Banking and Finance Law Daily Wrap Up, MERGERS AND ACQUISITIONS—Center for Responsible Lending objects to OppFi and BNCCORP merger application, (Aug 6, 2026)
Organizations Mentioned:BNC National Bank | BNCCORP, Inc. | Center for Responsible Lending | National Community Reinvestment Coalition | Office of the Comptroller of the Currency | OppFi National Bank | Opportunity Financial Inc. | Rise Economy | Woodstock Institute
By A. Bryan Gerepka
The group says the “set-up-to-fail” nature of OppFi’s high-cost lending does not belong in a regulatory regime that is not structured to evaluate or tolerate exploitative lending.
The Federal Deposit Insurance Corporation should deny the proposed merger of Opportunity Financial Inc. (OppFi) and BNCCORP, Inc. because it significantly fails to meet statutory factors under the Bank Merger Act (BMA), according to the Center for Responsible Lending (CRL). If the FDIC is not persuaded on the face of the application that the merger should be disapproved, “we request a public hearing to fully develop the record and allow an opportunity for the public to be heard on this matter,” the group continued.
Background. Chicago-based OppFi is seeking to acquire Bismark, North Dakota-based BNCCORP, Inc. and thereby indirectly acquire BNC National Bank, which is based in Glendale, Ariz. The plan is to merge the banks and create a bank holding company called OppFi National Bank. The FDIC set an Aug. 12 deadline for comments on the merger application.
In a comment letter dated July 31, 2026, sent to FDIC Chairman Travis Hill, CRL outlined its objections amid concerns about OppFi’s business model. In particular, the group wrote, the set-up-to-fail nature of OppFi’s high-cost lending does not belong in a regulatory regime that is not structured to evaluate or tolerate exploitative lending.
CRL joins more than 100 advocacy groups that have objected to the proposed merger. They include the National Community Reinvestment Coalition (NCRC), Woodstock Institute, and Rise Economy, which have sent a letter urging the FDIC, Office of the Comptroller of the Currency, and the Federal Reserve Board to reject the merger application (see Banking and Finance Law Daily, July 31, 2026)
Merger Fails BMA Test. The group stated that OppFi fails to meet the BMA, citing 12 U.S.C. § 1828(c), which requires federal banking agencies to evaluate proposed merger transactions using six core statutory factors: competitive effects, financial resources, managerial resources, prospects, convenience and needs of the community, and systemic financial stability.
OppFi’s business practices are a risk to systemic financial stability because current regulatory structures are ill fitted to evaluate them. Federal regulators should not extend banking privileges such as deposit insurance, bank holding companies, and national bank charters to a fintech that operates like OppFi.
The company boldly advertises on its website personal installment loans, with annual percentage rates (APRs) of up to 195 percent on loans ranging from $500–$5,000. The company also reported a 49 percent charge-off rate in 2025, and repeated refinances of existing loans. Accommodating this business model and product type in “our regulatory system while protecting the public requires further analysis and potentially developing new means of evaluating fintechs that seek bank charters,” the group stated.
Granting banking privileges to high-cost fintechs risks a flood of financial institutions offering high-cost loans to the detriment of systemic stability. The CRL warned that granting banking privileges to OppFi risks a “race to the bottom effect” for other entities wishing to circumvent state usury caps. This could lead to a flood of lenders entering the banking system and using deposits to fund risky operations, a scenario that is not unlike the mortgage lending boom that preceded the 2008 financial crisis.
OppFi fails to meet the convenience and needs of communities served. The company is “apparently already marketing its high-cost loans in Arizona and North Dakota where BNC is based, and in Utah where the proposed new entity will be based,” the group observed.
Based on a review of the application, CRL noted that OppFi intends to use BNC’s branches to expand its loan products, potentially displacing traditional BNC’s personal loans. Further, OppFi intends to introduce small business loans offered by Bitty--a company in which OppFi currently has a minority interest with an option to acquire control. Bitty offers “revenue-based financing”—a term that refers to “merchant cash advances,” which have generally been viewed as the small business equivalent of payday loans, the CRL observed, CRL stressed. Again, there is a large risk that these loans will displace BNC’s traditional small business loans as a way of serving its communities. OppFi also makes it clear in its application and in public statements that it intends to extend the reach of its high-cost, predatory loans across the entire country, the group added.
Request for Public Hearing. CRL called on the FDIC to “carefully explore,” in a public hearing, what, if anything, are OppFi plans for the current suite of products that BNC offers its communities as well as its approach to BNC’s underwriting philosophy. Will OppFi continue to offer the current suite of checking account products or will it seek to develop products that are highly dependent on overdraft fees? Will it displace BNC’s personal loan products with OppFi loans or BNC’s small business loans with Bitty loans? the group asked.
The group also urged the FDIC to evaluate OppFi’s treatment of loan charge-offs and refinancings. The group questioned whether OppFi is masking defaults by treating loans that are refinanced as part of the vintage in which they are originated. What is OppFi’s charge-off rate both as a percentage of the number of loans originated and as a percentage of average outstanding balances on a given vintage? This evaluation will enable the FDIC to assess the extent to which OppFi’s reported charge-off rate masks the true charge-off rate by growing receivables and refinancing loans, CRL stated. In addition, what is OppFi’s early payment default rate and what is the rollover rate from early- to late-stage delinquency?
The group also requested an analysis of the Bitty loans that OppFi plans to market both in branch and nationally. How are they priced? What is their loss experience on a vintage basis, and how do they compare to BNC’s small business loans?
Companies: BNCCORP, Inc.; BNC National Bank; Center for Responsible Lending; National Community Reinvestment Coalition; OppFi National Bank; Opportunity Financial Inc.; Rise Economy; Woodstock Institute
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