SC 13G 1 ls13g-carolinas_ejf.htm ls13g-carolinas_ejf.htm
 
 
 

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934


Bank of the Carolinas Corporation
(Name of Issuer)
 
Common Stock, no par value
(Title of Class of Securities)
 
06425J102
(CUSIP Number)
 

July 16, 2014
(Date of Event which Requires Filing of this Statement)
 


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)
 
ý Rule 13d-1(c)
 
¨ Rule 13d-1(d)

 
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
CUSIP No. 06425J102
13G
 

1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
    EJF Capital LLC
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) x
(b) o
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
    Delaware
NUMBER OF
SHARES
5
SOLE VOTING POWER
 
0
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
44,935,687
EACH
REPORTING
7
SOLE DISPOSITIVE POWER
 
0
PERSON
WITH
8
SHARED DISPOSITIVE POWER
 
44,935,687
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
44,935,687
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)      o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
9.8%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IA
 
 
 
 
 
CUSIP No. 06425J102
13G
 
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
    Emanuel J. Friedman
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) x
(b) o
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
    United States
NUMBER OF
SHARES
5
SOLE VOTING POWER
 
0
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
44,935,687
EACH
REPORTING
7
SOLE DISPOSITIVE POWER
 
0
PERSON
WITH
8
SHARED DISPOSITIVE POWER
 
44,935,687
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
44,935,687
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)      o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
9.8%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
 
 
 
 
CUSIP No. 06425J102
13G
 

1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
            EJF Financial Opportunities Master Fund, LP
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) x
(b) o
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
            Cayman Islands
NUMBER OF
SHARES
5
SOLE VOTING POWER
 
0
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
5,090,587
EACH
REPORTING
7
SOLE DISPOSITIVE POWER
 
0
PERSON
WITH
8
SHARED DISPOSITIVE POWER
 
5,090,587
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,090,587
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
               1.11%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
 
 
 
 
CUSIP No. 06425J102
13G
 

1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
            EJF Financial Opportunites GP, LLC
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) x
(b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
            Delaware
NUMBER OF
SHARES
5
SOLE VOTING POWER
 
0
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
5,090,587
EACH
REPORTING
7
SOLE DISPOSITIVE POWER
 
0
PERSON
WITH
8
SHARED DISPOSITIVE POWER
 
5,090,587
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,090,587
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
1.11%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
CO
 
 
 
 
 
 
 
 
 
CUSIP No. 06425J102
13G
 

1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
EJF Sidecar Fund, Series LLC - Series D
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) x
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
5
SOLE VOTING POWER
 
 
0
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
 
4,797,238
EACH
REPORTING
7
SOLE DISPOSITIVE POWER
 
 
0
PERSON
WITH
8
SHARED DISPOSITIVE POWER
 
 
4,797,238
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
4,797,238
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
1.04%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 
Item 1. (a)                      Name of Issuer

Bank of the Carolinas Corporation
  
Item 1. (b)                      Address of Issuer’s Principal Executive Offices

135 Boxwood Village Drive
Mocksville, NC 27028
  
Item 2. (a)                      Name of Person Filing

This Schedule 13G is being filed on behalf of the following persons (the “Reporting Persons”)*:
 
(i)
EJF Capital LLC;
(ii)
Emanuel J. Friedman;
(iii) EJF Financial Opportunities Master Fund, LP
(iv) EJF Financial Opportunities GP, LLC; and
(v) EJF Sidecar Fund, Series LLC – Series D
 
*Attached as Exhibit A is a copy of an agreement among the Reporting Persons that this Schedule 13G is being filed on behalf of each of them.
 
Item 2. (b)                      Address of Principal Business Office or, if None, Residence

EJF Capital LLC
2107 Wilson Boulevard
Suite 410
Arlington, VA 22201

Emanuel J. Friedman
2107 Wilson Boulevard
Suite 410
Arlington, VA 22201

EJF Financial Opportunities Master Fund, LP
2107 Wilson Boulevard
Suite 410
Arlington, VA 22201

EJF Financial Opportunities GP, LLC
2107 Wilson Boulevard
Suite 410
Arlington, VA 22201
 
EJF Sidecar Fund, Series LLC – Series D
2107 Wilson Boulevard
Suite 410
Arlington, VA 22201

Item 2.  (c)           Citizenship

See Item 4 of the attached cover pages.
 
Item 2.  (d)           Title of Class of Securities

Common Stock, no par value (“Common Stock”)

Item 2.  (e)           CUSIP Number
 
06425J102

Item 3.                   If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

Not Applicable.
 
Item 4.                   Ownership

(a)
Amount beneficially owned:
   
 
See Item 9 of the attached cover pages.
   
(b)
Percent of class:
   
 
See Item 11 of the attached cover pages.
   
(c)
Number of shares as to which such person has:
   
 
(i)
Sole power to vote or to direct the vote:
   
   
See Item 5 of the attached cover pages.
   
 
(ii)
Shared power to vote or to direct the vote:
   
   
See Item 6 of the attached cover pages.
   
 
(iii)
Sole power to dispose or to direct the disposition:
   
   
See Item 7 of the attached cover pages.
   
 
(iv)
Shared power to dispose or to direct the disposition:
   
   
See Item 8 of the attached cover pages.

Each of EJF Sidecar Fund, Series LLC – Series D and EJF Financial Opportunities Master Fund, LP is the record owner of the shares of Common Stock shown on item 9 of its respective cover page.

EJF Financial Opportunities GP, LLC serves as the general partner of EJF Financial Opportunities Master Fund, LP and may be deemed to share beneficial ownership of the shares of Common Stock of which EJF Financial Opportunities Master Fund, LP is the record owner.

EJF Capital LLC is the sole member and manager of EJF Financial Opportunities GP, LLC and may be deemed to share beneficial ownership of the shares of Common Stock of which such entity may share beneficial ownership.  EJF Capital LLC also serves as the manager of EJF Sidecar Fund, Series LLC – Series D and various other managed accounts and may be deemed to share beneficial ownership of the shares of Common Stock of which EJF Sidecar Fund, Series LLC – Series D is the record owner and the 35,047,862 shares of Common Stock of which the various other managed accounts are the record owners.

Emanuel J. Friedman is the controlling member of EJF Capital LLC and may be deemed to share beneficial ownership of the shares of Common Stock over which EJF Capital LLC may share beneficial ownership.
 
Item 5.                      Ownership of Five Percent or Less of a Class

Not Applicable.
 
Item 6.                      Ownership of More than Five Percent on Behalf of Another Person

See Item 4. Several third parties have entered into separate investment management agreements with EJF Capital LLC which grant EJF Capital LLC investment and voting authority over the Common Stock held by such third parties.  Such third parties have the right to receive dividends from, and proceeds from the sale of, such securities, subject to the terms of such investment management agreements.  One of those third parties is BSOF Master Fund L.P., which is the record owner of 29,957,275 shares of Common Stock.

Item 7.                      Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

Not Applicable.

Item 8.                      Identification and Classification of Members of the Group

The filing persons may be deemed to be members of a group.

Item 9.                      Notice of Dissolution of Group

Not Applicable.

Item 10.                    Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under Section 240.14a-11.
 
 
 
 

SIGNATURE


After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  July 23, 2014
 
 
EJF CAPITAL LLC
 
 
By:
/s/ Neal J. Wilson
 
Name:
Neal J. Wilson
 
Title:
Chief Operating Officer
 
 
 
EMANUEL J. FRIEDMAN
 
 
By:
/s/ Emanuel J. Friedman
 
Name:
Emanuel J. Friedman
 
 
 
 
 
 
EJF FINANCIAL OPPORTUNITES MASTER FUND, LP
 
 
By:
Its:
EJF FINANCIAL OPPORTUNITES GP, LLC
General Partner
 
 
By:
Its:
EJF CAPITAL LLC
Sole Member
 
 
By:
/s/ Neal J. Wilson
 
Name:
Neal J. Wilson
 
Title:
Chief Operating Officer
 
 
 
EJF FINANCIAL FINANCIAL OPPORTUNITES GP, LLC
 
 
By:
Its:
EJF CAPITAL LLC
Sole Member
 
 
By:
/s/ Neal J. Wilson
 
Name:
Neal J. Wilson
 
Title:
Chief Operating Officer
 
 
EJF SIDECAR FUND, SERIES LLC – SERIES D
 
 
By:
Its:
EJF CAPITAL LLC
Manager
 
 
By:
/s/ Neal J. Wilson
 
Name:
Neal J. Wilson
 
Title:
Chief Operating Officer
 
 
 
 
 
EXHIBIT A


The undersigned, EJF Capital LLC, a Delaware limited liability company, Emanuel J. Friedman, EJF Financial Opportunities Master Fund, LP, a Delaware limited partnership, EJF Financial Opportunities GP, LLC, a Delaware limited liability company and EJF Sidecar Fund, Series LLC – Series D, a Delaware limited liability company, hereby agree and acknowledge that the information required by this Schedule 13G, to which this Agreement is attached as an exhibit, is filed on behalf of each of them.  The undersigned further agree that any further amendments or supplements thereto shall also be filed on behalf of each of them.

Dated:  July 23, 2014
 
 
 
EJF CAPITAL LLC
 
 
By:
/s/ Neal J. Wilson
 
Name:
Neal J. Wilson
 
Title:
Chief Operating Officer
 
EMANUEL J. FRIEDMAN
 
 
By:
/s/ Emanuel J. Friedman
 
Name:
Emanuel J. Friedman
 
 
 
 
EJF FINANCIAL OPPORTUNITES MASTER FUND, LP
 
 
By:
Its:
EJF FINANCIAL OPPORTUNITES GP, LLC
General Partner
 
 
By:
Its:
EJF CAPITAL LLC
Sole Member
 
 
By:
/s/ Neal J. Wilson
 
Name:
Neal J. Wilson
 
Title:
Chief Operating Officer
 
EJF FINANCIAL FINANCIAL OPPORTUNITES GP, LLC
 
 
By:
Its:
EJF CAPITAL LLC
Sole Member
 
 
By:
/s/ Neal J. Wilson
 
Name:
Neal J. Wilson
 
Title:
Chief Operating Officer
 
EJF SIDECAR FUND, SERIES LLC – SERIES D
 
 
By:
Its:
EJF CAPITAL LLC
Manager
 
 
By:
/s/ Neal J. Wilson
 
Name:
Neal J. Wilson
 
Title:
Chief Operating Officer