OppFi has withdrawn its applications to the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System and the Federal Deposit Insurance Corporation for its proposed acquisition of BNC National Bank and its parent company, BNCCORP, the company said in a press release on 3 November.
OppFi said it was unable to engage with the regulators to address potential concerns because of communication restrictions in the application process and what it called the regulators' “lack of articulated objective standards” for evaluating businesses. “We believe that our applications satisfied the existing statutory criteria for approval, but there is a lack of clearly articulated standards by which those criteria are being used to evaluate our applications and the proposed combination with BNC,” said Todd Schwartz, OppFi's chief executive and executive chairman.
A CALL FOR STANDARDS
OppFi urged federal regulators to “expeditiously articulate clear standards that will allow innovative community banks and financial technology platforms to combine”. OppFi said it plans to engage with federal regulators to advocate for such standards.
The company reaffirmed its revised full-year 2026 guidance of total revenue between US$600 million and US$610 million, adjusted net income between US$115 million and US$120 million and adjusted earnings per share between US$1.34 and US$1.40. OppFi said it was confident it could create long-term value “regardless of whether we do so under a national banking charter”.
THE APRIL AGREEMENT
Chicago-based OppFi announced the US$130 million cash-and-stock deal on 29 April. Under its terms, BNCCORP (BNCC) stockholders would receive US$19.375 per share in cash and 1.90 shares of OppFi Class A common stock for each BNCC share, about 1.2 times BNCC's book value of US$107 million at 31 December 2025.
BNC National Bank is a community-focused commercial bank headquartered in Glendale, Arizona, with about US$1.1 billion in total assets and US$1.0 billion in deposits at 31 December 2025, serving customers across North Dakota and Arizona. When the deal was announced, Schwartz confirmed that the merger would allow OppFi to operate in all 50 states.
OppFi had projected savings of at least US$60 million in the first year after closing, rising to over US$115 million by year three, and expected the deal to close in the fourth quarter of 2026. BNCCORP said in a 17 September release that its shareholders had approved the sale, with completion still subject to regulatory approvals.
CRITICS AND A PEER CASE
Critics said at the time that the charter would allow OppFi to circumvent state laws limiting interest rates, and Lauren Saunders, a senior attorney at the National Consumer Law Center, said that “with a national bank charter, OppFi could charge whatever rates it wants”. Schwartz countered that OppFi provides credit to consumers who often cannot get loans from traditional banks.
On 30 September, Senators Chris Van Hollen and Elizabeth Warren wrote to OppFi saying it should withdraw its application; they said its business model is based on “predatory lending practices”, such as triple-digit interest rates. On an earnings call on 28 October, Schwartz said OppFi was “hopeful that we can get this resolved by Q4.”
Enova, another online financial services company, said on 14 September that it had withdrawn its bank regulatory applications for its proposed acquisition of Grasshopper Bancorp. Enova has said the process is “susceptible to political pressure and outside advocacy.”
THE TGB VIEW
Two online finance companies have now withdrawn bank regulatory applications for bank acquisitions within two months of each other, Enova on 14 September and OppFi on 3 November. OppFi's target, BNC National Bank, is a community-focused commercial bank, and TGB's United States market profile counts 4,238 FDIC-insured institutions at end-June 2026, down from 4,421 a year earlier as mergers thinned the community-bank tier, which still makes up 90% of institutions.
Bank news that matters, every weekday.
Follow The Global Banker on LinkedIn