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As filed with the United States Securities and Exchange Commission on September 21, 2017

August 24, 2020

Registration Statement No. 333[-]

333-    

UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549

FORM

Form S-3


REGISTRATION STATEMENT


UNDER


THE SECURITIES ACT OF 1933

COMMERCE UNION BANCSHARES, INC.

Reliant Bancorp, Inc.
(Exact name of registrant as specified in its charter)

________________

Tennessee

37-1641316


(State or other jurisdiction of incorporation or organization)

37-1641316
(I.R.S. Employer Identification Number)

1736 Carothers Parkway, Suite 100
Brentwood, Tennessee 37027
(615) 384-3357221-2020
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

________________

DeVan D. Ard, Jr.
President
Chairman and Chief Executive Officer
Commerce Union Bancshares,
Reliant Bancorp, Inc.
1736 Carothers Parkway, Suite 100
Brentwood, Tennessee 37027
615-221-2020
(615) 221-2020
(Name, address, including zip code, and telephone number, including area code, of agent for service)

________________

Copy to:
Elizabeth W. SimsDavid A. Bartz


Adam G. Smith
Butler Snow LLP
150 3rd3rd Avenue South,
Suite 1600

Nashville, Tennessee 37201
(615) 651-6733

________________

651-6700

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If the only securities being registered on this formForm are being offered pursuant to dividend or interest reinvestment plans, please check the following box: box.  

If any of the securities being registered on this formForm are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.

If this formForm is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. offering:  

If this formForm is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  

If this formForm is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  

If this formForm is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”filer,” “smaller reporting company” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

 ☐
Accelerated filer

Non-accelerated filer
 ☐

Smaller reporting company

(Do not check if a smaller reporting company)

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act.  

CALCULATION OF REGISTRATION FEE

     

Title of Each Class of Securities to be Registered

Amount to be
Registered

(1) (2)

 

Proposed Maximum
Offering Price Per
Share (3)

Proposed Maximum
Aggregate Offering
Price (1) (2)

Amount of

Registration Fee (3)

Common stock

1,137,000

$22.92

$26,060,040

$3,020.36

Title of Each Class of
Securities to be Registered
Amount to be
Registered(1)(2)(3)
Proposed Maximum
Offering Price Per Unit(2)
Proposed Maximum
Aggregate Offering Price(1)(2)(3)
Amount of
Registration Fee
Common stock
Preferred stock
Debt securities(4)
Depositary shares
Warrants
Units(5)
Purchase Contracts
Rights
Total
$100,000,000
N/A
$100,000,000
$12,980(6)

(1)


Represents shares of common stock, par value $1.00 per share, of the registrant being registered for resale by the selling shareholders named in this registration statement or any permitted transferee, assignee, or successor-in-interest thereof.

(2)

In the event of a stock split, reverse stock split, stock dividend, or similar transaction involving the registrant’s common stock, theThe Registrant is hereby registering an indeterminate amount and number of shares registered shalleach identified class of its securities up to a proposed maximum aggregate offering price of $100,000,000, which may be automatically adjustedoffered from time to covertime in unspecified numbers at unspecified prices. The Registrant has estimated the additional shares of the registrant’s common stock issuable pursuant to Rule 416 under the Securities Act of 1933.

(3)

Estimatedproposed maximum aggregate offering price solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”). Securities registered hereunder may be sold separately, together or as units with other securities registered hereunder.

(2)
Certain information as to each class of securities to be registered is not specified, in accordance with Rule 457(c), based onGeneral Instruction II.D to Form S-3 under the average highSecurities Act.
(3)
The Registrant is hereby registering such indeterminate amount and low pricesnumber of each identified class of the registrant’s common stockidentified securities as reportedmay be issued upon conversion, exchange, or exercise of any other securities that provide for such conversion, exchange or exercise.
(4)
May consist of one or more series of senior or subordinated debt.
(5)
Each unit will be issued under a unit agreement and will represent an interest in two or more other securities, which may or may not be separable from one another.
(6)
Calculated pursuant to Rule 457(o) under the Securities Act. Pursuant to Rule 457(p) under the Securities Act, the total amount of the filing fee payable in connection with this Registration Statement is $4,287.50. The Registrant has previously paid $8,692.50 with respect to $75,000,000 aggregate initial offering price of securities previously registered and remaining unissued under the Registration Statement on Form S-3 (333-216660), initially filed by the Nasdaq Capital MarketRegistrant on September 19, 2017.

March 13, 2017 (the “2017 Registration Statement”). Pursuant to Rule 457(p), such unutilized filing fees from the 2017 Registration Statement are being applied to the filing fee payable pursuant to this Registration Statement.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until thethis registration statement shall become effective on such date as the Securities and Exchange Commission acting pursuant to said Section 8(a), may determine.


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The information in this preliminary prospectus is not complete and may be changed. We may not sell any of these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities in any jurisdiction state where the offer or sale is not permitted.

Subject to completion, dated September 21, 2017

Prospectus

1,137,000 Shares

SUBJECT TO COMPLETION, DATED AUGUST 24, 2020
PROSPECTUS
Reliant Bancorp, Inc.
$100,000,000
Common Stock

This prospectus relates to the

Preferred Stock
Debt Securities
Depositary Shares
Warrants
Units
Purchase Contracts
Rights
We may offer, for sale of 1,137,000 shares of common stock, par value $1.00, of Commerce Union Bancshares, Inc., a bank holding company headquartered in Brentwood, Tennessee, by the selling shareholders identified below in this prospectus or in any supplement to this prospectus or any permitted transferee, assignee, or successor-in-interest of any selling shareholder. For a more detailed description of the selling shareholders, see “Selling Shareholders” below.

We are not selling any of the shares described in this prospectus,issue, and accordingly, we will not receive any proceeds from the sale of any of the shares by the selling shareholders hereunder. The selling shareholders will receive all of the net proceeds from the sale of the shares.

The shares may be offeredsell from time to time, bytogether or separately, in one or more offerings any combination of the selling shareholders for their own account as described under “Plan(i) common stock, (ii) preferred stock, which we may issue in one or more series, (iii) debt securities (both senior or subordinated), (iv) depositary shares, (v) warrants, (vi) units, (vii) purchase contracts, and (viii) rights, up to a maximum aggregate offering price of Distribution” below.$100,000,000. Our debt securities may consist of debentures, notes, or other types of debt. The selling shareholderssecurities we may offer the shares for sale to or through underwriters, broker-dealers, or agents, who may receive compensation in the form of commissions, discounts, or concessions. The selling shareholders may sell the shares at any time at fixed prices that may be changed,convertible, exercisable, or exchangeable for other securities of ours. The preferred stock may be represented by depositary shares.

We will offer the securities in amounts, at prices, and on terms to be determined by market prices prevailingconditions at the time of sale, at prices relatedthe offering. We will provide the specific terms of these securities in supplements to prevailing market prices, at varying prices determined at the time of sale,this prospectus. The prospectus supplements also may add, update, or at prices otherwise negotiated.change information contained in this prospectus. This prospectus describesmay not be used to sell securities unless accompanied by a prospectus supplement describing the general manner in whichmethod and terms of the shares may be offeredoffering. You should read this prospectus and soldany accompanying prospectus supplement together with the additional information described under the heading “Incorporation of Certain Documents by the selling shareholders. If necessary, the specific manner in which the shares may be offered or sold will be described in a supplement to this prospectus.

We are an “emerging growth company” as defined in the Jumpstart Reference” carefully before you invest.

Our Business Startups Act of 2012 and, as a result, are subject to reduced public company disclosure standards. See “Implications of Being an Emerging Growth Company” below.

Shares of our common stock areis listed for trading on the Nasdaq Capital Market under the trading symbol “CUBN.” On September 19, 2017, the last sale price of the shares as reported on the Nasdaq Capital Market was $22.95 per share.

(“Nasdaq”) under the symbol “RBNC.”

You are urged to obtain current market quotations for the common stock. Each prospectus supplement will indicate if the securities offered thereby will be listed on any securities exchange.
We may offer and sell these securities to or through one or more underwriters, dealers, or agents, or directly to purchasers, on a continuous or a delayed basis. The prospectus supplement for each offering of securities will describe in detail the plan of distribution for that offering. If our agents or any dealers or underwriters are involved in the sale of the securities, the applicable prospectus supplement will set forth the names of the agents, dealers, or underwriters, and any applicable commissions or discounts. For general information about the distribution of securities offered, see “Plan of Distribution” in this prospectus.
Investing in our common stocksecurities involves risks. SeeYou should carefully consider the risk factors set out under the heading “Risk Factors” on page 7 in this prospectus and set forth in the documents incorporated or deemed incorporated by reference herein together with any information set forth in a “Risk Factors” section beginning on page 11 of this prospectus. You should also review the “Risk Factors” discussedany applicable prospectus supplement before making any decision to invest in our most recent annual report on Form 10-K for the year ended December 31, 2016, in our quarterly reports on Form 10-Q, and in the other documents we file from time to time with the Securities and Exchange Commission for a discussion of certain risks that you should consider before investing in our common stock.

securities.

Neither the Securities and Exchange Commission nor any otherstate securities commission or regulatory body has approved or disapproved of the shares of our common stock offered herebythese securities or passed upon the adequacydetermined if this prospectus is truthful or accuracy of this prospectus.complete. Any representation to the contrary is a criminal offense.


Shares of our common stock The securities are not savings accounts, deposits, or other obligations of any bank and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.

This prospectus is not an offer to sell any securities other than the shares of our common stock offered hereby. This prospectus is not an offer to sell securities in any jurisdictions or in any circumstances in which such an offer is unlawful.

The date of this prospectus is , 2017.

August 24, 2020.


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TABLE OF CONTENTS

TABLE OF CONTENTS

i

1

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

5

RISK FACTORS

12

USE OF PROCEEDS

15

SELLING SHAREHOLDERS

15

DESCRIPTION OF OUR COMMON STOCK

16

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES FOR NON-U.S. HOLDERS OF COMMON STOCK

19

PLAN OF DISTRIBUTION

23

LEGAL MATTERS

25

EXPERTS

25

WHERE YOU CAN FIND MORE INFORMATION

25

26

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ABOUT THIS PROSPECTUS

Unless the context requires otherwise, in this prospectus we use the terms “we,” “us,” “our,” “Reliant,” “Reliant Bancorp,” and the “Company” to refer to Reliant Bancorp, Inc. The term “Bank” refers to our wholly-owned bank subsidiary, Reliant Bank.
This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission or(the “SEC”) under the SEC, usingSecurities Act of 1933, as amended (the “Securities Act”), utilizing a “shelf” registration process. Under this shelf registration statement, certain of our shareholdersprocess, we may, offer and sell, from time to time, andsell the securities or combinations of the securities described in this prospectus in one or more offerings, either separately or together, sharesofferings. This prospectus provides you with a general description of our common stock as described in this prospectus and in any applicable prospectus supplement.

the securities that we may offer. Each time any of the selling shareholders sell any of the shares offered hereby, we mayoffer securities, we will provide a prospectus supplement containingthat will contain specific information about the terms of the offering of such shares. The prospectus supplement may include a discussion of any risk factors or other special considerations that apply to the shares at the time of such offering. The prospectus supplement also may also add, update, or change the information contained in this prospectus. If there is any inconsistency between the information in this prospectus (including the information in the documents incorporated by reference herein) and information in any prospectus supplement, you should rely on the information in the applicable prospectus supplement as it will control. You should carefully read both this prospectus and any applicable prospectus supplement together with the additional information described under the headingheadings “Where You Can Find More Information” and the information in the documents incorporated herein by reference as described under the heading “Incorporation of Certain Documents by Reference” before investingReference.”

We may sell the securities (a) through agents; (b) through underwriters or dealers; (c) directly to one or more purchasers; or (d) through a combination of any of these methods of sale. We, as well as any agents acting on our behalf, reserve the sole right to accept or to reject in whole or in part any proposed purchase of our securities. See “Plan of Distribution” below. A prospectus supplement (or pricing supplement) will provide the names of any underwriters, dealers, or agents involved in the shares offered hereby.

sale of the securities, and any applicable fee, commission, or discount arrangements with them.

You should rely only on the information contained in or incorporated by reference in this prospectus and in any applicable prospectus supplement when deciding whether to invest in the shares offered hereby.supplement. We have not and no selling shareholder has, authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making offers to sell or solicitations to buy the securities in any jurisdiction in which an offer or solicitation is not authorized or in which the person making that offer or solicitation is not qualified to do so or to anyone to give oralwhom it is unlawful to make an offer or written information aboutsolicitation. You should not assume that the information in this offering, our company,prospectus or any selling shareholder,prospectus supplement, or the shares offered herebyinformation we have previously filed with the SEC that is different from the information included or incorporatedwe incorporate by reference in this prospectus or any applicableprospectus supplement, to this prospectus. If anyone provides you with different information, you should not rely on it. You should assume that the information contained in this prospectus is accurate only as of theany date on the front cover of this prospectus.other than its respective date. Our business, financial condition, results of operations, and prospects may have changed since that date.

References in this prospectus to “our company,” “we,” “us” and “our” are to Commerce Union Bancshares, Inc.

IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY

As a company with less than $1.07 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” under the Jumpstart Our Business Startups Actdates of 2012, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to other public companies. As an emerging growth company:

we are required to include only two years of audited financial statements in our annual report, in addition to any required unaudited interim financial statements, with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure;

we are exempt from the requirement to provide an attestation from our auditors on management’s assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002, as amended;

we are permitted to provide less extensive disclosure regarding our executive compensation arrangements pursuant to the rules applicable to smaller reporting companies; and

we are not required to hold nonbinding advisory votes on executive compensation or golden parachute arrangements.

We may take advantage of these provisions for up to five years from the completion of our initial public offering in January 2015 unless we earlier cease to be an emerging growth company. We will cease to be an emerging growth company if we have more than $1.07 billion in annual gross revenues, have more than $700.0 million in market value of our common stock held by non-affiliates, or issue more than $1.0 billion of non-convertible debt in a three-year period. We have elected to take advantage of certain of the reduced reporting and other requirements of the JOBS Act with respect to the periodic reports we file with the SEC and proxy statements that we use to solicit proxies from our shareholders.

isuch information.

Table of ContentsWHERE YOU CAN FIND MORE INFORMATION

In addition, the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies

We are required to complyfile annual, quarterly, and current reports, proxy statements, and other information with the new or revised financial accounting standards.SEC. The JOBS Act providesSEC maintains an Internet site that a company can elect to opt out of the extended transition periodcontains reports, proxy statements and complyother information about registrants, like us, that have been filed electronically with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such an extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company,SEC. You can adoptaccess the new or revised standardSEC’s Internet site at the time private companies adopt the new or revised standard. This may make our financial statements not comparable with those of another public company that is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period because of the potential differences in accounting standards used.

ABOUT COMMERCE UNION BANCSHARES, INC.

Commerce Union Bancshares, Inc. is a bank holding company registered under the Bank Holding Company Act of 1956, as amended, which has elected to become a “financial holding company” thereunder. We are based in Brentwood, Tennessee, and conduct our operations primarily through our bank subsidiary, Reliant Bank. Basedhttp://www.sec.gov. You can also obtain information about us on the deposit market share data published by the Federal Deposit Insurance Corporation, as of June 30, 2016, the latest available date, Reliant Bank is the 14th largest bank in the Nashville metropolitan statistical area. Reliant Bank primarily markets its services to small businesses and residents of its market area through its main office and eight branches in the Nashville, Tennessee area. Additionally, Reliant Bank operates a mortgage location in Hendersonville, Tennessee, and loan production offices in Murfreesboro and Chattanooga, Tennessee and Timonium, Maryland.

Our principal executive offices are located at 1736 Carothers Parkway, Suite 100, Brentwood, Tennessee 37027. Our telephone number is (615) 221-2020, and our website is www.reliantbank.com. References toat http://www.reliantbank.com. Information on our website or any other website is not incorporated by reference into this prospectus and information contained in our website aredoes not and you must not consider that information to be,constitute a part of this prospectus.

2015 Merger of Commerce Unionprospectus unless specifically so designated andLegacy Reliant Bank

On April 1, 2015, legacy Reliant Bank, which we refer to as Legacy Reliant Bank, merged with and into Commerce Union Bank, with Commerce Union Bank surviving the merger and later changing its name to “Reliant Bank.” After this merger was completed, Commerce Union’s legacy shareholders owned approximately 44.5% of the common stock of the combined company and Legacy Reliant Bank’s shareholders owned approximately 55.5% of the common stock of the combined company on a fully diluted basis. We refer to this merger as the “2015 merger.”

The 2015 merger was accounted for as a reverse merger using the acquisition method of accounting, in accordance with the provisions of FASB ASC Topic 805-10 Business Combinations. As such, for accounting purposes, Legacy Reliant Bank was considered to be acquiring Commerce Union in this transaction. As a result, the financial statements of Commerce Union prior to the 2015 merger are the historical financial statements of Legacy Reliant Bank. The assets and liabilities of Commerce Union as of the effective date of the merger were recorded at their respective estimated fair values and added to those of Legacy Reliant Bank. Any excess of purchase price over the net estimated fair values of the acquired assets and assumed liabilities of Commerce Union were allocated to all identifiable intangibles assets. Any remaining excess was then allocated to goodwill.

In periods following the 2015 merger, the comparative historical financial statements of our company are those of Legacy Reliant Bank prior to the 2015 merger. These consolidated financial statements include the results attributable to the operations of Commerce Union beginning on April 1, 2015.

PRIVATE PLACEMENT ANd PENDING MERGER WITH Community First, Inc.

Private Placement

On August 22, 2017, we entered into securities purchase agreements with certain investors pursuant to which we issued and sold, on August 30, 2017, 1,137,000 shares of our common stock at a purchase price of $22.00 per share for aggregate net proceeds of approximately $23.2 million. We will use the net proceeds from the sale of the common stock under the securities purchase agreements for general corporate purposes and to support our continued growth, which may include capital contributions to Reliant Bank.

The offer and sale of the shares under the securities purchase agreements did not involve a public offering of the shares offered hereby and were exempt from the registration requirements of the Securities Act under Section 4(a)(2) of the Securities Act and Regulation D of the SEC promulgated thereunder.

Pending Merger with Community First

On August 22, 2017, we entered into an agreement and plan of merger with Pioneer Merger Sub, Inc., a Tennessee corporation and our wholly owned subsidiary, Reliant Bank, Community First, Inc., or Community First, a Tennessee corporation, and Community First Bank & Trust, or Community First Bank, a Tennessee-chartered commercial bank and wholly owned subsidiary of Community First. Pursuant to the merger agreement (which is filed as an exhibit to our current report on Form 8-K filed with the SEC on August 23, 2017), Pioneer Merger Sub, Inc. will merge with and into Community First, with Community First to be the surviving corporation, and as soon as reasonably practical thereafter, Community First will merge with and into Commerce Union, with Commerce Union continuing as the surviving corporation. SEC.

We refer to these transactions collectively as the “merger.” Subsequent to the merger, Community First Bank will be merged with and into Reliant Bank and Reliant Bank will be the surviving bank in this bank merger.

At the effective time of the merger, each outstanding share of common stock of Community First will be converted into the right to receive 0.481 shares of Commerce Union common stock. As of August 22, 2017, Community First had 5,025,884 shares of common stock outstanding, including 26,666 shares of restricted stock (all of which will fully vest as of the effective time of the merger to the extent not already vested). Accordingly, we will issue approximately 2,417,450 shares of our common stock to Community First shareholders as a result of the merger.

In connection with the merger, we will assume $23.0 million in aggregate principal amount of subordinated debentures issued by Community First to trust affiliates of Community First in connection with the issuance of trust preferred securities ($10.0 million of which are owned by a wholly owned subsidiary of Community First).

We anticipate that the merger will be consummated during or shortly after the first quarter of 2018 (although delays could occur in the consummation of the merger), subject to the effectiveness ofhave filed a registration statement on Form S-4 registeringS-3 with the offerSEC relating to the securities covered by this prospectus. This prospectus is a part of the registration statement and saledoes not contain all of our sharesthe information in the registration statement. Whenever a reference is made in this prospectus to a contract or other document of common stockours, please be aware that the reference is only a summary and that you should refer to the exhibits that are part of the registration statement for a copy of the contract or other document. You may review a copy of the registration statement through the SEC’s Internet site.

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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to “incorporate by reference” information from other documents that we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be issuedpart of this prospectus. Information in the merger, which registration statement will bethis prospectus supersedes information incorporated by reference that we filed with the SEC prior to the receiptdate of regulatory approvals, approvalthis prospectus, while information that we file later with the SEC will automatically update, modify, and supersede the information in this prospectus. We incorporate by reference into this prospectus and the registration statement of which this prospectus is a part the information or documents listed below that we have filed with the SEC (other than information furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items, unless we expressly provide to the contrary):
our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the SEC on March 13, 2020 (File No. 001-37391) (the “FY 2019 10-K”);
the description of our common stock set forth in Exhibit 4.2 of the FY 2019 10-K and any amendment or report filed with the SEC for the purposes of updating such description;
those portions of our definitive proxy statement on Schedule 14A, filed with the SEC on April 13, 2020, in connection with our annual meeting of shareholders, that are incorporated by reference into the FY 2019 10-K (File No. 001-37391);
our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020 and June 30, 2020, filed with the SEC on May 8, 2020 and August 10, 2020, respectively (File No. 001-37391); and
our Current Reports on Form 8-K and amended Current Reports on Form 8-K/A filed with the SEC on January 2, 2020, February 26, 2020, March 4, 2020, March 10, 2020, March 23, 2020, April 1, 2020, May 15, 2020, June 1, 2020, June 16, 2020, June 22, 2020, and June 26, 2020 (File No. 001-37391).
We also incorporate by reference any future filings (other than information furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items, unless we expressly provide to the contrary) made with the SEC pursuant to Sections 13(a), 13(c), 14, or 15(d) of the merger agreement by Community First’s shareholders, approvalSecurities Exchange Act of our issuance of common stock in connection1934, as amended (the “Exchange Act”), after the date on which the registration statement that includes this prospectus was initially filed with the merger by our shareholders, andSEC (including all such documents we may file with the satisfaction of other customary closing conditions. The merger has been approved by our board of directors andSEC after the board of directors of Community First.

At closing date of the mergerinitial registration statement and subjectprior to approval by our shareholders, we intend to change our name to “Reliant Bancorp, Inc.”

The foregoing summariesthe effectiveness of the securities purchase agreementsregistration statement) and until all offerings under this shelf registration statement are terminated. Information in such future filings updates and supplements the merger agreement do not purportinformation provided in this prospectus. Any statements in any such future filings will automatically be deemed to update, modify, and supersede any information in any document we previously filed with the SEC that is incorporated or deemed to be complete and are qualified in their entiretyincorporated herein by reference to the complete textextent that statements in the later filed document modify or replace such earlier statements.

You can obtain any of the form of securities purchase agreementother documents listed above from the SEC, through the SEC’s website at the address indicated above, or from Reliant Bancorp, by requesting them in writing or by telephone as follows:
DeVan Ard, Jr.
Chairman and the merger agreement, copies of which are available as set forth in the section entitled “Where You Can Find More Information.”Chief Executive Officer
Reliant Bancorp, Inc.
6100 Tower Circle, Suite 120
Franklin, Tennessee 37067
(615) 221-2087
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated herein by reference herein, and any prospectus supplement hereto may contain forward-looking statements that we believe are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are statements or projections with respect to matters such as our future results of operations, including our future revenues, operating income, net interest income, net income, expenses, provision for taxes, effective tax rate, earnings per share and cash flows, our future capital expenditures and dividends, our future financial condition and changes therein, including changes in our loan portfolio and allowance for loan losses, our future capital structure or changes therein, the plan and objectives of management for future operations, our future or proposed acquisitions, our expectations with respect to our proposed merger with Community First, the future or expected effect of acquisitions on our operations, results of operations, liquidity, cash flows and financial condition, our future economic performance, and the statements of the assumptions underlying any such statement. The words “believe,” “anticipate,” “expect,” “may,” “will,” “assume,” “should,” “predict,” “could,” “would,” “intend,” “targets,” “estimates,” “projects,” “plans,” and “potential,” and other similar words and expressions of the future, are intended to identify such forward-looking statements, but other statements not based on historical information may also be considered forward-looking. All
We caution that the forward-looking statements are subject to risks, uncertainties, and other factors that may cause the actual results, performance, or achievements of Commerce Union to differ materially from any results, performance, or achievements expressed or implied by such forward-looking statements. The forward-looking statements that we make are based largely on our current expectations and assumptions regarding our business, the economy, and other future conditions. Because forward-looking statements relate to future results and occurrences, they are subject to inherent uncertainties,a number of known and unknown risks and changes in circumstancesuncertainties that are difficultsubject to predict.change based on factors which are, in many instances, beyond our control. Our actual results maycould differ materially from those contemplatedanticipated in forward-looking statements as a result of various factors, including but not limited to:
the global health and economic crisis precipitated by the forward-looking statements, which are neither statementscoronavirus (COVID-19) pandemic;
actions taken by governments, businesses and individuals in response to the coronavirus (COVID-19) pandemic;
the pace of historical fact nor guaranteesrecovery when the coronavirus (COVID-19) pandemic subsides;
the possible recurrence of the coronavirus (COVID-19);
changes in political conditions or assurances of future performance. Many possible eventsthe legislative or factors could affect our futureregulatory environment, including governmental initiatives affecting the financial results and performance and could causeservices industry such results or performance to differ materially from those expressed in forward-looking statements. These factors include,as, but are not limited to, the following:

Coronavirus Aid, Relief, and Economic Security Act (or the CARES Act);
the possibility that our asset quality could decline or that we experience greater loan losses than anticipated;
2

Tableincreased levels of Contentsother real estate, primarily as a result of foreclosures;

businessthe impact of liquidity needs on our results of operations and economicfinancial condition;

competition from financial institutions and other financial service providers;
the effect of interest rate increases on the cost of deposits;
unanticipated weakness in loan demand or loan pricing;
greater than anticipated adverse conditions nationally, regionally and in our target markets, particularly in Tennessee and the geographic areasnational economy or local economies in which we operate;

operate, including Middle Tennessee;

lack of strategic growth opportunities or our failure to execute on available opportunities;

deterioration in the concentrationfinancial condition of borrowers resulting in significant increases in loan losses and provisions for those losses;
economic crises and associated credit issues in industries most impacted by the coronavirus (COVID-19) pandemic, including the restaurant, hospitality and retail sectors;
the ability to grow and retain low-cost core deposits and retain large, uninsured deposits;
our business within ability to effectively manage problem credits;
our geographic areasability to successfully implement efficiency initiatives on time and with the results projected;
our ability to successfully develop and market new products and technology;
the impact of operationnegative developments in middle Tennessee;

the financial industry and United States and global capital and credit markets;

credit and lending our ability to attract or retain, including as a result of an untimely death or illness, the services of key personnel;

our ability to adapt to technological changes;
risks associated with our commercial real estate, commerciallitigation, including the applicability of insurance coverage;
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the vulnerability of the computer and industrial,information technology systems and construction portfolios;

networks of the Bank, and the systems and networks of third parties with whom Reliant Bancorp or the Bank contract, to unauthorized access, computer viruses, phishing schemes, spam attacks, human error, natural disasters, power loss, and other security breaches and interruptions;

increased competitionchanges in state and federal laws, rules, regulations, or policies applicable to banks or bank or financial holding companies, including regulatory or legislative developments;

adverse results (including costs, fines, reputational harm, and/or other negative effects) from current or future litigation, regulatory examinations, or other legal or regulatory actions;
the banking industry nationally, regionally or locally;

our ability to execute our business strategy to achieve profitable growth;

the expectedrisk that expected cost savings and revenue synergies from (a) the merger of Reliant Bancorp and cost savings from our proposedTennessee Community Bank Holdings, Inc. (“TCB Holdings”) (the “TCB Holdings Transaction”) or (b) the merger of Reliant Bancorp and First Advantage Bancorp (“FABK”) (the “FABK Transaction” and, together with Community Firstthe TCB Holdings Transaction, collectively, the “Transactions”), may not be fully realized or may take longer than anticipated to be realized;

the risk of successful integrationeffect of the Transactions on our businesscustomer, supplier, or employee relationships and Community First’s business;

a material adverse change in the financial condition of Commerce Union or Community First;

loan losses that exceed the level of allowance for loan losses of the combined company;

our ability to manage the company’s growth after the merger;

our ability to obtain governmental approvals of the merger on the proposed terms and schedule;

the failure of Community First’s or Commerce Union’s shareholders to approve the merger agreement and the merger or the share issuance, respectively;

our ability to continue to sustain our current internal growth or total growth;

changes in our asset quality and higher levels of non-performing loans and loan charge-offs;

deposit attrition, changes in operating costs, customer loss, and business disruption before and after the completion of our proposed merger with Community First, includingresults (including without limitation difficulties in maintaining relationships with employees;

employees and customers), as well as on the market price of Reliant Bancorp’s common stock;

the effectsrisk that the businesses and operations of the proposed combinationTCB Holdings and its subsidiaries and of Community First Bank’s operationsFABK and its subsidiaries cannot be successfully integrated with the business and operations of Reliant Bank, the effects of theBancorp and its subsidiaries or that integration of such operations being unsuccessful, and the effects of such integration beingwill be more difficult, time-consuming,costly or costlydifficult than expected;

the concentrationamount of the loan portfolio of Reliant Bank, beforecosts, fees, expenses, and after the completion of our proposed merger with Community First, in commercial and residential real estate loans and changes in the prices, values and sales volumes of commercial and residential real estate;

the ability of Reliant Bank to make loans with acceptable net interest margins and levels of risk of repayment and to otherwise invest in assets at acceptable yields and presenting acceptable investment risks;

inaccuracy of the assumptions and estimates that the managements of Commerce Union and Community First have made in establishing reserves for probable loan losses and other estimates;

the liquidity of, and changes in the amounts and sources of liquidity available to, our company, before and after the proposed merger with Community First;

regulatory requirements to maintain higher minimum capital levels;

our accesscharges related to the debt and equity markets and our overall cost of funding our operations;

changes in market interest rates that affect the pricing of the loans and deposits of Reliant Bank, and the net interest income of Reliant Bank;

fluctuations in the market value and liquidity of the securities held for sale by Reliant Bank;

the institution and outcome of, and costs associated with, litigation and other legal proceedings against Commerce Union and Reliant Bank to which we are or may become subject;

the ability of Commerce Union and Community First to obtain the required regulatory approvals of the merger and the bank merger on the proposed terms and schedule;

the occurrence of market conditions adversely affecting the financial industry generally;

the impact of recent and future legislative and regulatory changes,Transactions, including changes in banking, securities, and tax laws and regulations and their application by regulators, and changes in federal governmental policies, includingthose arising as a result of initiativesunexpected factors or events;

reputational risk associated with and the reaction of our customers, suppliers, employees, or other business partners to the Transactions;
the risk associated with Reliant Bancorp management’s attention being diverted away from the day-to-day business and operations of Reliant Bancorp to the integration of the administration of President Donald Trump;

Transactions; and

changes in accounting policies, practices,general competitive, economic, political, and auditing standards adopted by regulatory agencies, the Financial Accounting Standards Board, the SEC, and Public Company Accounting Oversight Board, as the case may be;

governmental monetary and fiscal policies;

the effects of war or other conflicts, acts of terrorism (including cyber attacks) or other catastrophic events,market conditions, including storms, droughts, hurricanes, tornadoes, and flooding, that may affect general economic conditions;

an increaseconditions in the ratelocal markets where we operate.

Some of personal or commercial customer bankruptcies;

technology-related changes may be harder to make or may be more expensive than expected;

attacks on the security of and breaches of Reliant Bank’s digital information systems, the costs we or Reliant Bank incurs to provide security against such attacks and any costs and liability Reliant Bank incurs in connection with any breach of those systems; and

the other factors that are described or referenced above under the caption “Risk Factors” and in Part II, Item 1A of our most recently filed annual report on Form 10-K under the caption “Risk Factors.” 

We urge you to consider all of these risks, uncertainties, and other factors carefully in evaluating all of the forward-looking statements we make. As a result of these and other matters, including changes in facts, assumptions not being realized, or other factors, thecould cause actual results relating to the subject matter of any forward-looking statement may differ materially from the anticipated resultsthose expressed or implied in forward-looking statements are incorporated by reference under “Risk Factors” in this prospectus and may be described in any prospectus supplement and in the “Risk Factors” and other sections of the documents that we incorporate by reference into this prospectus, including our Annual Reports on Form 10-K and our Quarterly Reports on Form 10-Q and in our other reports filed with the SEC. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those anticipated. All subsequent written and oral forward-looking statement. Anystatements attributable to us or persons acting on our behalf are expressly qualified in their entirety by reference to these risks and uncertainties. You should not place undue reliance on our forward-looking statements. Each forward-looking statement we make in any report, filing, press release, document, report, or announcement speaks only as of the date on whichof the particular statement, and we make that statement. We undertake no obligationduty to update any forward-looking statement, whetherstatement.

ABOUT RELIANT BANCORP, INC.
Reliant Bancorp, Inc. was incorporated under the laws of the State of Tennessee on March 4, 2011, to serve as a resultholding company for Reliant Bank. Reliant Bancorp became the holding company for, and sole shareholder of, new information, future developments, or otherwise, except as may be required by law.

We may disclose the assumptions that underlieBank upon the completion of the Bank’s reorganization into a forward-looking statement that we make. We have chosen the assumptions underlying our forward-looking statements in good faith and believe that such assumptions were reasonable at the time the forward-looking statementholding company corporate structure on June 6, 2012. The Bank was made. However, we caution you that actual results often vary, at least to some degree, from the projected results or expectations discussed or implied by forward-looking statementsorganized on April 17, 2006, as a resultstate-chartered bank under the laws of assumptions not being realized, changes in factsthe State of Tennessee. The Bank opened for business on August 14, 2006. Through the Bank, we offer a full range of traditional banking products and other circumstances,services to business and consumer clients throughout Middle Tennessee and the differences between projected results or expectations discussed in forward looking statementsNashville-Davidson—Murfreesboro—Franklin, TN Metropolitan Statistical Area and actual results can be material.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

In view of our pending merger with Community First, we have prepared the following unaudited pro forma condensed combined financial statements in order to illustrate the estimated effects of the merger based on the historical financial statements and accounting records of Commerce Union and Community First after giving effect to the merger and the merger-related pro forma adjustments as described in the notes below (including the issuance of our shares of common stock in the private placement as described in the notes below). Under the acquisition method of accounting, consideration paid by Commerce Union will be allocated to the assets and liabilities of Community FirstChattanooga, Tennessee. Our principal executive offices are located at their respective fair values as of the effective date of the merger. Any excess of consideration paid over the fair values of Community First’s net assets will be recorded as goodwill. The unaudited pro forma condensed combined financial statements also present the effect of the issuance of 1,137,000 shares of Commerce Union common stock in the private placement and the receipt of approximately $23.2 million in net proceeds.

The unaudited pro forma condensed combined financial statements are based on the historical financial statements of Commerce Union and Community First, adjusted for the estimated effects of the merger and the private placement. The unaudited pro forma condensed combined balance sheet as of June 30, 2017 is presented as if the merger and private placement had occurred on that date. The unaudited pro forma condensed combined income statements for the year ended December 31, 2016 and the six months ended June 30, 2017 are presented as if the merger and private placement had occurred on January 1, 2016. The historical financial statements of Community First include certain reclassifications to conform to the historical presentation of Commerce Union.

The unaudited pro forma condensed combined financial statements are provided for illustrative purposes only and are not indicative of the actual results that would have been achieved had the merger or private placement been completed as of the dates indicated or that will be achieved in the future. The preparation of the unaudited pro forma condensed combined financial statements and related adjustments required management to make certain assumptions and estimates. The estimated fair values of the assets and liabilities of Community First are preliminary and are subject to revisions upon completion of detailed valuation procedures, some of which may be significant. The unaudited pro forma condensed combined financial statements do not give consideration to the impact of possible cost savings, expense efficiencies, synergies, strategy modifications, asset dispositions, or other actions that may result from the merger.

The unaudited pro forma condensed combined financial statements should be read in conjunction with the “Management’s Discussion and Analysis of Financial Condition and Results of Operations”1736 Carothers Parkway, Suite 100, Brentwood, Tennessee 37027, and our historical financial statements and the notes theretotelephone number is (615) 221-2020.

Additional information about us is included in our annual report on Form 10-K forfilings with the year ended December 31, 2016 and our quarterly report on Form 10-Q for the quarter ended June 30, 2017, each ofSEC which are incorporated by reference into this prospectus. Further,See “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference” in this prospectus.
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PROSPECTUS SUMMARY
This summary highlights selected information about Reliant Bancorp and a general description of the unaudited pro forma condensed combinedsecurities we may offer. This summary is not complete and does not contain all of the information that may be important to you. For a more complete understanding of us and the terms of the securities we will offer, you should read carefully this entire prospectus, including the “Risk Factors” section, the applicable prospectus supplement for the securities and the other documents we refer to and incorporate by reference. In particular, we incorporate important business and financial statements shouldinformation into this prospectus by reference.
The Securities We May Offer
We may use this prospectus to offer securities in an aggregate amount of up to $100,000,000 in one or more offerings. A prospectus supplement, which we will provide each time we offer securities, will describe the amounts, prices, and detailed terms of the securities and may describe risks associated with an investment in the securities in addition to those described in the “Risk Factors” section of this prospectus. We will also include in the prospectus supplement, where applicable, information about material United States federal income tax considerations relating to the securities. Terms used in this prospectus will have the meanings described in this prospectus unless otherwise specified.
We may sell the securities to or through underwriters, dealers, or agents or directly to purchasers. We, as well as any agents acting on our behalf, reserve the sole right to accept or to reject in whole or in part any proposed purchase of our securities. Each prospectus supplement will set forth the names of any underwriters, dealers, or agents involved in the sale of our securities described in that prospectus supplement and any applicable fee, commission, or discount arrangements with them.
Common Stock
We may issue shares of our common stock, with a par value of $1.00 per share. In a prospectus supplement, we will describe the aggregate number of shares offered and the offering price or prices of those shares.
Preferred Stock; Depositary Shares
We may issue shares of our preferred stock, with a par value of $1.00 per share, in one or more series. In a prospectus supplement, we will describe for the series of shares offered the specific designation of the series, the aggregate number of shares offered, the dividend rate or manner of calculating the dividend rate, the dividend periods or manner of calculating the dividend periods, the ranking of the shares of the series with respect to dividends, liquidation and dissolution, the stated value of the shares of the series, the voting rights of the shares of the series, if any, whether and on what terms the shares of the series will be readconvertible or exchangeable, whether and on what terms we can redeem the shares of the series, whether we will offer depositary shares representing shares of the series and, if so, the fraction or multiple of a share of preferred stock represented by each depositary share, whether we will list the preferred shares or depositary shares on a securities exchange and any other specific terms of the series of preferred stock.
Debt Securities
Our debt securities may be senior or subordinated in conjunctionpriority of payment. We will provide a prospectus supplement for the debt securities offered that describes the ranking, whether senior or subordinated, the specific designation, the aggregate principal amount, the purchase price, the maturity, the redemption terms, the interest rate or manner of calculating the interest rate, the time of payment of interest, if any, the terms for any conversion or exchange, including the terms relating to the adjustment of any conversion or exchange mechanism, the plan for listing, if any, on a securities exchange and any other specific terms of the debt securities.
Warrants
We may issue warrants to purchase our debt securities, shares of our common stock or shares of our preferred stock. In a prospectus supplement, we will inform you of the exercise price and other specific terms of the warrants, including whether our or your obligations, if any, under any warrants may be satisfied by delivering or purchasing the underlying securities or their cash value.
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Units
We may issue any combination of two or more of the other securities described in this prospectus, together as units. In a prospectus supplement, we will describe the particular combination of securities constituting any units and any other specific terms of the units.
Purchase Contracts
We may issue purchase contracts, including contracts obligating holders to purchase from us, and obligating us to sell to holders, a fixed or varying number of debt or equity securities at a future date or dates. The consideration for such securities may be fixed at the time that the purchase contracts are issued or may be determined by reference to a specific formula set forth in the purchase contracts. Any purchase contract may include anti-dilution provisions to adjust the number of securities issuable pursuant to such purchase contract upon the occurrence of certain events.
The purchase contracts may be issued separately or as part of units consisting of a purchase contract and other securities described in the applicable prospectus supplement or any combination of securities, securing the holders’ obligations to purchase the securities under the purchase contracts, which we refer to herein as “purchase units.” The purchase contracts may require holders to secure their obligations under the purchase contracts in a specified manner. The purchase contracts also may require us to make periodic payments to the holders of the purchase contracts or the purchase units, as the case may be, or vice versa, and those payments may be unsecured or pre-funded on some basis.
Rights
We may issue rights to our existing shareholders to purchase additional shares of our common stock or any series of our preferred stock. For any particular rights offering, the applicable prospectus supplement will describe the terms of such rights, including the period during which such rights may be exercised, the manner of exercising such rights, the transferability of such rights and the number of shares of our common stock or preferred stock that may be purchased in connection with each right and the subscription price for the purchase of such common stock or preferred stock. In connection with a rights offering, we may enter into a separate agreement with one or more underwriters or standby purchasers to purchase any shares of our common stock or preferred stock not subscribed for in the rights offering by existing shareholders, which will be described in the applicable prospectus supplement.
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RISK FACTORS
Investing in our securities involves significant risks. Please see the “Risk Factors” section in our most recent Annual Report on Form 10-K, along with the consolidated financial statementsdisclosure related to risk factors contained in any of Community First as of December 31, 2016 and 2015 and for each of the three years ended December 31, 2016, and the accompanying notes thereto, and the unaudited consolidated financial statements of Community First for the six months ended June 30, 2017 and 2016 and the accompanying notes thereto, in each caseour subsequent Quarterly Reports on Form 10-Q, which are incorporated by reference intoin this prospectus.

Unaudited Proforma Consolidated Balance Sheet

June 30, 2017

(in thousands)

  

Commerce

Union

Bancshares, Inc.

Historical

  

Community

First, Inc.

Historical

  

Stock Issuance

   

Pro Forma

Adjustments

   

Pro Forma

Combined

 

ASSETS

                      

Cash and due from banks

 $26,551  $39,161  $23,213 

a

 $(4,500)

b

 $84,425 

Time deposits in other financial institutions

  -   23,558   -    -    23,558 

Securities available for sale

  184,789   72,726   -    -    257,515 

Loans, net of unearned income

  719,834   308,195   -    (6,934)

c

  1,021,095 

Allowance for loan losses

  (9,385)  (3,708)  -    3,708 

d

  (9,385)

Loans, net

  710,449   304,487   -    (3,226)   1,011,710 

Mortgage loans held for sale, net

  12,031   84   -    -    12,115 

Accrued interest receivable

  4,298   974   -    -    5,272 

Premises and equipment, net

  9,721   10,630   -    -    20,351 

Restricted equity securities, at cost

  7,155   1,727   -    -    8,882 

Other real estate, net

  -   2,788   -    (1,072)

e

  1,716 

Cash surrender value of life insurance contracts

  29,203   10,523   -    -    39,726 

Deferred tax assets, net

  2,498   10,178   -    (2,965)

f

  9,711 

Goodwill

  11,404   -   -    28,954 

g

  40,358 

Core deposit intangibles

  1,404   733   -    3,390 

h

  5,527 

Other assets

  4,447   2,068   -    -    6,515 
                       

TOTAL ASSETS

 $1,003,950  $479,637  $23,213   $20,581   $1,527,381 
                       

LIABILITIES AND STOCKHOLDERS’ EQUITY

                      

LIABILITIES

                      

Deposits

 $840,014  $426,278  $-   $921 

i

 $1,267,213 

Accrued interest payable

  167   395   -    -    562 

Borrowings

  44,910   16,841   -    (4,469)

j

  57,282 

Dividends payable

  941   -   -    -    941 

Other liabilities

  5,329   3,516   -    -    8,845 
                       

TOTAL LIABILITIES

  891,361   447,030   -    (3,548)   1,334,843 
                       

STOCKHOLDERS’ EQUITY

                      

Common stock

  7,840   43,186   1,137 

a

  (40,769)

k

  11,394 

Additional paid-in capital

  89,746   -   22,076 

a

  56,569 

k

  168,391 

Retained earnings (deficit)

  15,516   (8,678)  -    6,428 

l

  13,266 

Accumulated other comprehensive loss

  (513)  (1,901)  -    1,901 

m

  (513)
                       

TOTAL STOCKHOLDERS’ EQUITY

  112,589   32,607   23,213    24,129    192,538 
                       

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 $1,003,950  $479,637  $23,213   $20,581   $1,527,381 

See accompanying notes to Unaudited Pro Forma Condensed Consolidated Combined Financial Information

Unaudited Proforma Consolidated Income Statement

Forprospectus, as updated by our future filings with the Six Months ended June 30, 2017

(in thousands)

  

Commerce Union Bancshares, Inc. Historical

  

Community First, Inc. Historical

  

Pro Forma Adjustments

   

Pro Forma Combined

 

INTEREST INCOME

                 

Interest and fees on loans

 $16,324  $7,630  $314 

c

 $24,268 

Interest on investment securities, taxable

  335   874   -    1,209 

Interest on investment securities, nontaxable

  1,774   4   -    1,778 

Federal funds sold and other

  244   328   -    572 
                  

TOTAL INTEREST INCOME

  18,677   8,836   314    27,827 
                  

INTEREST EXPENSE

                 

Deposits

  1,985   1,027   (307)

i

  2,705 

Borrowings

  218   315   118 

j

  651 
                  

TOTAL INTEREST EXPENSE

  2,203   1,342   (189)   3,356 
                  

NET INTEREST INCOME

  16,474   7,494   503    24,471 
                  

PROVISION FOR LOAN LOSSES

  655   55   -    710 
                  

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES

  15,819   7,439   503    23,761 
                  

NONINTEREST INCOME

                 

Service charges on deposit accounts

  627   872   -    1,499 

Gains on mortgage loans sold, net

  1,180   100   -    1,280 

Other

  563   242   -    805 
                  

TOTAL NONINTEREST INCOME

  2,370   1,214   -    3,584 
                  

NONINTEREST EXPENSE

                 

Salaries and employee benefits

  8,754   3,532   -    12,286 

Occupancy

  1,632   695   -    2,327 

Information technology

  1,192   808   -    2,000 

Other noninterest expense

  2,559   1,725   135 

h

  4,419 
                  

TOTAL NONINTEREST EXPENSE

  14,137   6,760   135    21,032 
                  

INCOME BEFORE PROVISION FOR INCOME TAXES

  4,052   1,893   368    6,313 
                  

INCOME TAX EXPENSE

  699   665   141 

n

  1,505 
                  

CONSOLIDATED NET INCOME

  3,353   1,228   227    4,808 
                  

NONCONTROLLING INTEREST IN NET (INCOME) LOSS OF SUBSIDIARY

  892   -   -    892 
                  

NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS

 $4,245  $1,228  $227   $5,700 
                  

Basic net income attributable to common shareholders, per share

 $0.55  $0.25       $0.50 

Diluted net income attributable to common shareholders, per share

 $0.54  $0.25       $0.50 
                  

Weighted average common shares outstanding

                 

Basic

  7,758,408   4,995,755        11,298,366 

Diluted

  7,854,841   4,995,755        11,394,799 

See accompanying notes to Unaudited Pro Forma Condensed Consolidated Combined Financial Information

Unaudited Proforma Consolidated Statement of Income

For the Year Ended December 31, 2016

(in thousands, except for per share amounts)

  

Commerce

Union

Bancshares, Inc.

Historical

  

Community First,

Inc. Historical

  

Pro Forma

Adjustments

   

Pro Forma

Combined

 

INTEREST INCOME

                 

Interest and fees on loans

 $32,678  $14,968  $782 

c

 $48,428 

Interest on investment securities, taxable

  724   1,921  $-    2,645 

Interest on investment securities, nontaxable

  2,211   22  $-    2,233 

Federal funds sold and other

  402   461  $-    863 
                  

TOTAL INTEREST INCOME

  36,015   17,372  $782    54,169 
                  

INTEREST EXPENSE

                 

Deposits

  2,649   1,981  $(614

)

i

  4,016 

Borrowings

  714   785  $235 

j

  1,734 
                  

TOTAL INTEREST EXPENSE

  3,363   2,766  $(379

)

   5,750 
                  

NET INTEREST INCOME

  32,652   14,606  $1,161    48,419 
                  

PROVISION FOR LOAN LOSSES

  968   (632

)

 $-    336 
                  

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES

  31,684   15,238  $1,161    48,083 
                  

NONINTEREST INCOME

                 

Service charges on deposit accounts

  1,239   1,897   -    3,136 

Gains on mortgage loans sold, net

  6,317   195   -    6,512 

Gain on acquisition of subordinated debentures

  -   2,500   -    2,500 

Other

  1,244   768   -    2,012 
                  

TOTAL NONINTEREST INCOME

  8,800   5,360   -    14,160 
                  

NONINTEREST EXPENSE

                 

Salaries and employee benefits

  18,256   7,450   -    25,706 

Occupancy

  3,174   1,373   -    4,547 

Information technology

  2,486   2,023   -    4,509 

Other operating

  6,458   3,413   275 

h

  10,146 
                  

TOTAL NONINTEREST EXPENSE

  30,374   14,259   275    44,908 
                  

INCOME BEFORE PROVISION FOR INCOME TAXES

  10,110   6,339   886    17,335 
                  

INCOME TAX EXPENSE

  2,213   2,347   339 

n

  4,899 
                  

CONSOLIDATED NET INCOME

  7,897   3,992   547    12,436 
                  

Noncontrolling interest in net (income) loss of subsidiary

  1,039   -   -    1,039 

Preferred stock dividends

  -   4,168   -    4,168 
                  

NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS

 $8,936  $8,160  $547   $17,643 
                  

Basic net income attributable to common shareholders, per share

 $1.18  $1.97       $1.65 

Diluted net income attributable to common shareholders, per share

 $1.16  $1.97       $1.63 
                  

Weighted average common shares outstanding

                 

Basic

  7,586,993   4,137,656        10,714,206 

Diluted

  7,691,493   4,137,656        10,818,706 

See accompanying notes to Unaudited Pro Forma Condensed Consolidated Combined Financial Information

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

(all amounts are in thousands, except per share data, unless otherwise indicated)

NOTE 1 – BASIS OF PRESENTATION

The unaudited pro forma condensed combined financial statements and explanatory notes have been prepared to illustrate the effects of the merger involving Commerce Union and Community First under the acquisition method of accounting with Commerce Union treated as the acquirer and a private offering of Commerce Union common stock. The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and do not necessarily indicate the financial results of the combined companies had the companies actually been combined at the beginning of each period presented, nor do they necessarily indicate the results of operations in future periods or the future financial position of the combined entities. Under the acquisition method of accounting, the assets and liabilities of Community First, as of the effective date of the merger, will be recorded by Commerce Union at their respective fair values and the excess of the merger consideration over the fair value of Community First’s net assets will be allocated to goodwill.

The merger, which is currently expected to be completed in the first quarter of 2018, provides for Community First common shareholders to receive 0.481 shares of Commerce Union common stock for each share of Community First common stock they hold immediately prior to the merger. Based on the closing sale price of shares of Commerce Union common stock on the Nasdaq Capital Market on August 22, 2017 of $24.40, the last trading day before the public announcement of the signing of the merger agreement, the value of the merger consideration per share of Community First common stock was $11.74.

The pro forma allocation of the purchase price reflected in the unaudited pro forma condensed combined financial statements are subject to adjustment and may vary from the actual purchase price allocation that will be recorded at the time the merger is completed. Adjustments may include, but not be limited to, changes in (i) Community First’s balance sheet through the effective time of the merger; (ii) the aggregate value of merger consideration paid if the price of shares of Commerce Union common stock varies from the assumed $24.40 per share, which represents the closing share price of Commerce Union common stock on August 22, 2017; (iii) total merger-related expenses if consummation and/or implementation costs vary from currently estimated amounts; and (iv) the underlying values of assets and liabilities if market conditions differ from current assumptions.

The accounting policies of both Commerce Union and Community First are in the process of being reviewed in detail. Upon completion of such review, conforming adjustments or financial statement reclassification may be determined.

NOTE 2 – PRO FORMA ADJUSTMENTS

The following estimated adjustments were made to the pro forma financial statements:

a.

Confidentially marketed private offering of 1,137,000 shares of Commerce Union common stock, par value $1.00 per share, at a price of $22 per share, shown net of a 6% placement agent fee and $300,000 in other offering related expenses.

b.

Represents estimated future merger related expenses. The total is assumed to be shared equally by Commerce Union and Community First.

c.

To adjust Community First’s loan portfolio to estimated fair value which is composed of two components, the expected credit loss component, which amounts to an estimated $4,623, and the component that considers current interest rates and liquidity, which amounts to an estimated $2,311 and is accretable in income over five years using the sum of the digits method. The estimated fair value adjustment aggregates an estimated adjustment of 2.25% of the outstanding loan balance of Community First.

d.

Elimination of Community First’s allowance for loan losses. Estimated credit losses in the Community First loan portfolio are included in the loan valuation adjustment described in note c.

e.

To adjust Community First’s other real estate to estimated fair value.

f.

To recognize estimated deferred tax liabilities of $1,018 related to fair value adjustments and the core deposit intangible based on Commerce Union’s blended federal and state statutory tax rate of 38.29% and to reduce the existing Community First net deferred tax asset by $1,954 representing the estimated portion of state net operating loss carryforwards that will not be available to Commerce Union.

g.

To recognize goodwill equal to the excess of consideration paid by Commerce Union over the net fair value of Community First assets and liabilities acquired. Goodwill will not be amortized for accounting purposes but will be tested for impairment at least annually, which may result in impairment losses in future periods.

h.

To recognize a core deposit intangible asset related to deposit customer relationships acquired of $4,123, estimated based on 1.5% of Community First’s transaction accounts as of June 30, 2017, and remove the existing Community First core deposit intangible asset of $733. The amortization expense of the newly created core deposit intangible asset is based on the straight line method over a 10 year period.

i.

To adjust Community First’s time deposits to estimated fair value and accrete the adjustment as a reduction of interest expense based on the straight line method over the estimated remaining life of 1.5 years.

j.

To adjust Community First’s trust preferred securities to estimated fair value and amortize the adjustment to interest expense on borrowings based on the straight line method over the estimated remaining life of 19 years.

k.

To remove Community First common stock and record Commerce Union common stock issued as merger consideration at par value of $2,417 and additional paid in capital of $56,569.

l.

To remove the deficit of Community First and reduce retained earnings for Commerce Union’s share of estimated future merger expenses of $2,250.

m.

To remove the accumulated other comprehensive loss of Community First.

n.

To recognize income tax expense related to the effect of pro forma adjustments on pre-tax income using Commerce Union’s blended federal and state statutory income tax rate of 38.29%.

NOTE 3 – PRELIMINARY PURCHASE PRICE ALLOCATION

Measurement of the acquisition consideration is based on the market price of Commerce Union common stock as of August 22, 2017 multiplied by the number of common shares to be issued in the merger. The consideration is allocated to the estimated fair values of assets acquired and liabilities assumed, with any remaining excess recorded as goodwill. Estimated fair value adjustments included in the pro forma financial statements are based upon available information and certain assumptions considered reasonable, and may be revised as additional information becomes available. The preliminary purchase price allocation is as follows:

Community First's outstanding shares August 22, 2017

  5,025,884 

Exchange ratio

  0.481 

Shares of common stock to be issued

  2,417,450 

Market price of common stock on August 22, 2017

 $24.40 

Estimated fair value of common stock issued

  58,986 

Estimated fair value of stock options issued

  - 

Total consideration

  58,986 
     
     

Fair value of assets acquired and liabilities assumed:

    

Cash and cash equivalents

  60,469 

Investment securities available for sale

  72,726 

Loans

  301,261 

Premises and equipment

  10,630 

Deferred tax asset, net

  7,213 

Cash surrender value of life insurance

  10,523 

Other real estate

  1,716 

Core deposit intangible

  4,123 

Other assets

  4,853 

Deposits

  (427,199)

Borrowings

  (12,372)

Other liabilities

  (3,911)

Total fair value of net assets acquired

  30,032 

Preliminary Pro Forma Goodwill

 $28,954 

RISK FACTORS

An investment in our common stock involves certain risks.SEC. Before making an investment decision, you should carefully read and consider the risk factors set forth in our most recently filed annual report on Form 10-K filed with the SEC, under the heading “Risk Factors,”these risks as well as any updatedother information contained or additional disclosure about risk factors included in any of our quarterly reports on Form 10-Q, current reports on Form 8-K, or other filings that we have made with the SEC since the date of our most recently filed annual report on Form 10-K that are incorporated by reference intoin this prospectus. Additionalprospectus and any prospectus supplement. The risks and uncertainties of which we are not awarepresently known to us or that we believe are not material at the time couldcurrently deem immaterial may also materially and adversely affectimpair our business operations, our financial condition, results, of operations, or liquidity. In any case,and the value of the shares offered by means of this prospectus and any applicablesecurities. The prospectus supplement could decline and you could lose all or partapplicable to each type of your investment in those shares. Moreover,securities we offer may contain a discussion of additional risks applicable to an investment in our shares is subject tous and the following additional risks associated with the pending acquisitionparticular type of Community First by Commerce Union.

The merger of Commerce Union and Community First may not be completed, which could have a material adverse effect on our business, future operations, and stock price.

Completion of the merger is subject to certain closing conditions, including the receipt of all required regulatory approvals, in each case without the imposition of a materially burdensome condition. Ifsecurities we are not successfuloffering under that prospectus supplement.

USE OF PROCEEDS
Unless otherwise specified in obtaininga prospectus supplement accompanying this prospectus, we currently intend to use the required regulatory approvals,net proceeds from the merger will not be completed. Even if the regulatory approvals are received, the timingsale of the regulatory approvalssecurities offered under this prospectus for general corporate purposes. General corporate purposes may include repayment of debt or the payment of interest thereon, capital expenditures, acquisitions, investments, and any conditions imposed by the regulatory approvals could result in certain closing conditions of the merger not being satisfied.

Consummation of the merger is also conditioned upon other customary closing conditions, including (1) the approval of the merger agreement by Community First’s shareholders and the approval by our shareholders of the issuance of stock by Commerce Union in connection with the merger, (2) the absence of any order, decree, injunction, or law enjoining or prohibiting the merger, (3) the effectiveness of a registration statement on Form S-4 for the shares of common stock to be issued by Commerce Union in connection with the merger, and (4) the authorization for listing on the Nasdaq Capital Market of the shares to be issued by Commerce Union in connection with the merger. Each party’s obligation to complete the merger is also subject to certain additional customary conditions. Additionally, Commerce Union’s obligation to complete the merger is subject to holders of not more than 7.5% of the outstanding shares of Community First’s common stock perfecting their rights to dissent from the merger. If a condition to either party’s obligation to consummate the merger is not satisfied, that party may be able to terminate the merger agreement and, in such case, the transaction would not be consummated.

If the merger is not completed, our ongoing business and financial results may be adversely affected and we will be subject to several risks, including the following:

the price of our common stock may decline to the extent that its current market prices reflect a market assumption that the merger will be completed;

having to pay significant costs relating to the merger without receiving any benefits arising from the merger;

negative reactions from customers, shareholders and market analysts; and

the diversion of the focus of our management to the merger instead of on pursuing other opportunities that could have been beneficial to our business.

If the merger is not completed, our business may be adversely affected by the failure to pursue other beneficial opportunities due to the focus of our management team on the merger, without realizing any of the anticipated benefits of completing the merger. If the merger agreement is terminated under certain circumstances, we may be required to pay a termination fee of $2.1 million to Community First.

Integrating Community First Bank into Reliant Bank’s operations may be more difficult, costly, or time-consuming than we expect.

Reliant Bank and Community First Bank have operated and, until the bank merger is completed, will continue to operate, independently. Accordingly, the process of integrating Community First Bank’s operations into Reliant Bank’s operations could result in the disruption of operations or the loss of Community First Bank customers and employees, and could make it more difficult to achieve the intended benefits of the merger. Inconsistencies between the standards, controls, procedures, and policies of Reliant Bank and those of Community First Bank could adversely affect Reliant Bank’s ability to maintain relationships with current customers and employees of Community First Bank if and when the bank merger is completed.

As with any merger of banking institutions, business disruptions may occur that may cause Reliant Bank to lose customers or may cause Community First Bank’s customers to withdraw their deposits from Community First Bank prior to the merger’s consummation and from Reliant Bank thereafter. The realization of the anticipated benefits of the merger may depend in large part on our ability to integrate Community First Bank’s operations into Reliant Bank’s operations, and to address differences in business models and cultures. If we are unable to integrate the operations of Community First and Community First Bank into our and Reliant Bank’s operations successfully and on a timely basis, some or all of the expected benefits of the acquisition may not be realized. Difficulties encountered with respect to such matters could result in an adverse effect on the financial condition, results of operations, capital, liquidity, or cash flows of Reliant Bank and our company.

We may fail to realize the cost savings anticipated from the merger.

Although we anticipate that we would realize certain cost savings as to the operations of Community First and Community First Bank and otherwise from the merger if and when the operations of Community First and Community First Bank are fully integrated into our and Reliant Bank’s operations, it is possiblepurposes that we may not realize allspecify in any prospectus supplement. We may invest the net proceeds temporarily until we use them for their stated purpose. We cannot predict whether the proceeds invested will yield a favorable return.

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TABLE OF CONTENTS

DESCRIPTION OF COMMON STOCK
The following summary description of the cost savings that we have estimated we can realize from the merger. For example, we may be required to continue to operate or maintain functions that are currently expected to be combined or reduced as a result of the merger. Our realization of the estimated cost savings also will depend on our ability to combine the operations of our company and Reliant Bank with the operations of Community First and Community First Bank in a manner that permits those costs savings to be realized. If we are not able to integrate the operations of Community First and Community First Bank into our and Reliant Bank’s operations successfully and to reduce the combined costs of conducting the integrated operations of the two banks, the anticipated cost savings may not be fully realized, if at all, or may take longer to realize than expected. Our failure to realize those cost savings could materially adversely affect our financial condition, results of operations, capital, liquidity, or cash flows.

The issuance of the stock consideration to Community First’s shareholders and the issuance of the shares in the private placement may decrease the market price of our common stock.

We issued 1,137,000 shares of our common stock, in connection with the private placementa par value of our shares, and as consideration for the merger, we will issue approximately 2,417,450 additional shares of our common stock to Community First’s shareholders. These two transactions together will result in our shareholders’ existing share ownership being diluted by an aggregate of approximately 3,554,450 new shares, which represents 45.3% of our outstanding common stock immediately prior to the closing of the private placement. The dilution associated with the issuance of new shares of common stock in the private placement and/or the merger may result in fluctuations in the market price of our common stock, including a stock price decrease, and could materially impair our earnings$1.00 per share, and other per share financial metrics.

The combined company will incur significant transaction and merger-related costs in connection with the merger.

We expect to incur significant costs associated with combining the operations of Community First with our operations. We recently began collecting information in order to formulate detailed integration plans to deliver anticipated cost savings. Additional unanticipated costs may be incurred in the integration of our business with the business of Community First. Although we expect that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, may offset incremental transaction and merger-related costs over time, this net benefit may not be achieved in the near term, or at all.

Whether or not the merger is consummated, each of Commerce Union and Community First will incur substantial expenses, such as legal, accounting, and financial advisory fees, in pursuing the merger which will adversely impact its earnings.

Our actual financial position and result of operations may differ materially from the unaudited pro forma financial statements included in this prospectus.

The pro forma financial statements contained in this prospectus are presented for illustrative purposes only and may not be an indication of what our financial position or results of operations would have been had the merger been completed on the dates indicated. The pro forma financial statements have been derived from the audited and unaudited historical financial statements of Commerce Union and Community First, and certain adjustments and assumptions have been made regarding the combined businesses after giving effect to the transactions. The assets and liabilities of Community First have been measured at fair value based on various preliminary estimates using assumptions that management believes are reasonable utilizing information currently available. The process for estimating the fair value of acquired assets and assumed liabilities requires the use of judgment in determining the appropriate assumptions and estimates. These estimates may be revised as additional information becomes available and as additional analyses are performed. Differences between preliminary estimates in the pro forma financial statements and the final acquisition accounting will occur and could have a material impact on the pro forma financial statements and the combined company’s financial position and future results of operations. In addition, the assumptions used in preparing the pro forma financial statements may not prove to be accurate, and other factors may affect the combined company’s financial condition or results of operations following the closing of the merger.

Community First and Commerce Union will be subject to business uncertainties and contractual restrictions while the merger is pending, which could adversely affect each party’s business and operations.

Uncertainty about the effect of the merger on employees and customers may have an adverse effect on the bank subsidiaries of both Community First and Commerce Union. Uncertainties surrounding the merger may impair the ability of one or more of Commerce Union, Reliant Bank, Community First, and/or Community First Bank to attract, retain and motivate key personnel until the merger is completed, and could cause customers and others that deal with either of the banks to seek to change their existing business relationships with such bank.

Under the terms of the merger agreement, each of Community First and Commerce Union is subject to certain restrictions on its business prior to completing the merger, which may adversely affect each party’s ability to execute certain of its business strategies. In addition, the merger agreement restricts Community First and Community First Bank from taking other specified actions until the merger occurs without our consent, such as acquiring or disposing of assets, incurring indebtedness, or incurring capital expenditures. These restrictions may prevent Community First and Community First Bank from pursuing attractive business opportunities that may arise prior to the completion of the merger. Such limitations could negatively impact Community First’s or Commerce Union’s businesses and operations prior to the completion of the merger.

USE OF PROCEEDS

We are not selling any shares of our common stock or other securities in this offering, and we will not receive any proceeds from the sale of any of the shares by any selling shareholder. All proceeds from the sale of any of the shares by selling shareholders will be for the account of such selling shareholders.

SELLING SHAREHOLDERS

On August 22, 2017, we entered into securities purchase agreements with certain investors pursuant to which we issued and sold, on August 30, 2017, 1,137,000 shares of our common stock at a purchase price of $22.00 per share for aggregate net proceeds of approximately $23.2 million. The offer and sale of the shares under the securities purchase agreements did not involve a public offering of the shares offered hereby and were exempt from the registration requirements of the Securities Act under Section 4(a)(2) of the Securities Act and Regulation D of the SEC promulgated thereunder.

Pursuant to the terms of the securities purchase agreements, we were required to file the registration statement of which this prospectus is a part with the SEC and are required to maintain its effectiveness for specified periods in order to register the offers and sales by the selling shareholders of the shares offered hereby. The securities purchase agreements to which we and the selling shareholders are parties contain certain indemnity provisions under which the selling shareholders have agreed to indemnify us and our controlling persons (other than a selling shareholder) against certain liabilities, including liabilities arising under the Securities Act relating to a shareholder’s untrue statement or omission of a material fact contained in this registration statement.

The following table sets forth information regarding the selling shareholders and the number of shares of common stock each selling shareholder is offering. The information included in the table as to the selling shareholders has been furnished to us by or on behalf of the selling shareholders for inclusion in this prospectus. The selling shareholders identified below may have sold, transferred, or otherwise disposed of some or all of their shares since the date as of which the information in the following table is presented in transactions exempt from or not subject to the registration requirements of the Securities Act and of which we are not aware. The term “selling shareholder” includes donees, pledgees, transferees, assignees, distributees, or other successors-in-interest selling securities received from the named selling shareholders as a gift, pledge, stockholder distribution, or other non-sale related transfer after the date of this prospectus. Beneficial ownership of the shares has been and will be determined in accordance with the rules of the SEC. Under the rules of the SEC, beneficial ownership includes shares over which the indicated beneficial owner exercises voting or investment power. Unless otherwise indicated, based on information furnished by such selling shareholders, the management of Commerce Union believes that each person has sole voting and dispositive power over the shares indicated as beneficially owned by such person.

  

Shares of Common
Stock Beneficially
Owned Before
Offering

  

Shares of
Common
Stock
Offered
in the
Offering

  

Shares of Common
Stock to be Beneficially
Owned After Offering

 

Name of Selling Shareholder

Number

 

Percent(1)

 

Number

Number

Percent(1)(2)

  
          

Stieven Financial Investors, L.P. (3)

-

 

-

 

196,014

-

-

  

Stieven Financial Offshore Investors, Ltd. (3)

-

 

-

 

38,986

-

-

  

Banc Fund VIII L.P. (4)

42,162

 

0.47%

 

100,000

42,162

0.47%

  

Banc Fund IX L.P. (5)

47,353

 

0.52%

 

120,000

47,353

0.52%

  

Mendon Capital Master Fund Ltd (6)

-

 

-

 

311,420

-

-

  

Mendon Capital QP LP (7)

-

 

-

 

326,980

-

-

  

Iron Road Multi-Strategy Fund LP (7)

-

 

-

 

43,600

-

-

  

(1)

Percentages are calculated based on an aggregate of 9,021,848 shares of our common stock issued and outstanding as of September 19, 2017. Such issued and outstanding shares include the shares offered hereby.

(2)

Assumes all shares offered are sold.

(3)

Stieven Capital GP, LLC is the general partner of Stieven Financial Investors, L.P., and in such capacity has voting and investment control over the shares held by this selling shareholder. Stieven Capital Advisors, L.P. is the investment manager of Stieven Financial Investors, L.P and Stieven Financial Offshore Investors, Ltd., and in such capacity has voting and investment control over the shares held by both of these selling shareholders. Joseph A. Stieven, Stephen L. Covington, Daniel M. Ellefson and Mark J. Ross are members of the general partner and managing directors of the investment manager, and as a result, they may each be deemed to have voting and investment control over shares held by both of these selling shareholders.

(4)

Charles J. Moore may be deemed to have voting and investment power over these securities. Charles J. Moore, as its managing member, controls The Banc Funds Company, L.L.C., which is the general partner of MidBanc VIII L.P., which is the general partner of Banc Fund VIII L.P.

(5)

Charles J. Moore may be deemed to have voting and investment power over these securities. Charles J. Moore, as its managing member, controls The Banc Funds Company, L.L.C., which is the general partner of MidBan IX L.P., which is the general partner of Banc Fund IX L.P.

(6)

RMB Capital Management LLC is the sub-advisor of Mendon Capital Master Fund, Ltd. RMB Holdings is the ultimate parent company of RMB Capital Management LLC. The managers of RMB Holdings are Richard M. Burridge, Jr., Frederick Paulman, Walter Clark and along with Christopher Graff, a member and the Director of Asset Management for RMB Holdings, are the natural persons with voting and dispositive power over the shares listed in the table as held by Mendon Capital Master Fund, Ltd.

(7)

RMB Capital Management LLC is the investment manager of Mendon Capital QP LP and Iron Road Multi-Strategy Fund LP and is the sub-advisor of Mendon Capital Master Fund Ltd. RMB Capital Holdings LLC is the ultimate parent company of RMB Capital. The managers of RMB Holdings are Richard M. Burridge, Jr., Frederick Paulman and Walter Clark along with Christopher Graff, a member of RMB Holdings and the Managing Director of Asset Management for RMB Capital, are the natural persons with voting and dispositive power over the shares.

To our knowledge, none of the selling shareholders listed in the table above is a broker-dealer registered under Section 15 of the Exchange Act.

Information with respect to the beneficial ownership of all or any part of the shares appearing in this prospectus, any supplement to this prospectus, any post-effective amendment to the registration statement of which this prospectus is a part, or any report that we file with the SEC relating to any selling shareholder or to a particular offer of any of the shares will be based on our records, information filed with the SEC, or information furnished to us by one or more of the selling shareholders.

The selling shareholders will offer and sell the shares in reliance on our effective registration statement on Form S-3 of which this prospectus is a part. That registration statement contemplates as a part of the plan of distribution of the shares that selling shareholders may offer and sell shares of our common stock through underwriters in reliance on that registration statement from time to time. Those persons who purchase the shares in any offering made hereby and who are not affiliates of Commerce Union may freely trade the shares they purchase.

We have not agreed to register or otherwise qualify any of the shares for offer and sale in any country other than the United States or to seek to have the shares admitted to trading on any foreign securities exchange. Further, we have not agreed to become a party to an underwriting agreement relating to the offer and sale of the shares by the selling shareholders.

DESCRIPTION OF OUR COMMON STOCK

General

The following summary of the material terms of our common stock is not intended to be relied upon as an exhaustive list or a complete summarydetailed description of the rights and preferences of such securitiesprovisions discussed and is subject to the applicable provisions ofqualified in its entirety by the Tennessee Business Corporation Act (the “TBCA”) and is qualifiedby our Amended and Restated Charter (as amended, the “charter”) and our Third Amended and Restated Bylaws (as amended, the “bylaws”). Copies of our charter and bylaws are incorporated by reference to our amended and restated charter and amended and restated bylaws. We urge you to read our amended and restated charter and our amended and restated bylaws in their entirety for a complete description of the rights and preferences of our common stock. To obtain copies of these documents, see the section of this prospectus titledprospectus. See “Where You Can Find More Information.”

Authorized and Outstanding Stock

Commerce Union is authorizedCertain Documents by itsReference.”

General
As of the date of this prospectus, our charter toprovides that we may issue a maximum of 30,000,000 shares of common stock, with a par value $1.00 per share, and 10,000,000 shares of preferred stock, par value $1.00 per share. As of September 19 2017, there were 9,021,848August 20, 2020, 16,244,550 (excluding 384,167 unexchanged shares in connection with acquisitions) shares of our common stock issued and outstanding and no shares of preferred stockwere issued and outstanding. There were approximately 528All outstanding shares of our common stock are fully paid and nonassessable. Our common stock is listed on Nasdaq under the symbol “RBNC.”
Voting Rights
The holders of record of the common stock as of September 19, 2017. The number of record holders does not include DTC participants or beneficial owners holding shares through nominee names. 

Common Stock

Voting Rights.

The holders ofReliant common stock are entitled to one vote per share on all matters presented for a shareholder vote. There is no provision for cumulative voting.

Dividend Rights and Limitations on Payment of Dividends.

Dividends

Holders of ourReliant common stock are entitled to dividends when, as and if declared by ourthe Reliant board of directors (the “board of directors”) out of funds legally available for that purpose. WeReliant currently expectexpects to continue to pay (when, as and if declared by ourthe board of directors out of funds legally available for that purpose and subject to regulatory restrictions) regular quarterly cash dividends on ourReliant common stock; however, there can be no assurance that weReliant will continue to pay dividends in the future. Future dividends on ourReliant common stock will depend upon our earnings, and financial condition, liquidity and capital requirements, the general economic and regulatory climate, ourReliant’s ability to service any equity or debt obligations senior to theReliant common stock, and other factors deemed relevant by ourthe board of directors.

As a holding company, we areReliant is ultimately dependent upon our its wholly-owned bank subsidiary, Reliantthe Bank, to provide funding for ourits operating expenses, debt service, and dividends. Various banking laws and regulations and regulatory guidance applicable to Reliantthe Bank limit the payment of dividends and other distributions by Reliantthe Bank to us,Reliant, and, thesesimilarly, certain banking laws and regulations and regulatory guidance may limit ourReliant’s ability to pay dividends on ourReliant common stock. Additionally, assuming the proposed merger with Community First is consummated, we will assume Community First’s payment obligations with respect to certain subordinated debentures. If these payment obligations were not made or were suspended, we would be prohibited from paying dividends on our common stock. Additionally, bank regulatory authorities could impose administratively stricter limitations on the ability of Reliantthe Bank to pay dividends to usReliant, or the ability of Reliant to pay dividends to holders of its common stock, if such limitslimitations were to be deemed appropriate to preserve certainin light of capital adequacy requirements.

Board of Directors.
The business of Commerce UnionReliant is controlledmanaged by a board of directors, the members of which isare elected by a majority of the votes cast by holders of Reliant common stock (except in the event of a contested election in which case directors are elected by a plurality vote of the common shareholders. Commerce Union’s boardvotes cast by shares entitled to vote). Directors are elected annually at the annual meeting of directors is divided into three classes, with each director electedReliant’s shareholders for a three year termterms expiring at the next annual meeting of Reliant’s shareholders and until the election and qualification of his or her successor, subject to such director’s earlier death, resignation, or removal from office.their successors. No shareholder has the right to cumulative voting with respect to the election of directors.

Liquidation Rights. Rights
In the event of Commerce Union’sReliant’s liquidation, dissolution, or winding-up, holders of Reliant common stock have the right to a ratable portion of the assets remaining after satisfaction in full of the prior rights of creditors, all liabilities, and any liquidation preferences of any outstanding shares of preferred stock.

Conversion and Subscription Rights.
The holders of shares of Reliant common stock have no conversion, preemptive, or other subscription rights.
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TABLE OF CONTENTS

Liability tofor Further Calls or to Assessments.
The shares of Reliant common stock are not subject to liability for further calls or to assessments by Commerce Union.

Reliant.
Nasdaq Listing
17

Transfer Agent. The transfer agent and registrar for Commerce Union common stock is American Stock Transfer & Trust Company, LLC.

NASDAQ Listing. OurReliant common stock is listed on the Nasdaq Capital Market under the symbol “CUBN.“RBNC.

Preferred Stock

No shares of Commerce Union preferred

Registrar and Transfer Agent
The registrar and transfer agent for Reliant common stock are outstanding. The board of directors of Commerce Union may, without further action by our shareholders, issue one or more series of preferred stock and fix the rights and preferences of those shares, including the dividend rights, dividend rates, conversion rights, exchange rights, voting rights, terms of redemption, redemption price or prices, liquidation preferences, the number of shares constituting any series and the designation of such series.

is Broadridge Financial Solutions, Inc.

Certain Protective Provisions

General

Our charter and bylaws, as well as the Tennessee Business Corporation Act,TBCA, contain certain provisions designed to enhance the ability of our board of directors to deal with attempts to acquire control of us. These provisions may be deemed to have an anti-takeover effect and may discourage takeover attempts which have not been approved by the board of directors (including takeovers which certain shareholders may deem to be in their best interest). ToIn particular, the extent that such takeover attempts are discouraged, temporary fluctuations in the market price of common stock resulting from actual or rumored takeover attempts may be inhibited. These provisions also could discourage or make more difficult a merger, tender offer, or proxy contest, even though such transaction may be favorable to the interests of shareholders, and could potentially adversely affect the market price of our common stock.

The following briefly summarizes protective provisions that are contained in our charter and bylaws and which are provided by the Tennessee Business Corporation Act. This summary is necessarily general and is not intended to be a complete description of all the features and consequences of those provisions and is qualified in its entirety by reference to our amended and restated charter and our amended and restated bylaws and the statutory provisions contained in the Tennessee Business Corporation Act.

Staggered Board of Directors

Our charter and bylaws provide that the board of directors is divided into three classes of approximately equal size with staggered three-year terms. This classification of our board of directors could make it more difficult for a third party to acquire, or discourage a third party from seeking to acquire, control of our company.

Authorized but Unissued Stock

The authorized but unissued shares of common stock and preferred stock will be available for future issuance without shareholder approval. These additional shares may be used for a variety of corporate purposes, including future private or public offerings to raise additional capital, corporate acquisitions, and employee benefit plans. The existence of authorized but unissued and unreserved shares of common stock and preferred stock may enable the board of directors to issue shares to persons friendly to current management, which could render more difficult or discourage any attempt to obtain control of us by means such as a proxy contest, tender offer, or merger, and thereby protect the continuity of our management.

DESCRIPTION OF PREFERRED STOCK
The following outlines the company’s management.

Removalgeneral provisions of Directorsthe shares of preferred stock which we may offer from time to time. The specific terms of a series of preferred stock will be described in the applicable prospectus supplement relating to that series of preferred stock. The following description of the preferred stock and Filling Vacancies

Ourany description of preferred stock in a prospectus supplement is only a summary and is subject to and qualified in its entirety by reference to the articles of amendment to our charter relating to the particular series of preferred stock, a copy of which we will file with the SEC in connection with the sale of any series of preferred stock.

General
The charter authorizes the board of directors to issue up to 10,000,000 shares of preferred stock, with a par value of $1.00 per share. No shares of preferred stock are currently issued and bylaws provide that a directoroutstanding. The preferred stock may be removed from office prior toissued by vote of the expiration of such director’s term only for cause at a meeting called for such purpose. This provision could reduce the likelihood that the shareholders are able to remove a member of our board of directors. Additionally, our bylaws provide that all vacancies on our boarddirectors without further shareholder action. The preferred stock may be filledissued in one or more series, with such designations, voting rights (or without voting rights), redemption, conversion or sinking fund provisions, dividend rates or provisions, liquidation rights, and other preferences and limitations as the board of directors may determine in the exercise of its business judgment. The preferred stock may be issued by the board of directors for a variety of reasons. We summarize below some of the unexpired term, givingprovisions that will apply to the preferred stock that we may issue pursuant to this prospectus unless the applicable prospectus supplement provides otherwise. This summary may not contain all information that is important to you. The complete terms of the preferred stock will be contained in the prospectus supplement applicable to the particular series of preferred stock that we issue. You should read the prospectus supplement, which will contain additional information and which may update or change some of the information below.
The issuance of any preferred stock could adversely affect the rights of the holders of common stock and, therefore, reduce the value of the common stock. The ability of our board the ability to appointof directors to serveissue preferred stock could discourage, delay or prevent a takeover or other corporate action.
The terms of any particular series of preferred stock will be described in the prospectus supplement relating to that particular series of preferred stock, including, where applicable:
the title, designation, stated value, and liquidation preference of such preferred stock and the amount of stock offered;
the offering price;
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the dividend rate or rates (or the method of calculation of the same), the date or dates from which dividends will accrue, and whether such dividends will be cumulative or noncumulative and, if cumulative, the dates from which dividends will commence to cumulate;
any redemption or sinking fund provisions;
the amount that shares of such series will be entitled to receive in the event of our liquidation, dissolution or winding-up;
the terms and conditions, if any, on which shares of such series will be convertible or exchangeable for shares of our stock of any other class or classes, or other series of the same class;
the voting rights, if any, of shares of such series;
the status as to reissuance or sale of shares of such series redeemed, purchased or otherwise reacquired, or surrendered to us on conversion or exchange;
the conditions and restrictions, if any, on the payment of dividends or on the making of other distributions on, or the purchase, redemption or other acquisition by Reliant or any of our subsidiaries, of the common stock or of any other class of our shares ranking junior to the shares of such series as to dividends or upon liquidation;
the conditions and restrictions, if any, on the creation of indebtedness of Reliant or any of our subsidiaries, or on the issuance of any additional stock ranking on a limited periodparity with or prior to the shares of such series as to dividends or upon liquidation;
any additional dividend, liquidation, redemption, sinking or retirement fund and other rights, preferences, privileges, limitations and restrictions of such preferred stock; and
any other rights, preferences, privileges, limitations and restrictions that are not inconsistent with the terms of our charter.
The preferred stock will, when issued against payment of the consideration payable therefore, be fully paid and non-assessable. Unless otherwise specified in the applicable prospectus supplement, each series of preferred stock will, upon issuance, rank senior to the common stock and on par in all respects with each other outstanding series of preferred stock. The rights of the holders of our preferred stock will be subordinate to that of our general creditors.
DESCRIPTION OF DEBT SECURITIES
The following description, and any description in a prospectus supplement of the debt securities we may offer from time without shareholder approval.

Advance Notice Requirements for Shareholder Proposals

Our bylaws establish advance notice proceduresthe indentures and any supplemental indentures that we file with regardthe SEC in connection with an issuance of any series of debt securities. You should read all of the provisions of the indentures, including the definitions of certain terms, as well as any supplemental indentures that we file with the SEC in connection with the issuance of any series of debt securities. The following description set forth certain general terms and provisions of the securities to shareholder proposals. These procedures providewhich any prospectus supplement may relate. The specific terms and provisions of a series of debt securities and the extent to which the general terms and provisions may also apply to a particular series of debt securities will be described in the applicable prospectus supplement.

General
This prospectus describes certain general terms and provisions of the debt securities we may offer from time to time. The debt securities will be issued under an indenture between us and a trustee to be designated prior to the issuance of the debt securities. When we offer to sell a particular series of debt securities, we will describe the specific terms of the securities in a supplement to this prospectus. The prospectus supplement will also indicate whether the general terms and provisions described in this prospectus apply to a particular series of debt securities.
We may issue, from time to time, debt securities, in one or more series, that the shareholder must submit certain information regarding the proposal,will consist of either our senior debt (“senior debt securities”), our senior subordinated debt (“senior subordinated debt”), our subordinated debt (“subordinated debt”) or our junior subordinated debt (“junior subordinated debt” and, together with the proposal itself,senior subordinated debt and the subordinated debt, the “subordinated debt securities”). Debt securities, whether senior, senior subordinated, subordinated, or junior subordinated, may be issued as convertible debt securities or exchangeable debt securities.
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The senior debt securities and the subordinated debt securities will be issued under separate indentures to our corporate secretary in advance of the annual meeting. Shareholders submitting proposals for inclusion in our proxy statement must comply with the proxy rulesbe entered into between Reliant and a bank or trust company, or other trustee that is qualified to act under the Exchange Act. We may reject a shareholder proposal that is not made in accordance with such procedures. These provisions could reduce the likelihood that shareholders submit proposals for matters to be considered at annual or special meetingsTrust Indenture Act of our shareholders.

Certain Nomination Requirements

Pursuant to our bylaws, we have established certain nomination requirements for an individual to be elected as a director at any annual or special meeting of the shareholders, including that the nominating party provide us within a specified time prior to the meeting: (i) certain identifying information about any person who the shareholder proposes to nominate for election as a director, including information relating to such person that is required to be disclosed under the Exchange Act in solicitations of proxies for elections of directors, and (ii) certain identifying information about the shareholder making the nomination. These provisions could reduce the likelihood that a third party would nominate and elect individuals to serve on our board of directors.

Business Combinations with Interested Shareholders

The Tennessee business combinations statute provides that a 10% or greater shareholder of a Tennessee corporation cannot engage in a “business combination” (as defined in the statute) with such corporation for a period of two years following the date on which the 10% shareholder became such, unless the business combination or the acquisition of shares is approved by a majority of the disinterested members of such corporation’s board of directors before the 10% shareholder’s share acquisition date. This statute further provides that at no time (even after the two-year period subsequent to such share acquisition date) may the 10% shareholder engage in a business combination with the relevant corporation unless certain approvals of the board of directors or disinterested shareholders are obtained or unless the consideration given in the combination meets certain minimum standards set forth in the statute. The law is very broad in its scope and is designed to inhibit unfriendly acquisitions but it does not apply to corporations whose charter contains a provision electing not to be covered by the law. Our charter does not contain such a provision. An amendment of our charter to that effect would, however, permit a business combination with an interested shareholder even though that status was obtained prior to the amendment.

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES FOR NON-U.S. HOLDERS OF COMMON STOCK

The following is a summary of material United States federal income tax consequences relevant to non-U.S. holders, as defined below, of the purchase, ownership and disposition of our common stock issued pursuant to this offering. We do not intend for this summary to be a description of any other tax consequences of purchasing, owning and disposing of our common stock. The following summary is based on current provisions of the Internal Revenue Code of 1986,1939, as amended (the Code“Trust Indenture Act”), U.S. Treasury regulations,which we select to act as trustee. A copy of the form of each indenture has been filed as an exhibit to the registration statement of which this prospectus forms a part. We use the term “indentures” to refer to both the senior indenture and judicial and administrative authority. These authoritiesthe subordinated indenture. The indentures may be changed, possibly retroactively, somodified by one or more supplemental indentures, which we will incorporate by reference as an exhibit to resultthe registration statement of which this prospectus is a part.

Unless otherwise described in U.S. federal income tax consequences differenta prospectus supplement, the following general terms and provisions will apply to the debt securities. Neither the indentures nor the debt securities will limit or otherwise restrict the amounts of other indebtedness which we may incur, or the amount of other securities that we may issue. Although the total amount of debt securities we may offer under this prospectus will be limited to $100,000,000 in aggregate principal amount, the indentures do not limit the principal amount of any particular series of securities. Each prospectus supplement will specify the particular terms of the securities offered. These terms may include:
the title of the debt securities;
the limit, if any, upon the aggregate principal amount or issue price of the debt securities of a series;
ranking of the specific series of debt securities relative to other outstanding indebtedness, including any debt of any of our subsidiaries;
the price or prices at which the debt securities will be issued;
the designation, aggregate principal amount and authorized denominations of the series of debt securities;
the issue date or dates of the series and the maturity date of the series;
whether the debt securities will be issued at par or at a premium over or a discount from their face amount;
the interest rate, if any, and the method for calculating the interest rate and basis upon which interest will be calculated;
the right, if any, to extend interest payment periods and the duration of the extension;
the interest payment dates and the record dates for the interest payments;
any mandatory or optional redemption terms or prepayment, conversion, sinking fund or exchangeability or convertibility provisions;
the currency of denomination of the securities;
the place where we will pay principal, premium, if any, and interest, if any, and the place where the debt securities may be presented for transfer;
if payments of principal (or premium, if any) or interest, if any, on the debt securities will be made in one or more currencies or currency units other than that or those set forth below. We have not soughtin which the debt securities are denominated, the manner in which the exchange rate with respect to these payments will be determined;
if other than denominations of $1,000 or multiples of $1,000, the denominations the debt securities will be issued in;
whether the debt securities will be issued in the form of global securities or certificates;
the applicability of and additional provisions, if any, ruling fromrelating to the defeasance of the debt securities;
the portion of principal amount of the debt securities payable upon declaration of acceleration of the maturity date, if other than the entire principal amount;
the currency or currencies, if other than the currency of the United States, Internal Revenue Service (“IRS”)in which principal and interest will be paid;
the dates on which premium, if any, will be paid;
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any addition to or change in the “Event of Default” described under the caption “Events of Default and Remedies” below or in the indenture with respect to the statements madedebt securities and any change in the acceleration provisions described in this prospectus or in the indenture with respect to the debt securities;
any addition to or change in the covenants described in this prospectus or in the indenture with respect to the debt securities;
our right, if any, to defer payment of interest and the conclusions reached inmaximum length of this deferral period; and
other specific terms, including any additional events of default or covenants.
We may issue debt securities at a discount below their stated principal amount. Even if we do not issue the following summary, and there can be no assurance that the IRS will agree with such statements and conclusions.

This section does not consider state, local, estate or foreign tax consequences, nor does it address tax consequences to special classes of investors, including, but not limited to, tax-exempt organizations, insurance companies, banks or other financial institutions, partnerships or other entities classified as partnershipsdebt securities below their stated principal amount, for United States federal income tax purposes dealersthe debt securities may be deemed to have been issued with a discount because of certain interest payment characteristics. We will describe in securities, persons liable for the alternative minimum tax, certain former citizens or long-term residents of the United States, traders in securities that elect to use a mark-to-market method of accounting for their securities holdings, persons who have acquired our common stock as compensation or otherwise in connection with the performance of services, or persons that will hold our common stock as a position in a hedging transaction, “straddle,” “conversion transaction” or other risk reduction transaction. Tax consequences may vary depending upon the particular status of an investor. The summary is limited to non-U.S. holders who will hold our common stock as “capital assets” (generally, property held for investment).

YOU ARE URGED TO CONSULT YOUR TAX ADVISOR WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO YOUR PARTICULAR SITUATION, AS WELL AS ANY TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX RULES OR UNDER THE LAWS OF ANY STATE, LOCAL, NON-U.S. OR OTHER TAXING JURISDICTION OR UNDER ANY APPLICABLE TAX TREATY.

Non-U.S. holder defined

For purposes of this discussion, you are a “non-U.S. holder” if you are a holder of our common stock other than:

an individual citizen or resident of the United States (for tax purposes);

a corporation or other entity taxable as a corporation created or organized in the United States or under the laws of the United States or any political subdivision thereof;

an estate whose income is subject to U.S. federal income tax regardless of its source; or

a trust (x) whose administration is subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority to control all substantial decisions of the trust or (y) which has made a valid election to be treated as a U.S. person.

If an entity or arrangement treated as a partnership for United States federal income tax purposes holds our common stock, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. If you are treated as a partner in such an entity holding our common stock, you should consult your tax advisor as toany applicable prospectus supplement the United States federal income tax consequencesconsiderations applicable to debt securities issued at a discount or deemed to be issued at a discount, and will describe any special United States federal income tax considerations that may be applicable to the particular debt securities.

We may structure one or more series of subordinated debt securities so that they qualify as capital under federal regulations applicable to bank holding companies. We may adopt this structure whether or not those regulations are applicable to us at the time of issuance.
The debt securities will represent our general unsecured obligations. We are a holding company, and the Company’s operating assets are owned by our wholly-owned bank subsidiary, Reliant Bank. We rely primarily on dividends from the Bank to meet our obligations. We are a legal entity separate and distinct from our banking and non-banking affiliates. The Bank is subject to restrictions imposed by federal law on any extensions of credit to, and certain other transactions with, us and certain other affiliates, and on investments in stock or other securities thereof. In addition, the Bank’s payment of dividends to us is subject to ongoing review by banking regulators.
Because we are a holding company, our right to participate in any distribution of assets of any subsidiary upon the subsidiary’s liquidation or reorganization or otherwise is subject to the prior claims of creditors of the subsidiary, except to the extent we may ourselves be recognized as a creditor of that subsidiary. Accordingly, the debt securities will be effectively subordinated to all existing and future liabilities, including deposit liabilities, of our subsidiaries, and holders of the debt securities should look only to our assets for payments on the debt securities. The indentures do not limit the incurrence or issuance of additional secured or unsecured debt, including senior indebtedness.
Senior Debt
Senior debt securities will rank equally and pari passu with all of our other unsecured and unsubordinated debt from time to time outstanding.
Subordinated Debt
Any subordination provisions of a particular series of debt securities will be set forth in the supplemental indenture, board resolution(s), or officers’ certificate(s) related to that series of debt securities and will be described in the relevant prospectus supplement.
If this prospectus is being delivered in connection with a series of subordinated debt securities, the accompanying prospectus supplement or the information incorporated by reference in this prospectus will set forth the approximate amount of senior indebtedness outstanding as of the end of the most recent fiscal quarter.
Conversion or Exchange Rights
Debt securities may be convertible into or exchangeable for our other securities or property. The terms and conditions of conversion or exchange will be set forth in the supplemental indenture, board resolution(s), or officers’ certificate(s) related to that series of debt securities and will be described in the relevant prospectus supplement. The terms and conditions will include, among others, the following:
the conversion or exchange price;
the conversion or exchange period;
provisions regarding our ability or the ability of the holder to convert or exchange the debt securities;
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events requiring adjustment to the conversion or exchange price; and
provisions affecting conversion or exchange in the event of our redemption of the debt securities.
Merger, Consolidation or Sale of Assets
We are prohibited from merging into or consolidating with any other entity or selling, leasing, or conveying substantially all of our assets and the assets of our subsidiaries, taken as a whole, to any other entity, unless:
either we are the continuing corporation or the successor corporation or the successor entity which acquires by sale, lease, or conveyance substantially all of our and our subsidiaries’ assets is a corporation, limited liability company, partnership or trust organized under the laws of the United States, any state thereof, or the District of Columbia, and expressly assumes the due and punctual payment of the principal of, and premium, if any, and interest, if any, on, all the debt securities and the due performance of every covenant of the indentures to be performed or observed by us, by supplemental indenture satisfactory to the trustee, executed and delivered to the trustee by such corporation;
immediately after giving effect to such transactions, no Event of Default described under the caption “Events of Default and Remedies” below, or event which, after notice or lapse of time or both would become an Event of Default, has happened and is continuing; and
we have delivered to the trustee an officers’ certificate and an opinion of counsel each stating that such transaction and such supplemental indenture comply with the indenture provisions relating to merger, consolidation, or sale, lease, or conveyance of assets, as applicable.
Upon any consolidation or merger with or into any other entity or any sale, lease, or conveyance of all or substantially all of our and our subsidiaries’ assets to any successor entity, the successor entity will succeed, and be substituted for, us under the indentures and each series of outstanding debt securities, and we will be relieved of all obligations under the indentures and each series of outstanding debt securities to the extent we were the predecessor entity.
Events of Default and Remedies
When we use the term “Event of Default” in the indentures with respect to the debt securities of any series, we mean:
(1)
default in paying interest on the debt securities when it becomes due and the default continues for a period of 30 days or more;
(2)
default in paying principal of or premium, if any, on the debt securities when due;
(3)
default is made in the payment of any sinking or purchase fund or analogous obligation when the same becomes due, and such default continues for 30 days or more;
(4)
default in the performance, or breach, of any covenant or warranty in the indentures (other than defaults specified in clause (1), (2) or (3) above) and the default or breach continues for a period of 60 days or more after we receive written notice of such default or breach from the trustee or we and the trustee receive notice from the holders of at least 25% in aggregate principal amount of the outstanding debt securities of the series;
(5)
certain events of bankruptcy, insolvency, reorganization, administration or similar proceedings with respect to us have occurred; and
(6)
any other Event of Default provided for with respect to debt securities of that series that is set forth in the applicable prospectus supplement accompanying this prospectus.
No Event of Default with respect to a particular series of debt securities (except as to certain events of bankruptcy, insolvency, or reorganization) necessarily constitutes an Event of Default with respect to any other series of debt securities. The occurrence of certain Events of Default or an acceleration under the indentures may constitute an event of default under certain of our other indebtedness that we may have outstanding from time to time. Unless otherwise provided by the terms of an applicable series of debt securities, if an Event of Default under the indentures occurs with respect to the debt securities of any series and is continuing, then the trustee or the holders of not less than 51% of the aggregate principal amount of the outstanding debt securities of that series may by written notice require us to repay immediately the entire principal amount of the outstanding debt securities of that series (or such lesser amount as may be provided in the terms of the securities), together with all accrued and unpaid interest and premium,
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if any. In the case of an Event of Default resulting from certain events of bankruptcy, insolvency, or reorganization, the principal (or such specified amount) of and accrued and unpaid interest, if any, on all outstanding debt securities will become and be immediately due and payable without any declaration or other act on the part of the trustee or any holder of outstanding debt securities. We refer you to the prospectus supplement relating to any series of debt securities that are discount securities for the particular provisions relating to acceleration of a portion of the principal amount of such discount securities upon the occurrence of an Event of Default.
After a declaration of acceleration, the holders of a majority in aggregate principal amount of outstanding debt securities of any series may rescind this accelerated payment requirement if all existing Events of Default, except for nonpayment of the principal on the debt securities of that series that has become due solely as a result of the accelerated payment requirement, have been cured or waived and if the rescission of acceleration would not conflict with any judgment or decree. The holders of a majority in aggregate principal amount of the outstanding debt securities of any series also have the right to waive past defaults, except a default in paying principal or interest on any outstanding debt security, or in respect of a covenant or a provision that cannot be modified or amended without the consent of all holders of the debt securities of that series.
No holder of any debt security may seek to institute a proceeding with respect to the indentures unless such holder has previously given written notice to the trustee of a continuing Event of Default, the holders of not less than 25% and 51%, respectively in the subordinated debt indenture and the senior debt indenture, in aggregate principal amount of the outstanding debt securities of the series have made a written request to the trustee to institute proceedings in respect of the Event of Default, the holders have offered reasonable indemnity to the trustee, and the trustee has failed to institute such proceedings within 60 days after it received this notice of default. In addition, within this 60-day period the trustee must not have received directions inconsistent with this written request by holders of a majority in aggregate principal amount of the outstanding debt securities of that series. These limitations do not apply, however, to a suit instituted by a holder of a debt security for the enforcement of the payment of principal, interest or any premium on or after the due date for such payment.
During the existence of an Event of Default actually known to a responsible officer of the trustee, the trustee is required to exercise the rights and powers vested in it under the indentures and use the same degree of care and skill in its exercise of such rights and powers as a prudent person would under the circumstances in the conduct of that person’s own affairs. If an Event of Default has occurred and is continuing, the trustee is not under any obligation to exercise any of its rights or powers at the request or direction of any of the holders unless the holders have offered to the trustee security or indemnity reasonably satisfactory to the trustee. Each indenture provides that the holders of a majority in aggregate principal amount of the outstanding securities of any series may, in certain circumstances, direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or exercising any trust or other power conferred on the trustee.
The trustee will, within 90 days after receiving notice of an Event of Default, give notice of the Event of Default to the holders of the debt securities of that series, unless the Event of Default was already cured or waived. Unless there is a default in paying principal, interest or any premium when due, the trustee can withhold giving notice to the holders if it determines in good faith that the withholding of notice is in the interest of the holders. In the case of an Event of Default specified in clause (4) above describing Events of Default, no notice of default to the holders of the debt securities of that series will be given until 60 days after the occurrence of the Event of Default.
Each indenture requires us, within 120 days after the end of our fiscal year, to furnish to the trustee a statement as to compliance with such indenture.
Modification and Waiver
The indentures may be amended or modified without the consent of any holder of debt securities in order to:
evidence a successor to the trustee;
cure ambiguities, defects, or inconsistencies;
provide for the assumption of our obligations in the case of a merger or consolidation or transfer of all or substantially all of our assets that complies with certain covenants specified in the indenture;
make any change that would provide any additional rights or benefits to the holders of the debt securities of a series;
add guarantors or co-obligors with respect to the debt securities of any series;
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secure the debt securities of a series;
establish the form or forms of debt securities of any series;
add additional Events of Default with respect to the debt securities of any series;
add additional provisions as may be expressly permitted by the Trust Indenture Act;
maintain the qualification of the indenture under the Trust Indenture Act; or
make any change that does not adversely affect in any material respect the interests of any holder.
Other amendments and modifications to the indentures or the debt securities issued may be made with the consent of the holders of not less than a majority in aggregate principal amount of the outstanding debt securities of each series affected by the amendment or modification. However, no modification or amendment may, without the consent of the holder of each outstanding debt security affected:
change the maturity date or the stated payment date of any payment of premium or interest payable on the debt securities;
reduce the principal amount, or extend the fixed maturity, of the debt securities;
change the method of computing the amount of principal of or any interest on any debt security;
change or waive the redemption or repayment provisions of the debt securities;
change the currency in which principal, any premium or interest is paid or the place of payment;
reduce the percentage in principal amount outstanding of debt securities of any series which must consent to an amendment, supplement or waiver or consent to take any action;
impair the right to institute suit for the enforcement of any payment on the debt securities;
waive a payment default with respect to the debt securities;
reduce the interest rate or extend the time for payment of interest on the debt securities;
adversely affect the ranking or priority of the debt securities of any series; or
release any guarantor or co-obligor from any of its obligations under its guarantee or the indenture, except in compliance with the terms of the indenture.
Satisfaction, Discharge and Covenant Defeasance
We may terminate our obligations under the indentures with respect to the outstanding debt securities of any series, when:
either:
all debt securities of any series issued that have been authenticated and delivered have been delivered to the trustee for cancellation; or
all the debt securities of any series issued that have not been delivered to the trustee for cancellation have become due and payable, will become due and payable within one year, or are to be called for redemption within one year and we have made arrangements satisfactory to the trustee for the giving of notice of redemption by such trustee in our name and at our expense, and in each case, we have irrevocably deposited or caused to be deposited with the trustee sufficient funds to pay and discharge the entire indebtedness on the series of debt securities; and
we have paid or caused to be paid all other sums then due and payable under such indenture; and
we have delivered to the trustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent under such indenture relating to the satisfaction and discharge of the indenture have been complied with.
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We may elect to have our obligations under the indentures discharged with respect to the outstanding debt securities of any series (“legal defeasance”). Legal defeasance means that we will be deemed to have paid and discharged the entire indebtedness represented by the outstanding debt securities of such series under such indenture, except for:
the rights of holders of the debt securities to receive principal, interest, and any premium when due;
our obligations with respect to the debt securities concerning issuing temporary debt securities, registration of transfer of debt securities, mutilated, destroyed, lost, or stolen debt securities and the maintenance of an office or agency for payment for security payments held in trust;
the rights, powers, trusts, duties, and immunities of the trustee; and
the defeasance provisions of the indenture.
In addition, we may elect to have our obligations released with respect to certain covenants in the indentures (“covenant defeasance”). If we so elect, any failure to comply with these obligations will not constitute a default or an Event of Default with respect to the debt securities of any series. In the event covenant defeasance occurs, certain events, not including non-payment, bankruptcy, and insolvency events, described under “Events of Default and Remedies” will no longer constitute an Event of Default for that series.
In order to exercise either legal defeasance or covenant defeasance with respect to outstanding debt securities of any series:
we must irrevocably have deposited or caused to be deposited with the trustee as trust funds, specifically pledged as security for, and dedicated solely to, the benefits of the holders of the debt securities of a series:
money in an amount; or
United States government obligations (or equivalent government obligations in the case of debt securities denominated in other than United States dollars or a specified currency) that will provide, not later than one day before the due date of any payment, money in an amount; or
a combination of money and United States government obligations (or equivalent government obligations, as applicable);
in each case sufficient, in the written opinion (with respect to United States or equivalent government obligations or a combination of money and United States or equivalent government obligations, as applicable) of a nationally recognized firm of independent public accountants, to pay and discharge, and which will be applied by the trustee to pay and discharge, all of the principal (including mandatory sinking fund payments), interest and any premium at due date or maturity;
in the case of legal defeasance, we have delivered to the trustee an opinion of counsel stating that, under then applicable federal income tax law, the holders of the debt securities of that series will not recognize income, gain or loss for federal income tax purposes as a result of the deposit, defeasance, and discharge to be effected and will be subject to the same federal income tax as would be the case if the deposit, defeasance, and discharge did not occur;
in the case of covenant defeasance, we have delivered to the trustee an opinion of counsel to the effect that the holders of the debt securities of that series will not recognize income, gain, or loss for federal income tax purposes as a result of the deposit and covenant defeasance to be effected and will be subject to the same federal income tax as would be the case if the deposit and covenant defeasance did not occur;
no Event of Default or default with respect to the outstanding debt securities of that series has occurred and is continuing at the time of such deposit after giving effect to the deposit or, in the case of legal defeasance, no default relating to bankruptcy or insolvency has occurred and is continuing at any time on or before the 91st day after the date of such deposit, it being understood that this condition is not deemed satisfied until after the 91st day;
the legal defeasance or covenant defeasance will not cause the trustee to have a conflicting interest within the meaning of the Trust Indenture Act, assuming all debt securities of a series were in default within the meaning of such act;
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the legal defeasance or covenant defeasance will not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which we are a party;
if prior to the stated maturity date, notice will have been given in accordance with the provisions of the indenture;
the legal defeasance or covenant defeasance will not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless the trust is registered under such act or exempt from registration; and
we have delivered to the trustee an officers’ certificate and an opinion of counsel stating that all conditions precedent with respect to the legal defeasance or covenant defeasance have been complied with.
Covenants
We will set forth in the applicable prospectus supplement any restrictive covenants applicable to any issue of debt securities.
Paying Agent and Registrar
The trustee will initially act as paying agent and registrar for all debt securities. We may change the paying agent or registrar for any series of debt securities without prior notice, and we or any of our subsidiaries may act as paying agent or registrar.
Forms of Securities
Each debt security will be represented either by a certificate issued in definitive form to a particular investor or by one or more global securities representing the entire issuance of the series of debt securities. Certificated securities will be issued in definitive form and global securities will be issued in registered form. Definitive securities name you or your nominee as the owner of the security, and in order to transfer or exchange these securities or to receive payments other than interest or other interim payments, you or your nominee must physically deliver the securities to the trustee, registrar, paying agent, or other agent, as applicable. Global securities name a depositary or its nominee as the owner of the debt securities represented by these global securities. The depositary maintains a computerized system that will reflect each investor’s beneficial ownership of the securities through an account maintained by the investor with its broker/dealer, bank, trust company, or other representative, as we explain more fully below.
Global Securities
We may issue the registered debt securities in the form of one or more fully registered global securities that will be deposited with a depositary or its custodian identified in the applicable prospectus supplement and registered in the name of that depositary or its nominee. In those cases, one or more registered global securities will be issued in a denomination or aggregate denominations equal to the portion of the aggregate principal or face amount of the securities to be represented by registered global securities. Unless and until it is exchanged in whole for securities in definitive registered form, a registered global security may not be transferred except as a whole by and among the depositary for the registered global security, the nominees of the depositary or any successors of the depositary or those nominees.
If not described below, any specific terms of the depositary arrangement with respect to any securities to be represented by a registered global security will be described in the prospectus supplement relating to those securities. We anticipate that the following provisions will apply to all depositary arrangements.
Ownership of beneficial interests in a registered global security will be limited to persons, called participants, that have accounts with the depositary or persons that may hold interests through participants. Upon the issuance of a registered global security, the depositary will credit, on its book-entry registration and transfer system, the participants’ accounts with the respective principal or face amounts of the securities beneficially owned by the participants. Any dealers, underwriters, or agents participating in the distribution of the securities will designate the accounts to be credited. Ownership of beneficial interests in a registered global security will be shown on, and the transfer of ownership interests will be effected only through, records maintained by the depositary, with respect to interests of participants, and on the records of participants, with respect to interests of persons holding through participants. The laws of some states may require that some purchasers of securities take physical delivery of these securities in definitive form. These laws may impair your ability to own, transfer, or pledge beneficial interests in registered global securities.
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So long as the depositary, or its nominee, is the registered owner of a registered global security, that depositary or its nominee, as the case may be, will be considered the sole owner or holder of the securities represented by the registered global security for all purposes under the indenture. Except as described below, owners of beneficial interests in a registered global security will not be entitled to have the securities represented by the registered global security registered in their names, will not receive or be entitled to receive physical delivery of the securities in definitive form and will not be considered the owners or holders of the securities under the indenture. Accordingly, each person owning a beneficial interest in a registered global security must rely on the procedures of the depositary for that registered global security and, if that person is not a participant, on the procedures of the participant through which the person owns its interest, to exercise any rights of a holder under the indenture. We understand that under existing industry practices, if we request any action of holders or if an owner of a beneficial interest in a registered global security desires to give or take any action that a holder is entitled to give or take under the indenture, the depositary for the registered global security would authorize the participants holding the relevant beneficial interests to give or take that action, and the participants would authorize beneficial owners owning through them to give or take that action or would otherwise act upon the instructions of beneficial owners holding through them.
Principal, premium, if any, and interest payments on debt securities represented by a registered global security registered in the name of a depositary or its nominee will be made to the depositary or its nominee, as the case may be, as the registered owner of the registered global security. Neither we nor the trustee nor any other agent of ours or the trustee will have any responsibility or liability for any aspect of the records relating to payments made on account of beneficial ownership interests in the registered global security or for maintaining, supervising or reviewing any records relating to those beneficial ownership interests.
We expect that the depositary for any of the securities represented by a registered global security, upon receipt of any payment of principal, premium, or interest or other distribution of underlying securities or other property to holders on that registered global security, will immediately credit participants’ accounts in amounts proportionate to their respective beneficial interests in that registered global security as shown on the records of the depositary. We also expect that payments by participants to owners of beneficial interests in a registered global security held through participants will be governed by standing customer instructions and customary practices, as is now the case with the securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of those participants.
If the depositary for any of the securities represented by a registered global security is at any time unwilling or unable to continue as depositary or ceases to be a clearing agency registered under the Exchange Act, and a successor depositary registered as a clearing agency under the Exchange Act is not appointed by us within 90 days, we will issue securities in definitive form in exchange for the registered global security that had been held by the depositary. Any securities issued in definitive form in exchange for a registered global security will be registered in the name or names that the depositary gives to the trustee or other relevant agent of ours or theirs. It is expected that the depositary’s instructions will be based upon directions received by the depositary from participants with respect to ownership of beneficial interests in the registered global security that had been held by the depositary.
Unless we state otherwise in a prospectus supplement, the Depository Trust Company (“DTC”) will act as depositary for each series of debt securities issued as global securities. DTC has advised us that DTC is a limited-purpose trust company created to hold securities for its participating organizations (collectively, the “Participants”) and to facilitate the clearance and settlement of transactions in those securities between Participants through electronic book-entry changes in accounts of its Participants. The Participants include securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. Access to DTC’s system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the “Indirect Participants”). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Participants or the Indirect Participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the Participants and the Indirect Participants.
Governing Law
The indentures and each series of debt securities are governed by, and construed in accordance with, the laws of the State of New York.
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DESCRIPTION OF DEPOSITARY SHARES
The following briefly summarizes some of the provisions that will apply to depositary shares unless the applicable prospectus supplement provides otherwise. This summary may not contain all information that is important to you. The complete terms of the depositary shares will be contained in the deposit agreement and depositary receipt applicable to any depositary shares. These documents have been or will be included or incorporated by reference as exhibits to the registration statement of which this prospectus is a part. You should read the deposit agreement and the depositary receipt. You should also read the prospectus supplement applicable to a particular issuance of depositary shares, which will contain additional information and which may update or change some of the information below.
General
We may offer fractional shares of preferred stock, rather than full shares of preferred stock. If we do so, we may issue receipts for depositary shares that each represent a fraction of a share of a particular series of preferred stock. The prospectus supplement will indicate that fraction. The shares of preferred stock represented by depositary shares will be deposited according to the provisions of a deposit agreement to be entered into between us and a bank or trust company that meets certain requirements and is selected by us, which we refer to as the “bank depositary.” Each owner of a depositary share will be entitled to all the rights and preferences of the preferred stock represented by the depositary share. The depositary shares will be evidenced by depositary receipts issued pursuant to the deposit agreement. Depositary receipts will be distributed to those persons purchasing the fractional shares of preferred stock in accordance with the terms of the offering.
The following summary description of certain common provisions of a deposit agreement and the related depositary receipts and any summary description of the deposit agreement and depositary receipts in the applicable prospectus supplement do not purport to be complete and are qualified in their entirety by reference to all of the provisions of such deposit agreement and depositary receipts. The forms of the deposit agreement and the depositary receipts relating to any particular issue of depositary shares will be filed with the SEC each time we issue depositary shares, and you should read those documents for provisions that may be important to you.
Dividends and Other Distributions
If we pay a dividend or cash distribution on a series of preferred stock represented by depositary shares, the bank depositary will distribute such dividends or distribution to the record holders of such depositary shares. If a distribution is in property other than cash, the bank depositary will distribute the property to the record holders of the depositary shares. However, if the bank depositary determines that it is not feasible to make the distribution of property, the bank depositary may, with our approval, sell such property and distribute the net proceeds from such sale to the record holders of the depositary shares.
Redemption of Depositary Shares
If we redeem a series of preferred stock represented by depositary shares, the bank depositary will redeem the depositary shares from the proceeds received by the bank depositary in connection with the redemption. The redemption price per depositary share will equal the applicable fraction of the redemption price per share of the preferred stock. If fewer than all the depositary shares are redeemed, the depositary shares to be redeemed will be selected by lot or pro rata as the bank depositary may determine.
Voting the Preferred Stock
Upon receipt of notice of any meeting at which the holders of the preferred stock represented by depositary shares are entitled to vote, the bank depositary will mail the notice to the record holders of the depositary shares relating to such preferred stock. Each record holder of these depositary shares on the record date, which will be the same date as the record date for the preferred stock, may instruct the bank depositary as to how to vote the preferred stock represented by such holder’s depositary shares. The bank depositary will endeavor, insofar as practicable, to vote the amount of the preferred stock represented by such depositary shares in accordance with such instructions, and we will take all action that the bank depositary deems necessary in order to enable the bank depositary to do so. The bank depositary will abstain from voting shares of the preferred stock to the extent it does not receive specific instructions from the holders of depositary shares representing such preferred stock.
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Amendment and Termination of the Deposit Agreement
Unless otherwise provided in the applicable prospectus supplement or required by law, the form of depositary receipt evidencing the depositary shares and any provision of the deposit agreement may be amended by agreement between the bank depositary and us. The deposit agreement may be terminated by the bank depositary or us only if:
all outstanding depositary shares have been redeemed; or
there has been a final distribution in respect of the preferred stock in connection with any liquidation, dissolution, or winding-up of the Company, and such distribution has been distributed to the holders of depositary receipts.
Charges of Bank Depositary
We will pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. We will pay charges of the bank depositary in connection with the initial deposit of the preferred stock and any redemption of the preferred stock. Holders of depositary receipts will pay other transfer and other taxes and governmental charges and any other charges, including a fee for the withdrawal of shares of preferred stock upon surrender of depositary receipts, that are expressly provided in the deposit agreement for their accounts.
Withdrawal of Preferred Stock
Except as may be provided otherwise in the applicable prospectus supplement, upon surrender of depositary receipts at the principal office of the bank depositary, subject to the terms of the deposit agreement, the owner of the depositary shares may demand delivery of the number of whole shares of preferred stock and all money and other property, if any, represented by those depositary shares. Partial shares of preferred stock will not be issued. If the depositary receipts delivered by the holder evidence a number of depositary shares in excess of the number of depositary shares representing the number of whole shares of preferred stock to be withdrawn, the bank depositary will deliver to such holder at the same time a new depositary receipt evidencing the excess number of depositary shares. Holders of preferred stock thus withdrawn may not thereafter deposit those shares under the deposit agreement or receive depositary receipts evidencing depositary shares therefor.
Miscellaneous
The bank depositary will forward to holders of depositary receipts all reports and communications from us that are delivered to the bank depositary and that we are required to furnish to the holders of the preferred stock.
Neither the bank depositary nor us will be liable if we are prevented or delayed by law or any circumstance beyond our control in performing our obligations under the deposit agreement. The obligations of the bank depositary and us under the deposit agreement will be limited to performance in good faith of our duties thereunder, and we will not be obligated to prosecute or defend any legal proceeding in respect of any depositary shares or preferred stock unless satisfactory indemnity is furnished. We may rely upon written advice of counsel or accountants, upon information provided by persons presenting preferred stock for deposit, holders of depositary receipts or other persons believed to be competent and upon documents believed to be genuine.
Resignation and Removal of Bank Depositary
The bank depositary may resign at any time by delivering to us notice of its election to do so, and we may at any time remove the bank depositary. Any such resignation or removal will take effect upon the appointment of a successor bank depositary and its acceptance of such appointment. The successor bank depositary must be appointed within 60 days after delivery of notice of resignation or removal of the bank depositary and must be a bank or trust company meeting the requirements of the deposit agreement.
DESCRIPTION OF WARRANTS
The following summarizes some of the provisions that will apply to the warrants that we may issue pursuant to this prospectus unless the applicable prospectus supplement provides otherwise. This summary may not contain all information that is important to you. The complete terms of the warrants will be contained in the applicable warrant certificate and warrant agreement. These documents have been or will be included or incorporated by reference as exhibits to the registration statement of which this prospectus is a part. You should read the warrant certificate and the warrant agreement. You should also read the prospectus supplement, which will contain additional information and which may update or change some of the information below.
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General
We may issue, together with other securities or separately, warrants to purchase debt securities, common stock, preferred stock, or other securities. We may issue the warrants under warrant agreements to be entered into between us and a bank or trust company, as warrant agent, all as set forth in the applicable prospectus supplement. The warrant agent would act solely as our agent in connection with the warrants of the series being offered and would not assume any obligation or relationship of agency or trust for or with any holders or beneficial owners of warrants.
The applicable prospectus supplement will describe the following terms, where applicable, of warrants in respect of which this prospectus is being delivered:
the title of the warrants;
the designation, amount and terms of the securities for which the warrants are exercisable and the procedures and conditions relating to the exercise of such warrants;
the designation and terms of the other securities, if any, with which the warrants are to be issued and the number of warrants issued with each such security;
the price or prices at which the warrants will be issued;
the aggregate number of warrants;
any provisions for adjustment of the number or amount of securities receivable upon exercise of the warrants or the exercise price of the warrants;
the price or prices at which the securities purchasable upon exercise of the warrants may be purchased;
if applicable, the date on and after which the warrants and the securities purchasable upon exercise of the warrants will be separately transferable;
if applicable, a discussion of the material United States federal income tax considerations applicable to the warrants;
the terms, procedures and limitations relating to the exchange and exercise of the warrants;
the date on which the right to exercise the warrants will commence and the date on which the right will expire;
if applicable, the maximum or minimum number of warrants which may be exercised at any time;
the identity of the warrant agent;
any mandatory or optional redemption provision;
whether the warrants are to be issued in registered or bearer form;
whether the warrants are extendible and the period or periods of such extendibility;
information with respect to book-entry procedures, if any; and
any other applicable terms of the warrants.
Before exercising their warrants, holders of warrants will not have any of the rights of holders of the securities purchasable upon such exercise, including the right to receive dividends, if any, or payments upon our liquidation, dissolution or winding-up or to exercise voting rights, if any.
Exercise of Warrants
Each warrant will entitle the holder thereof to purchase such principal amounts of debt securities or such number of shares of common stock or preferred stock or other securities at such exercise price as will in each case be set forth in, or be determinable as set forth in, the applicable prospectus supplement. Warrants may be exercised at any time up to the close of business on the expiration date set forth in the applicable prospectus supplement. After the close of business on the expiration date, unexercised warrants will become void. Warrants may be exercised as set forth in the applicable prospectus supplement relating to the warrants offered thereby. Upon receipt of payment and the
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warrant certificate properly completed and duly executed at the corporate trust office of the warrant agent or any other office indicated in the applicable prospectus supplement, we will, as soon as practicable, forward the purchased securities. If less than all of the warrants represented by the warrant certificate are exercised, a new warrant certificate will be issued for the remaining warrants.
Enforceability of Rights of Holders of Warrants
Each warrant agent will act solely as our agent under the applicable warrant agreement and will not assume any obligation or relationship of agency or trust with any holder of any warrant. A single bank or trust company may act as warrant agent for more than one issue of warrants. A warrant agent will have no duty or responsibility in the event of any default by us under the applicable warrant agreement or warrant, including any duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder of a warrant may, without the consent of the related warrant agent or the holder of any other warrant, enforce by appropriate legal action its right to exercise, and receive the securities purchasable upon exercise of, that holder’s warrant(s).
Warrant Adjustments
The applicable prospectus supplement will indicate the circumstances under which the exercise price of, and the number of securities covered by, a common stock warrant or preferred stock warrant may be adjusted proportionately if we subdivide or combine our common stock or preferred stock, as applicable.
Modification of the Warrant Agreement
The warrant agreement will permit us and the warrant agent, without the consent of the warrant holders, to supplement or amend the warrant agreement in the following circumstances:
to cure any ambiguity;
to correct or supplement any provision which may be defective or inconsistent with any other provisions; or
to add new provisions regarding matters or questions that we and the warrant agent deem necessary or desirable to address and which do not adversely affect the interests of the warrant holders.
DESCRIPTION OF UNITS
We may issue units comprised of two or more of the other securities described in this prospectus in any combination. Each unit will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included security. The unit agreement under which a unit is issued may provide that the securities included in the unit may not be held or transferred separately, at any time or at any time before a specified date. The applicable prospectus supplement may describe:
the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately;
any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units;
the terms of the unit agreement governing the units;
United States federal income tax considerations relevant to the units; and
whether the units will be issued in fully registered global form.
This summary of certain general terms of units and any summary description of units in the applicable prospectus supplement do not purport to be complete and are qualified in their entirety by reference to all provisions of the applicable unit agreement and, if applicable, collateral arrangements and depositary arrangements relating to such units. The forms of the unit agreements and other documents relating to a particular issue of units will be filed with the SEC each time we issue units, and you should read those documents for provisions that may be important to you.
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DESCRIPTION OF PURCHASE CONTRACTS
We may issue purchase contracts, including contracts obligating holders to purchase from us, and obligating us to sell to holders, a fixed or varying number of debt or equity securities at a future date or dates. The consideration for such securities may be fixed at the time that the purchase contracts are issued or may be determined by reference to a specific formula set forth in the purchase contracts. Any purchase contract may include anti-dilution provisions to adjust the number of securities issuable pursuant to such purchase contract upon the occurrence of certain events.
The purchase contracts may be issued separately or as part of units consisting of a purchase contract and other securities described in the applicable prospectus supplement or any combination of securities, securing the holders’ obligations to purchase the securities under the purchase contracts, which we refer to herein as “purchase units.” The purchase contracts may require holders to secure their obligations under the purchase contracts in a specified manner. The purchase contracts also may require us to make periodic payments to the holders of the purchase contracts or the purchase units, as the case may be, or vice versa, and those payments may be unsecured or pre-funded on some basis.
The description in the applicable prospectus supplement of any purchase contracts and purchase units we offer will not necessarily be complete and will be qualified in its entirety by reference to the applicable purchase contract or unit agreement, which will be filed with the SEC in connection with any offering of such securities.
DESCRIPTION OF RIGHTS
We may issue rights to purchase our common stock or any series of our preferred stock. These rights may be issued independently or together with any other security offered hereby and may or may not be transferable by the holder receiving the rights in such offering. In connection with any offering of rights, we may enter into a standby arrangement with one or more underwriters or other purchasers pursuant to which the underwriters or other purchasers may be required to purchase any securities remaining unsubscribed for after such offering.
The applicable prospectus supplement will describe the specific terms of any offering of rights for which this prospectus is being delivered, including the following:
the price, if any, for the rights;
the exercise price payable for each share of our common stock or preferred stock upon the exercise of the rights;
the number of rights issued to each holder;
the number and terms of shares of our common stock or preferred stock which may be purchased per each right;
the extent to which the rights are transferable;
any provisions for adjustment of the number or amount of securities receivable upon exercise of the rights or the exercise price of the rights;
any other terms of the rights, including the terms, procedures and limitations relating to the exchange and exercise of the rights;
the date on which the right to exercise the rights will commence, and the date on which the rights will expire;
the extent to which the rights may include an over-subscription privilege with respect to unsubscribed securities; and
if applicable, the material terms of any standby underwriting or purchase arrangement entered into by us in connection with the offering of rights.
The description in the applicable prospectus supplement of any rights we offer will not necessarily be complete and is subject to, and will be qualified in its entirety by reference to, the applicable rights agreement and rights certificate, which will be filed with the SEC in connection with any offering of rights.
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PLAN OF DISTRIBUTION
Initial Offering and Sale of Securities
Unless otherwise set forth in a prospectus supplement accompanying this prospectus, we may sell the securities being offered hereby, from time to time, by one or more of the following methods:
to or through underwriting syndicates represented by managing underwriters;
through one or more underwriters without a syndicate for them to offer and sell to the public;
through dealers or agents;
to investors directly in negotiated sales or in competitively bid transactions; and
through a combination of any of these methods for sale.
Offerings of securities covered by this prospectus also may be made into an existing trading market for those securities in transactions at other than a fixed price, either:
on or through the facilities of Nasdaq or any other securities exchange or quotation or trading service on which those securities may be listed, quoted, or traded at the time of sale; and/or
to or through a market maker otherwise than on the securities exchanges or quotation or trading services set forth above.
Underwriters or agents could make sales in privately negotiated transactions or any other method permitted by law, including sales deemed to be an “at-the-market” offering as defined in Rule 415 promulgated under the Securities Act, which includes sales made directly on or through Nasdaq, the existing trading market for our common stock, or sales made to or through a market maker other than on an exchange. Underwriters and dealers who may participate in any at-the-market offerings will be described in the prospectus supplement relating thereto.
To the extent that we make distributions sales through one or more underwriters or agents in at-the-market offerings, we will do so pursuant to the terms of a sales agency agreement or other at-the-market offering arrangement between us and the underwriters or agents. If we engage in at-the-market sales pursuant to any such agreement, we will issue and sell securities through one or more underwriters or agents, which may act on an agency basis or on a principal basis.
The prospectus supplement with respect to our common stock, such distributionsthe offered securities will be treated as dividends when paid toset forth the extentterms of our currentthe offering of the offered securities, including:
the name or accumulated earningsnames of any underwriters, dealers or agents;
the purchase price of the offered securities and profits as determined for United States federal income tax purposes. Any distribution not constituting a dividend will be treated first as reducing the adjusted basis in the non-U.S. Holder’s shares of our common stock and, to the extent it exceeds the adjusted basis in the non-U.S. Holder’s shares of our common stock, as gainproceeds we anticipate from the sale of the securities;
any underwriting discounts and commissions or exchange of such stock. Except as described below, if you are a non-U.S. holder of our shares, dividends paid to you are subject to withholding of United States federal income tax at a 30% rate or at a lower rate if you are eligible for the benefits of an income tax treaty that provides for a lower rate. Even if you are eligible for a lower treaty rate, weagency fees and other payors will generally be requireditems constituting underwriters’ or agents’ compensation;
the use of proceeds to withhold at a 30% rate (rather than the lower treaty rate) on dividends paid to you, unless you have furnished to us or another payor:

A valid IRS Form W-8BEN, W-8BEN-E or other applicable Form W-8 (or successor form) upon which you certify, under penalties of perjury, your status as a non-U.S. person and your entitlement to the lower treaty rate with respect to such payments, or

In the case of payments made outside the United States to an offshore account (generally, an account maintained by you at an office or branch of a bank or other financial institution at any location outside the United States), other documentary evidence establishing your entitlement to the lower treaty rate in accordance with U.S. Treasury regulations.

If you are eligible for a reduced rate of U.S. withholding tax under an applicable income tax treaty, you may obtain a refund of any amounts withheld in excess of that rate by timely filing a refund claim with the IRS. If a non-U.S. holder holds the stock through a financial institution or other agent acting on the non-U.S. holder’s behalf, the non-U.S. holder will be required to provide appropriate documentation to the agent, which then will be required to provide certification to us or our paying agent, either directly or through other intermediaries.

If dividends paid to a non-U.S. holder are “effectively connected” with the conduct of a trade or business within the United States, and, if required by a tax treaty, the dividends are attributable to a permanent establishment that such holder maintains in the United States, we and other payors generally are not required to withhold tax from the dividends, provided that such holder has furnished to us or another payor a valid IRS Form W-8ECI or other applicable IRS Form W-8 (or successor form) upon which such holder represents, under penalties of perjury, that:

The holder is a non-U.S. person, and

The dividends are effectively connected with the holder’s conduct of a trade or business within the United States and are includible in the holder’s gross income.

“Effectively connected” dividends are taxed at rates applicable to United States citizens, resident aliens and domestic United States corporations. If you are a corporate non-U.S. holder, “effectively connected” dividends that you receive may, under certain circumstances, be subject to an additional “branch profits tax” at a 30% rate, or at a lower rate if you are eligible for the benefits of an income tax treaty that provides for a lower rate.

Sale or other taxable disposition

Subject to the discussion below regarding backup withholding and foreign accounts, a non-U.S. holder generally will not be subject to United States federal income or withholding tax on gain realized on the sale, exchange or other taxable disposition of our common stock unless:

The gain is effectively connected with your conduct of a trade or business in the United States and, if certain tax treaties apply, is attributable to your U.S. permanent establishment;

If you are an individual and are present in the United States for 183 days or more in the taxable year of the sale or other disposition, and certain other conditions are met; or

Our common stock constitutes a U.S. real property interest by reason of our status as a “U.S. real property holding corporation” (USRPHC) for U.S. federal income tax purposes and, if our common stock is “regularly traded” on an established securities market, you held, directly or indirectly, at any time during the shorter of five-year period ending on the date of disposition or your holding period, more than 5% of our common stock.

We believe that we are not currently and will not become a USRPHC and the remainder of this discussion so assumes. However, because the determination of whether we are a USRPHC depends on the fair market value of our U.S. real property relative to the fair market value of our other business assets, there can be no assurance that we will not become a USRPHC in the future.

If you are an individual and are described in the first bullet above, you will be subject to tax on the net gain derived from the sale under regular graduated U.S. federal income tax rates generallyof the securities;

any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers; and
any securities exchange on which such offered securities may be listed.
Any underwriter, agent or dealer involved in the same manner as if you were a U.S. resident. If you are a foreign corporationoffer and are describedsale of any offered securities will be named in the first bullet above, you will be subject to tax on your gain under regular graduated U.S. federal income tax rates generally inprospectus supplement. The distribution of the same manner as if you were a U.S. person and, in addition,securities may be subject to the branch profits tax on your effectively connected earnings and profits at a rate of 30% or at such lower rate as may be specified by an applicable income tax treaty. If you are an individual non-U.S. holder described in the second bullet above, you will be required to pay a flat 30% tax on the gain derived from the disposition, which tax may be offset by U.S.-source capital losses for the year. You should consult any applicable income tax or other treaties that may provide for different rules.

U.S. federal estate tax

Shares of our common stock owned or treated as owned by an individual who is a non-U.S. holder (as specially defined for U.S. federal estate tax purposes) at the time of death will be includible in the individual’s gross estate for U.S. federal estate tax purposes, unless an applicable estate tax treaty provides otherwise, and therefore may be subject to U.S. federal estate tax.

Payments to foreign financial institutions

The Foreign Account Tax Compliance Act, or FATCA, imposes a 30% withholding tax on certain types of payments made to “foreign financial institutions” (as specifically defined under these rules) and certain other non-U.S. entities unless certain due diligence, reporting, withholding, and certification requirements are satisfied or the holder otherwise establishes an exemption.

As a general matter, FATCA imposes a 30% withholding tax on dividends on and gross proceeds from the sale or other disposition of our common stock if paid to a foreign entity unless either (i) the foreign entity is a “foreign financial institution” that undertakes certain due diligence, reporting, withholding, and certification obligations, (ii) the foreign entity is not a “foreign financial institution” and identifies certain of its U.S. investors, or (iii) the foreign entity otherwise is not subject to FATCA. Different rules than those described above may apply to non-U.S. holders resident in jurisdictions that have entered into inter-governmental agreements with the United States.

The required withholding currently applies to dividends on our common stock and will apply beginning on January 1, 2019, with respect to gross proceeds from a sale or other disposition of our common stock.

If withholding is required under FATCA on a payment related to our common stock, investors that otherwise would not be subject to withholding (or that otherwise would be entitled to a reduced rate of withholding) generally will be required to seek a refund or credit from the IRS to obtain the benefit of such exemption or reduction (provided that such benefit is available). Prospective non-U.S. holders should consult their tax advisors regarding the effect of FATCA in their particular circumstances.

Information reporting and backup withholding

Under certain circumstances, U.S. Treasury regulations require information reporting and backup withholding on certain payments on common stock.

Payments of dividends, and the tax withheld on those payments, are subject to information reporting requirements. These information reporting requirements apply regardless of whether withholding was reduced or eliminated by an applicable income tax treaty. We must report annually to the IRS and to each non-U.S. Holder the amount of dividends paid to that holder and the U.S. federal tax withheld with respect to those dividends, regardless of whether withholding is reduced or eliminated by an applicable tax treaty. Under the provisions of an applicable income tax treaty or agreement, copies of the information returns reporting such dividends and withholding may also be made available to the tax authorities in the country in which the non-U.S. holder resides.

U.S. backup withholding is imposed on certain payments to persons that fail to furnish the information required under the U.S. information reporting requirements. Payments of dividends on or of proceeds from the disposition of our common stock will generally be exempt from backup withholding, provided the non-U.S. holder meets applicable certification requirements, including providing a correct and properly executed IRS Form W-8BEN, W-8BEN-E (or other applicable form) or otherwise establishing an exemption and the payor does not have actual knowledge or reason to know that the non-U.S. holder is a U.S. person, as defined under the Code, that is not an exempt recipient.

Backup withholding does not represent an additional tax. Any amounts withheld from a payment to a non-U.S. holder under the backup withholding rules will be allowed as a credit against the holder’s United States federal income tax liability and may entitle the holder to a refund, provided that the required information or returns are timely furnished by the holder to the IRS.

EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS OWN TAX ADVISOR REGARDING THE PARTICULAR U.S. FEDERAL, STATE AND LOCAL AND NON-U.S. TAX CONSEQUENCES OF PURCHASING, HOLDING AND DISPOSING OF OUR COMMON STOCK, INCLUDING THE CONSEQUENCES OF ANY PROPOSED CHANGE IN THE APPLICABLE LAWS.

PLAN OF DISTRIBUTION

As of the date of this prospectus, we have not been advised by the selling shareholders as to any plan of distribution for the shares being offered by this prospectus. The selling shareholders may choose not to sell any of those shares. Those shares may,effected from time to time be offered for sale by the selling shareholders,in one or by their permitted pledgees, donees, transferees, assignees, distributees, or other successors-in-interest, either directly by such selling shareholders or other persons, or through underwriters, dealers or agents or on any exchange on which the shares may from time to time be traded, in the over-the-counter market, in independently negotiated transactions or otherwise, more transactions:

at fixed prices, thatwhich may be changed, changed;
at market prices prevailing at the time of sale, at prices related to prevailing market prices, the sale;
at varying prices determined at the time of sale; or
at negotiated prices.
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Each prospectus supplement will set forth the manner and terms of an offering of securities, including:
whether that offering is being made to underwriters or through agents or directly;
the rules and procedures for any auction or bidding process, if used;
the securities’ purchase price or initial public offering price; and
the proceeds we anticipate from the sale or at prices otherwise negotiated. The methods by whichof the shares may be sold include:

underwritten transactions through underwriting syndicates represented by one or more managing underwriters or directly by one or more underwriters;

privately negotiated transactions;

exchange distributions and/or secondary distributions;

sales in the over-the-counter market;

ordinary brokerage transactions and transactions in which the broker solicits purchasers;

salessecurities.

Sales Through Underwriters
If underwriters are used in the sale of a specified number of shares at a stipulated price per share pursuant to agreements with broker-dealers;

a block trade (which may involve crosses) in which the broker or dealer so engaged will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

purchases by a broker or dealer as principal and resale by such broker or dealer for its own account pursuant to this prospectus;

offerings at other than a fixed price on or through the facilities of any stock exchange on which the shares are then listed for trading or to or through a market maker other than on a stock exchange;

in short sales;

through the writing of options on the shares (including the issuance by the selling shareholders of derivative securities), whether or not the options are listed on an options exchange;

through the distributions of the shares by any selling shareholder to its shareholders, members, partners, unit holders, or other security holders;

a combination of any such methods of sale; and

any other method permitted pursuant to applicable law.

The selling shareholders may offer and sell some or all of the shares being offeredsecurities covered by this prospectus, by or through broker-dealers, who may act as their agents or may purchase such shares as principalthe underwriters will acquire the securities for their own account. The underwriters may resell the securities, either directly to the public or to securities dealers, at various times in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The obligations of the underwriters to purchase the securities will be subject to certain conditions. Unless indicated otherwise in a prospectus supplement, the underwriters will be obligated to purchase all the securities offered if any of the securities are purchased.

Any initial public offering price and any concessions allowed or reallowed to dealers may be changed intermittently.
Sales Through Agents
Unless otherwise indicated in the applicable prospectus supplement, when securities are sold through an agent, the designated agent will agree, for the period of its appointment as agent, to use its best efforts to sell the securities for our account and thereafter resellwill receive such commissions from us as will be set forth in the shares from timeapplicable prospectus supplement.
If so indicated in the applicable prospectus supplement, one or more firms, which we refer to time:

in or through one or more transactions (which may involve crosses and block transactions) or distributions;

on the Nasdaq Capital Market;

in the over-the-counter market; or

in a private transaction.

Broker-dealers or underwriters may receive compensationas “remarketing firms,” acting as principals for their involvementown accounts or as agents for us, may offer and sell the securities offered under this prospectus as part of a remarketing upon their purchase, in accordance with their terms. We will identify any remarketing firm, the terms of its agreement, if any, with us and its compensation in the sale of sharesapplicable prospectus supplement.

If so indicated in the formapplicable prospectus supplement, we may authorize agents, underwriters, or dealers to solicit offers by certain specified institutions to purchase securities at a price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a future date specified in the prospectus supplement. These contracts will be subject only to those conditions set forth in the applicable prospectus supplement, and the prospectus supplement will set forth the commissions payable for solicitation of underwriting discountsthese contracts.
Direct Sales
We may also sell offered securities directly to institutional investors or commissions and may receive commissions from purchasers of the shares being offered hereby for whom they may act as agents. If any broker-dealer purchases anyothers. In this case, no underwriters or agents would be involved. The terms of such shares as principal, it may affect resales of such shares from time to time tosales will be described in the applicable prospectus supplement.
General Information
Broker-dealers, agents, or through other broker-dealers, and other broker-dealersunderwriters may receive compensation in the form of discounts, concessions, or commissions from us and/or the purchasers of such sharessecurities for whom theysuch broker-dealers, agents or underwriters may act as agents. To the extent required, the namesagents or to whom they sell as principal, or both (this compensation to a particular broker-dealer might be in excess of customary commissions).
Underwriters, dealers, and agents that participate in any distribution of the specific managing underwriteroffered securities may be deemed “underwriters” within the meaning of the Securities Act, so any discounts or commissions they receive in connection with the distribution may be deemed to be underwriting compensation. Those underwriters, if any, as well as other important information, such asdealers, and agents may be entitled, under their agreements with us, to indemnification by us against certain civil liabilities, including liabilities under the discounts and commissions the selling shareholders will allowSecurities Act, or pay to thecontribution by us in respect of payments that they may be required to make in respect of those civil liabilities. Several of those underwriters, if any, and the discounts and commissions the underwriters may allow or pay to dealers, or agents if any, will be set forth in, or may be calculated from, the prospectus supplements.

Any underwriters, brokers, dealers, and agents who participate in any salecustomers of, the shares may also engage in transactions with, or perform services for us or our affiliates in the ordinary course of their businesses.

In connection with sales of the shares under this prospectus, the selling shareholders may enter into hedging transactions with broker-dealers, who may in turn engage in short sales of the shares in the course of hedging the positions they assume. The selling shareholders also may sell shares short and deliver them to close out the short positions or loan or pledge the shares to broker-dealers that in turn may sell them.

The selling shareholders or their respectivebusiness. We will identify any underwriters, broker-dealersdealers, or agents may make sales ofand describe their compensation in a prospectus supplement. Any institutional investors or others that purchase offered securities directly, and then resell the shares offered hereby that are deemed to be an at-the-market offering as defined in Rule 415 of the SEC’s rules and regulations promulgated under the Securities Act, which includes sales of shares made directly on or through the stock exchange on which the shares are then listed for trading, in the over-the-counter market or otherwise.

The selling shareholders and any underwriters, broker-dealers or agents who participate in the distribution of the shares offered herebysecurities, may be deemed to be “underwriters” withinunderwriters, and any discounts or commissions received by them from us and any profit on the meaningresale of the Securities Act. To the extent any of the selling shareholders are, or are affiliates of, broker-dealers, they are, accordingsecurities by them may be deemed to the SEC’s interpretation, “underwriters” within the meaning of the Securities Act. Underwriters are subject to the prospectus delivery requirementsbe underwriting discounts and commissions under the Securities Act. If the selling shareholders are deemed

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We will file a supplement to be underwriters, the selling shareholders may be subjectthis prospectus, if required, pursuant to certain statutory liabilitiesRule 424(b) under the Securities Act, and the Exchange Act.

We have agreed to pay the costs and expenses of the registration of the shares offered hereby. We will not payif we enter into any underwriting fees, discounts, and selling commissionsmaterial arrangement with a broker, dealer, agent, or similar fees or arrangements allocable to the selling shareholders’ sale of shares, which will be paid by the selling shareholders.

We have agreed to indemnify, in certain circumstances, the selling shareholders against certain liabilities to which they may become subject in connection withunderwriter for the sale of securities through a block trade, special offering, exchange distribution, or secondary distribution or a purchase by a broker or dealer. Such prospectus supplement will disclose:

the shares included inname of any participating broker, dealer, agent, or underwriter;
the number and type of securities involved;
the price at which such securities were sold;
any securities exchange(s) on which such securities may be listed;
the commissions paid or discounts or concessions allowed to any such broker, dealer, agent, or underwriter where applicable; and
other facts material to the transaction.
In order to facilitate the offering of certain securities under this prospectus including liabilities arising under the Securities Act. The selling shareholders have agreed to indemnify us inor an applicable prospectus supplement, certain circumstances against certain liabilities to which we may become subject in connection with the sale of such shares, including liabilities arising under the Securities Act. We and the selling shareholders may agree to indemnify underwriters, brokers, dealers, and agents who participate in the distribution of the shares included in this prospectus against certain liabilities to which they may become subject in connection with the sale of such shares, including liabilities arising under the Securities Act.

Any shares covered by this prospectus may be resold by a selling shareholder under Rule 144 or Rule 144A under the Securities Act rather than pursuant to this prospectus if the selling shareholder satisfies the conditions to reliance on Rule 144 or Rule 144A with respect to such resale. The shares covered by this prospectus may also be sold to non-U.S. persons outside the U.S. in accordance with Regulation S under the Securities Act rather than pursuant to this prospectus. The shares may be sold in some states only through registered or licensed brokers or dealers.

The selling shareholders and other persons participating in the sale or distribution of the shares will be subject to applicable provisions of the Exchange Act, and the rules and regulations thereunder, including Regulation M. Regulation M may limit the timing of purchases and sales of any of the shares by the selling shareholders and any other person. The anti-manipulation rules under the Exchange Act may apply to sales of shares in the market and to the activities of the selling shareholders and their affiliates. Furthermore, Regulation M may restrict the ability of any person engaged in the distribution of the shares to engage in market-making activities with respect to the particular shares being distributed for a period of up to five business days before the distribution. These restrictions may affect the marketability of the shares and the ability of any person or entity to engage in market-making activities with respect to the shares.

This prospectus and any required prospectus supplement relating to this prospectus may be made available in electronic form on the websites maintained by the underwriters of a particular offering of shares. The underwriters may agree to allocate a number of shares offered hereby for sale to their online brokerage account holders. Such allocations of shares for internet distributions will be made on the same basis as other allocations. In addition, shares may be sold by the underwriters tothose securities dealers who resell securities to online brokerage account holders.

To the extent required, this prospectus may be amended or supplemented from time to time to describe a specific plan of distribution. The place and time of delivery for the securities in respect of which this prospectus is delivered will be set forth in the accompanying prospectus supplement.

In connection with offerings of the shares under the registration statement of which this prospectus forms a part and in compliance with applicable law, underwriters, brokers, or dealers may engage in transactions that stabilize, maintain, or otherwise affect the price of those securities during and after the offering of those securities.

Specifically, if the applicable prospectus supplement permits, the underwriters of the securities may over-allot or otherwise create a short position in the securities for their own account by selling more of the securities than have been sold to them by us and may elect to cover any such short position by purchasing the securities in the open market.
In addition, the underwriters may stabilize or maintain the price of the securities by bidding for or purchasing the securities in the open market and may impose penalty bids, under which selling concessions allowed to syndicate members or other broker-dealers participating in the offering are reclaimed if securities previously distributed in the offering are repurchased in connection with stabilization transactions or otherwise. The effect of these transactions may be to stabilize or maintain the market price of the securities at levelsa level above those that which might otherwise prevail in the open market. Specifically, underwriters, brokers, or dealersThe imposition of a penalty bid may over-allot shares in connection with offerings, creating a short position in the securities for their own accounts. For the purpose of covering a syndicate short position or stabilizingalso affect the price of securities to the securities,extent that it discourages resales of the underwriters, brokers, or dealers may place bids forsecurities. No representation is made as to the securitiesmagnitude or effect purchases of the securities in the open market. Finally, the underwriters may impose a penalty whereby selling concessions allowed to syndicate membersany such stabilization or other brokers or dealers for distribution of the securities in offerings may be reclaimed by the syndicate if the syndicate repurchases previously distributed securities intransactions. Such transactions, to cover short positions, in stabilization transactions, or otherwise. These activities may stabilize, maintain, or otherwise affect the market price of the securities, which may be higher than the price that might otherwise prevail in the open market, and, if commenced, may be discontinued at any time. These transactions
In order to comply with the securities laws of certain states, if applicable, the securities must be sold in such jurisdictions only through registered or licensed brokers or dealers. In addition, in certain states, the securities may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.
Rule 15c6-1 under the Exchange Act generally requires that trades in the secondary market settle in two business days, unless the parties to any such trade expressly agree otherwise. Your prospectus supplement may provide that the original issue date for your securities may be effectedmore than two scheduled business days after the trade date for your securities. Accordingly, in such a case, if you wish to trade securities on any date prior to the second business day before the original issue date for your securities, you will be required, by virtue of the fact that your securities initially are expected to settle in more than two scheduled business days after the trade date for your securities, to make alternative settlement arrangements to prevent a failed settlement.
This prospectus, the applicable prospectus supplement and any applicable pricing supplement in electronic format may be made available on the Internet sites of, or through other online services maintained by, Reliant and/or one or more of the agents and/or dealers participating in an offering of securities, or by their affiliates. In those cases, prospective investors may be able to view offering terms online and, depending upon the particular agent or dealer, prospective investors may be allowed to place orders online.
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Other than this prospectus, the applicable prospectus supplement and any applicable pricing supplement in electronic format, the information on our or any agent’s or dealer’s website and any information contained in any other website maintained by any agent or dealer:
is not part of this prospectus, the applicable prospectus supplement and any applicable pricing supplement or the registration statement of which they form a part;
has not been approved or endorsed by us or by any agent or dealer in its capacity as an agent or dealer, except, in each case, with respect to the respective website maintained by such entity; and
should not be relied upon by investors.
There can be no assurance that we will sell all or any of the securities offered by this prospectus. This prospectus may also be used in connection with any issuance of common stock, exchangepreferred stock or debt securities upon exercise of other securities of ours if such issuance is not exempt from the registration requirements of the Securities Act.
In addition, we may issue the securities as a dividend or distribution or in a subscription rights offering to our existing security holders. In some cases, we or dealers acting with us or on whichour behalf may also purchase securities and reoffer them to the shares are then listed for trading,public by one or more of the methods described above. This prospectus may be used in connection with any offering of our securities through any of these methods or other methods described in the over-the-counter market, or otherwise.

applicable prospectus supplement.

LEGAL MATTERS

Unless otherwise statedindicated in anthe applicable prospectus supplement, the validity of ourthe securities offered hereunder will be passed upon by Butler Snow LLP, Nashville, Tennessee. If the validity of the securities offered hereby in connection with offerings made pursuant to this prospectus and related prospectus supplementsare passed upon by counsel for the underwriters, dealers, or agents, if any, such counsel will be passed upon for us by Butler Snow LLP, and for any underwriters or agents by counsel named in any applicablethe prospectus supplement.

EXPERTSsupplement relating to such offering.

EXPERTS

The audited consolidated financial statements of Commerce UnionReliant Bancorp as of December 31, 20162019 and 2015 have been2018, and for each of the years in the three-year period ended December 31, 2019, which are incorporated by reference herein and in the registration statement of whichinto this prospectus, is a parthave been so incorporated by reference in reliance upon the report of Maggart & Associates, P.C., registered independent public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

The historicalaudited consolidated financial statements of Legacy Reliant BankFABK as of and for the years ended December 31, 2014 have been2019 and 2018, which are incorporated by reference herein and in the registration statement of whichinto this prospectus, is a parthave been so incorporated by reference in reliance upon the report of KraftCPAs PLLC, registeredHORNE LLP, independent public accounting firm, dated March 31, 2015 (except for Note 20 as to which the date is March 28, 2016), incorporated by reference herein, andaccountants, upon the authority of said firm as experts in accounting and auditing.

The consolidated financial statements of Community First as of December 31, 2016 and 2015, and for each of the years in the three-year period ended December 31, 2016, appearing in our current report on Form 8-K filed with the SEC on September 21, 2017, have been incorporated by reference herein and in the registration statement of which this prospectus is a part in reliance upon the report of HORNE LLP, registered independent public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. 

WHERE YOU CAN FIND MORE INFORMATION

27

We file annual, quarterly, and current reports, proxy statements, and other information with the SEC. Our SEC filings are available to the public via the internet at the SEC’s website (www.sec.gov). You may also inspect and copy any document we file with the SEC at the SEC’s public reference facility at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at (800) SEC-0330 for further information on the public reference facility.

We have filed with the SEC a registration statement on Form S-3 under the Securities Act (File No. 333-            ) relating to the securities covered by this prospectus. The registration statement, including the attached exhibits and schedules, contains additional relevant information about us and the shares offered hereby. This prospectus does not contain all of the information set forth in the registration statement. Whenever a reference is made in this prospectus to a contract or other document, the reference is only a summary and you should refer to the exhibits that form a part of the registration statement for a copy of the contract or other document. You can obtain a copy of the registration statement from the sources listed above. The registration statement and the documents referred to below under “Incorporation of Certain Documents by Reference” are also available on our website, www.reliantbank.com. You can also obtain these documents from us, without charge (other than exhibits, unless the exhibits are specifically incorporated by reference), by requesting them in writing or by telephone at the following address:

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1736 Carothers Parkway, Suite 100

Brentwood, Tennessee 37027

(615) 221-2020

Attention: J. Dan Dellinger, Chief Financial Officer

The information contained on our website does not constitute a part of this prospectus, any accompanying prospectus supplement or other offering materials.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to “incorporate by reference” the information we file with it, which means that we can disclose important information to you by referring to those documents. The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update, modify, and supersede this information. We incorporate by reference the following documents we have filed with the SEC pursuant to the Exchange Act:

our annual report on Form 10-K for the year ended December 31, 2016, filed on March 14, 2017;

those portions of our definitive proxy statement on Schedule 14A filed on April 19, 2017, in connection with our annual meeting of shareholders that are incorporated by reference into our annual report on Form 10-K for the year ended December 31, 2016;

our quarterly reports on Form 10-Q for the quarters ended March 31, 2017, and June 30, 2017; and

our current reports on Form 8-K filed on June 6, 2017, June 29, 2017 (as amended on July 3, 2017), July 26, 2017, August 23, 2017, and September 21, 2017 (in each case, except to the extent any portion of any such current report on Form 8-K is furnished but not filed).

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PART II


INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.
Item 14.
Other Expenses of Issuance and Distribution

The following is an itemized statement of Issuance and Distribution

Estimatedthe estimated fees and expenses payable by our company in connection with the offerissuance and sale by the selling shareholdersdistribution of the shares of common stocksecurities registered hereby are as follows:

Securities and Exchange Commission Registration Fee

 $3,020 

Legal Fees and Expenses

 $15,000 

Accounting Fees and Expenses

 $13,500 

Miscellaneous

  2,500 
     

Total  

 $34,020 

*  

hereby:
SEC registration fee
$12,980.00*
Legal fees and expenses
**
Accounting fees and expenses
**
Printing and mailing expenses
**
Blue sky fees
**
Trustee, registrar and transfer agent, and depositary fees and expenses
**
Listing fees and expenses
**
Miscellaneous expenses
**
Total
$**
*
Inclusive of the registration fee of $8,692.50 previously paid in connection with the 2017 Registration Statement.
**
Estimated expenses are not presently known.

Item 15. Indemnification of Directors and Officers


Tennessee General Corporation Law

Item 15.
Indemnification of Directors and Officers

The Tennessee Business Corporation Act, or the TBCA provides that a corporation may indemnify any of its directors and officers against liability incurred in connection with a proceeding if: (a) such person acted in good faith; (b) in the case of conduct in an official capacity with the corporation, the person reasonably believed such conduct was in the corporation’scorporation’s best interests; (c) in all other cases, the person reasonably believed that the person’s conduct was at least not opposed to the best interests of the corporation; and (d) in connection with any criminal proceeding, such person had no reasonable cause to believe the person’s conduct was unlawful. In actions brought by or in the right of the corporation, however, the TBCA provides that no indemnification may be made if the director or officer was adjudged to be liable to the corporation. The TBCA also provides that, in connection with any proceeding charging improper personal benefit to an officer or director, no indemnification may be made if such officer or director is adjudged liable on the basis that such personal benefit was improperly received. In cases where the director or officer is wholly successful, on the merits or otherwise, in the defense of any proceeding instigated because of his or her status as a director or officer of a corporation, the TBCA mandates that the corporation indemnify the director or officer against reasonable expenses incurred in the proceeding. The TBCA provides that a court of competent jurisdiction, unless the corporation’s charter provides otherwise, upon application, may order that an officer or director be indemnified for reasonable expenses if, in consideration of all relevant circumstances, the court determines that such individual is fairly and reasonably entitled to indemnification, notwithstanding the fact that (a) such officer or director was adjudged liable to the corporation in a proceeding by or in the right of the corporation; (b) such officer or director was adjudged liable on the basis that personal benefit was improperly received by the officer or director; or (c) such officer or director breached the officer’s or director’s duty of care to the corporation.

Our amended and restated

Reliant’s charter contains a provision stating that Reliant shall indemnify and advance expenses to its directors shall not be personally liable for monetary damageand officers, and may indemnify and advance expenses to all other persons it has the power to indemnify and advance expenses to under the TBCA, and may purchase and maintain insurance or furnish similar protection on behalf of its directors, officers, and employees, in each case to the corporation or its shareholders for breach of fiduciary duty as a director, except to thefullest extent requiredauthorized by the Tennessee BusinessTBCA and applicable federal laws and regulations, including, but not limited to, applicable regulations of the Federal Deposit Insurance Corporation Act in effect(the “FDIC”) regarding indemnification payments by a depository institution holding company, as the same may be amended from time to time.

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Under our amended and restatedReliant’s bylaws, each person who was or is made a party to, or is threatened to be made a party to or is otherwise involved in, any proceeding, by reason of the fact that he or she is or was a director or officer of the companyReliant or is or was serving at the request of the companyReliant as a director, officer, or employee of another corporation or of a partnership, joint venture, trust, or other enterprise, including service with respect to employee benefit plans, provided that the basis of such proceeding is alleged action in an official capacity as a director, officer, or employee

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within the scope of such indemnitee’s duties and authority, shall be indemnified and held harmless by the companyReliant to the fullest extent authorized by the TBCA, as the same now exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits usReliant to provide broader indemnification rights than such law providedpermitted Reliant prior to such amendment), and applicable federal laws and regulations (including without limitation applicable Federal Deposit Insurance CorporationFDIC regulations regarding indemnification payments by a depository institution holding company, as the same may be amended from time to time), against all expense, liability, and loss (including without limitation attorneys’ fees, judgments, fines, excise taxes, penalties, and amounts paid into settlement) reasonably incurred or suffered by such indemnitee in connection therewith, and such indemnification shall continue as to an indemnitee who has ceased to be a director, officer, or employee and shall inure to the benefit of the indemnitee’ sindemnitee’s heirs, executors, and administrators.

Notwithstanding the foregoing, we shallReliant will indemnify an indemnitee with respect to a proceeding initiated or instituted by the indemnitee only if such proceeding (or part thereof) was authorized by theReliant’s board of directors.

The right to indemnification conferred by Commerce UnionReliant is a contract right and shall includeincludes the right to be paid by Reliant the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that any such advancement of expenses for expenses incurred by an indemnitee in his or her capacity as a director, officer, or employee (and not in any other capacity in which service was or is rendered by such indemnitee, including without limitation service to any employee benefit plan) shallwill be made only upon delivery to Commerce UnionReliant of an undertaking by and on behalf of such indemnitee to repay all amounts so advanced if it shallis ultimately be determined by final judicial decision from which there is no further right of appeal that such indemnitee is not entitled to be indemnified for such expenses.

Moreover, the foregoing rightindemnification rights and rights to the advancement of indemnification shallexpenses are not be exclusive of other rights to which any such person his heirs, executors, administrators, successors or assigns may be entitledhave under any law,statute, bylaw, agreement, vote of shareholders or disinterested directors, or otherwise.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of Commerce UnionReliant pursuant to its bylaws, or otherwise, Commerce UnionReliant has been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

Commerce Union

Reliant carries standard directors’ and officers’ liability insurance covering its directors and officers.

Item 16.
Exhibits
Exhibit Number
Description
1.1
Form of Underwriting Agreement for each of the securities registered hereby.*
Amended and Restated Charter of Reliant Bancorp, Inc. (Restated for SEC filing purposes) (incorporated by reference to Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q filed on November 6, 2018).
Third Amended and Restated Bylaws of Reliant Bancorp, Inc., as amended (Restated for SEC filing purposes). (incorporated by reference to Exhibit 3.2 of the Company’s Quarterly Report on Form 10-Q filed on August 10, 2020).
Common Stock Specimen Certificate (incorporated by reference to Exhibit 4.4 of the Company’s Registration Statement on Form S-8 filed on December 19, 2018).
Description of the Company’s Securities Registered Pursuant to Section 12 of the Exchange Act (incorporated by reference to Exhibit 4.1 of the Company’s Annual Report on Form 10-K filed on March 13, 2020).
4.3
Form of certificate of amendment of the charter with respect to any preferred stock issued hereunder.*
4.4
Specimen Preferred Stock Certificate.*
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Item 16. Exhibits

The Exhibit Index filed herewith and appearing immediately after the signature page(s) to this registration statement is incorporated by reference herein.

Item 17. Undertakings

Exhibit Number
Description
4.5
Form of Senior Debt Security.*
4.6
Form of Subordinated Debt Security.*
Form of Senior Debt Indenture.±
Form of Subordinated Debt Indenture.±
4.9
Form of Unit Agreement.*
4.10
Form of Warrant Agreement (including form of warrant certificate).*
4.11
Form of Deposit Agreement.*
4.12
Form of Depositary Receipt.*
4.13
Form of Purchase Contract.*
4.14
Form of Rights Agreement (including form of rights certificate).*
Opinion of Butler Snow LLP.±
Consent of Maggart & Associates, P.C.±
Consent of HORNE LLP.±
Consent of Butler Snow LLP (included in Exhibit 5.1 filed herewith).
Power of Attorney (included on the signature page of this registration statement).
25.1
Form T-1 Statement of Eligibility of Trustee under the Trust Indenture Act for the Senior Debt Indenture.**
25.2
Form T-1 Statement of Eligibility of Trustee under the Trust Indenture Act for the Subordinated Debt Indenture.**
*
To be filed by amendment or as an exhibit to a Current Report on Form 8-K and incorporated herein by reference, if applicable.
**
To be filed separately pursuant to Section 305(b)(2) under the Trust Indenture Act, if applicable.
±
Filed herewith.
Item 17.
Undertakings
The undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made of the securities registered hereby, a post-effective amendment to this registration statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total
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(1)     To file, during any period in which offers or sales are being made of the securities registered hereby, a post-effective amendment to this registration statement:

(i)      To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)     To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total

dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SECSecurities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs 1(i), 1(ii) and 1(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2)
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)
To remove from the registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4)
That, for purposes of determining any liability under the Securities Act of 1933 to any purchaser:
(i)
Each prospectus filed by a registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(ii)
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(5)
That, for the purpose of determining liability of a registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of an undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i)
Any preliminary prospectus or prospectus of an undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii)
Any free writing prospectus relating to the offering prepared by or on behalf of an undersigned registrant or used or referred to by an undersigned registrant;
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(iii)
The portion of any other free writing prospectus relating to the offering containing material information about an undersigned registrant or its securities provided by or on behalf of an undersigned registrant; and
(iv)
Any other communication that is an offer in the offering made by an undersigned registrant to the purchaser.
(6)
That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(7)
To file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Securities and Exchange Commission under Section 305(b)(2) of the Trust Indenture Act.

(iii)     To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs 1(i), 1(ii) and 1(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2)     That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)     To remove from the registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)     That, for purposes of determining any liability under the Securities Act to any purchaser:

(i)     Each prospectus filed by a registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii)     Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5)     That, for the purpose of determining liability of a registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)     Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)      Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii)     The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

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(iv)     Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6)     That, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of eachthe registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SECU.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by athe registrant of expenses incurred or paid by a director, officer or controlling person of athe registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, thatthe registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the cityCity of Brentwood, State of Tennessee, on September 21, 2017.

this 24th day of August, 2020.

COMMERCE UNION BANCSHARES,

RELIANT BANCORP, INC.

By:

By:
/s/ DeVan D. Ard, Jr.

DeVan D. Ard, Jr., PresidentChairman and Chief
Executive Officer

Officer


(Principal Executive Officer)

SIGNATURES AND POWER OF ATTORNEY

Know all men by these presents,

KNOW ALL PERSONS BY THESE PRESENTS, that each personindividual whose signature appears below hereby constitutes and appoints DeVan D. Ard, Jr. and Jerry Cooksey, Jr., and each of them, either of whom may act without the individual’sjoinder of the other, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for thesuch person and in his or her name, place and stead, in any and all capacities, to sign any or all further amendments (including post-effective amendments) to this registration statement on Form S-3, and any or all amendments, including post-effective amendments to thesubsequent registration statement including a prospectus or an amended prospectus therein and any registration statement for the same offering that is to be effective upon filingfiled pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, to be filed with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact asand agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name

Signature

Title

Title
Date

/s/ DeVan D. Ard, Jr.

Chairman and Chief Executive Officer and President

September 21, 2017

DeVan D. Ard, Jr.


(Principal Executive Officer)

August 24, 2020
DeVan Ard, Jr.

/s/ J. Daniel Dellinger

Jerry Cooksey, Jr.

Chief Financial Officer

September 21, 2017

J. Daniel Dellinger


(Principal Financial Officer)
August 24, 2020
Jerry Cooksey, Jr.
/s/ David A. Kowalski
Chief Accounting Officer and Controller
(Principal Accounting Officer)

August 24, 2020
David A. Kowalski

/s/ Homayoun Aminmadani

Director

September 21, 2017
Director
August 24, 2020

Homayoun Aminmadani

/s/ Charles Trimble Beasley

Director

September 21, 2017
Director
August 24, 2020

Charles Trimble Beasley

/s/ John Lewis Bourne

Robert E. Daniel

Director

September 21, 2017
Director
August 24, 2020

John Lewis Bourne

Robert E. Daniel

/s/ William R. DeBerry

Director

September 21, 2017
Director
August 24, 2020

William R. DeBerry

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Signature
Title
Date

/s/ Sharon H. Edwards

Director

September 21, 2017
Director
August 24, 2020

Sharon H. Edwards

/s/ Farzin Ferdowsi

Director

September 21, 2017

Farzin Ferdowsi

/s/ Darrell S. Freeman, Sr.

Director

September 21, 2017
Director
August 24, 2020

Darrell S. Freeman, Sr.

/s/ James Gilbert Hodges

Director

September 21, 2017
Director
August 24, 2020

James Gilbert Hodges

/s/ James R. Kelley

William Lawson Mabry

Director

September 21, 2017
Director
August 24, 2020

James R. Kelley

William Lawson Mabry

/s/ Don Richard Sloan

Connie S. McGee

Director

September 21, 2017
Director
August 24, 2020

Don Richard Sloan

Connie S. McGee
/s/ Linda E. Rebrovick
Director
August 24, 2020
Linda E. Rebrovick
/s/ Michael E. Wallace
Director
August 24, 2020
Michael E. Wallace
/s/ Ruskin A. Vest
Director
August 24, 2020
Ruskin A. Vest

EXHIBIT INDEX

Exhibit

Number

Description

1.1

Form of Underwriting Agreement.*

4.1

Amended and Restated Charter of Commerce Union Bancshares, Inc. (1)

4.2

Amended and Restated Bylaws of Commerce Union Bancshares, Inc. (2)

4.3

Common Stock Specimen Certificate (3)

4.4

Form of Securities Purchase Agreement (4)

5.1

Opinion of Butler Snow LLP

23.1

Consent of Maggart & Associates, P.C., registered independent public accounting firm of Commerce Union Bancshares, Inc.

23.2

Consent of KraftCPAs PLLC, registered independent public accounting firm of legacy Reliant Bank.

23.3

Consent of HORNE LLP, registered independent public accounting firm of Community First, Inc.

23.4

Consent of Butler Snow LLP (included in Exhibit 5.1 filed herewith)

23.5

Power of Attorney (see signature pages to this registration statement)

(1)

Registrant hereby incorporates by reference to Exhibit 3.1 to registrant’s Form S-4 filed on July 3, 2014.

(2)

Registrant hereby incorporates by reference to Exhibit 3.2 to registrant’s Form S-4 filed on July 3, 2014.

(3)

Registrant hereby incorporates by reference to Exhibit 4.1 to registrant’s Form S-4 filed on July 3, 2014.

(4)

Registrant hereby incorporates by reference to Exhibit 10.1 to registrant’s Form 8-K filed on August 23, 2017.

*

To be filed subsequently by an amendment to the registration statement or by a current report on Form 8-K and incorporated by reference therein.

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