.


k.	Adjustments to other liabilities represent the fair value adjustments to deferred rent on leases.


l.	Adjustments to non-controlling interest reflected the market value of common stock not purchased by Piedmont and the fair value adjustments to preferred stock at acquisition.

During the Crescent Financial measurement period, goodwill increased by $3,095 as a result of adjustments to refine the Company’s acquisition date estimate of market rent on two branch leases, adjustments to refine the valuation of certain foreclosed assets, adjustments to the fair value of the split-dollar liability on certain bank-owned life insurance policies, and adjustments to refine cash flow estimates used to value certain loans.

Piedmont's Acquisition of Community Bank of Rowan

and Merger of Community Bank of Rowan into Legacy VantageSouth

On April 19, 2011, Piedmont acquired all outstanding common stock of Rowan, a North Carolina-chartered bank. At the date of Piedmont's investment, Rowan operated two branch offices, which were located in Salisbury, North Carolina. Piedmont purchased 813,083 shares of Rowan's common stock for an aggregate purchase price of $9,500. Immediately following the acquisition, Piedmont purchased an additional 569,158 shares of newly issued common stock for an aggregate price of $7,000. Legacy VantageSouth and Rowan became commonly controlled by Piedmont at the date of Piedmont's acquisition of Rowan.

The following table presents the Rowan assets acquired and liabilities assumed as of April 19, 2011.



	Historical Balances at April 19, 2011		Fair Value Adjustments				Fair Values at April 19, 2011
Fair value of assets acquired:
Cash and cash equivalents	$	22,474	$	—			$	22,474
Investment securities available for sale	6,648		—				6,648
Loans	101,949		(4,165		)	(a)	97,784
Federal Home Loan Bank stock	1,065		—				1,065
Property and equipment	2,667		—				2,667
Deferred tax asset, net	1,513		1,281			(c)	2,794
Foreclosed assets	2,099		(1,126		)	(b)	973
Goodwill	—		3,144			(d)	3,144
Other intangible assets	—		280			(e)	280
Accrued interest receivable and other assets	993		531			(f)	1,524
Total assets acquired	139,408		(55		)		139,353

Fair value of liabilities assumed:
Deposits	125,485		256			(g)	125,741
Federal Home Loan Bank advances	4,000		—				4,000
Accrued interest payable and other liabilities	112		—				112
Total liabilities assumed	129,597		256				129,853
Purchase price							$	9,500

Explanation of Fair Value Adjustments


a.	After analyzing estimated lifetime credit losses on the loan portfolio as well as evaluating differences between contractual interest rates and market interest rates, the net loan fair value discount, after eliminating the historical allowance for loan losses, was $4,165.


b.	Foreclosed assets were reduced by $1,126 based on estimates of property values given market conditions at acquisition and additional discounts anticipated to liquidate these properties.


c.	The net deferred tax asset was primarily related to the recognition of differences between certain tax and book bases of assets and liabilities related to purchase accounting along with federal and state net operating losses that was expected to be realizable after acquisition.


d.	Goodwill represents the excess of purchase price over the fair value of acquired net assets.


e.	The adjustment for other intangibles reflects the estimated value of the acquired CDI. CDI is the present value of the difference between a market participant's cost of obtaining alternative funds and the cost to maintain the acquired deposit base.


f.	Adjustments to other assets represent the elimination of certain deferred items and other adjustments required to reflect the estimated fair values of other assets at the acquisition date.


g.	The fair value adjustment to deposits of $256 reflects an estimated time deposit premium, indicating that, in aggregate, then current market rates were lower than contractual rates.

On February 1, 2012, a transaction was completed whereby Piedmont purchased the remaining non-controlling interest in Legacy VantageSouth and simultaneously merged Rowan into Legacy VantageSouth. Piedmont purchased all remaining shares of Legacy VantageSouth common stock from non-controlling shareholders for an aggregate purchase price of approximately $4,800, or $4.35 per share. Following this transaction, Piedmont wholly owned the combined Legacy VantageSouth except for directors' qualifying shares.

Because Piedmont purchased the remaining non-controlling common stock of Legacy VantageSouth with this transaction, push-down accounting was applied to Legacy VantageSouth so that the basis reported in Legacy VantageSouth’s financial statements from that date forward reflected Piedmont’s basis in Legacy VantageSouth. Push-down accounting increased Legacy VantageSouth's total shareholders' equity by $312, which represented the difference between Piedmont's basis and Legacy VantageSouth's historical basis in the equity of the bank. The unamortized balance of Legacy VantageSouth's CDI totaled $362 and was recognized at the push-down date. The merger of Legacy VantageSouth and Rowan was a merger of commonly controlled companies and was accounted for in a manner similar to a pooling of interests transaction. Thus, the combined company's financial results were retrospectively adjusted to combine the financial statement balances of Legacy VantageSouth and Rowan beginning on April 19, 2011, the date the two companies became commonly controlled by Piedmont.

Merger of Legacy VantageSouth into Crescent Financial

On November 30, 2012, the Company completed the merger of Legacy VantageSouth into Crescent State Bank in a share exchange. All outstanding Legacy VantageSouth shares of common stock were converted into Crescent Financial's shares at a 5.3278 exchange ratio for a total transaction value of approximately $35,000. At the time of merger, Piedmont owned all outstanding shares of Legacy VantageSouth except for directors' qualifying shares. Piedmont owned approximately 90 percent of the Company's outstanding common stock following the merger.

Pro Forma Financial Information

The table below presents pro forma information as if Piedmont's acquisitions of Rowan and Crescent Financial had occurred at the beginning of the earliest period presented, which was January 1, 2011, and as if both of these companies together with Legacy VantageSouth began operating under the common control of Piedmont at that point. Adjustments have been made to balances reported in these consolidated financial statements for the following transactions: (1) the impact of push-down accounting to Legacy VantageSouth's financial results prior to the actual push-down accounting date of February 1, 2012, (2) the historical balances of Rowan prior to Piedmont's acquisition of that company on April 19, 2011, and (3) the historical balances of Crescent Financial prior to Piedmont's acquisition of that company on November 18, 2011. In addition, the 2012 Successor and Predecessor Periods have been combined since the pro forma information reflects Piedmont's accounting basis for all periods and for all acquired companies. No adjustments, including purchase accounting fair value adjustments, have been made to the predecessor historical balances of Rowan or Crescent Financial prior to their acquisitions by Piedmont for purposes of this pro forma information. The pro forma financial information is not indicative of the results of operations that would have occurred had the transactions been effected on the assumed date.



	2012		2011

Net interest income	$	40,902	$	34,918

Net income (loss)	$	4,292	$	(14,695	)

Net income (loss) available to common stockholders	$	2,824	$	(16,416	)

Basic income (loss) per common share	$	0.08	$	(1.51	)

Diluted income (loss) per common share	$	0.08	$	(1.51	)

Weighted average basic common shares outstanding	35,706,494		10,858,223

Weighted average diluted common shares outstanding	35,778,712		10,858,223

Proposed ECB Bancorp, Inc. Merger

On September 25, 2012, the Company entered into a merger agreement with ECB Bancorp, Inc. ("ECB"). Pursuant to the ECB merger agreement, ECB will merge with and into Crescent Financial, which will be the surviving bank holding corporation in the merger. Immediately following the merger, The East Carolina Bank, a North Carolina banking corporation and a wholly-owned subsidiary of ECB, will be merged with and into VantageSouth Bank. At the time of the merger, ECB's outstanding shares of common stock will be converted into the right to receive 3.55 shares of the common stock of the Company. Based on the Company's closing stock price on March 22, 2013, the proposed purchase price would total $43,930.

The merger has received all regulatory and stockholder approvals and is expected to be completed in April 2013. ECB is a bank holding company, headquartered in Engelhard, North Carolina. The East Carolina Bank has twenty-five branch offices in eastern North Carolina stretching from the Virginia to South Carolina state lines east of Interstate 95. ECB offers a full range of financial services, including mortgage, agricultural banking and wealth management services.

The table below presents ECB's unaudited condensed balance sheet as of December 31, 2012. These amounts reflect ECB's historical basis in the assets and liabilities. The Company will estimate fair values of assets acquired, liabilities assumed, and non-controlling interests at acquisition and will record goodwill for the amount by which the purchase price and fair value of non-controlling interests exceed the fair value of net assets or a bargain purchase gain for the amount by which the fair value of net assets exceeds the purchase price and fair value of non-controlling interests.



	December 31, 2012
Assets:
Cash and cash equivalents	$	36,081
Investment securities available for sale	294,771
Loans, net	503,016
Other assets	65,755
Total assets	$	899,623

Liabilities and Shareholders' Equity:
Deposits	$	751,666
Short-term borrowings and long-term debt	58,942
Other liabilities	5,550
Total liabilities	816,158
Shareholders' equity	83,465
Total liabilities and shareholders' equity	$	899,623