As filed with the United States Securities and Exchange Commission on September 21, 2017
August 24, 2020
Registration Statement No. 333[-]
333-
This prospectus relates to the
August 24, 2020
333-
FORM
COMMERCE UNION BANCSHARES, INC.
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Tennessee |
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(State or other jurisdiction of incorporation or organization) | | | 37-1641316 (I.R.S. Employer Identification Number) |
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651-6700
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. ☐
Large accelerated filer | | | ☐ | | | | | Accelerated filer | | | ☒ | |
Non-accelerated filer | | | ☐ | | | | | Smaller reporting company |
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| | | | | | | Emerging growth company | | | ☒ |
Title of Each Class of Securities to be Registered | Amount to be (1) (2) |
Proposed Maximum | Proposed Maximum | 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) |
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| (2) | Certain information as to each class of securities to be registered is not specified, in accordance with |
| (3) | The Registrant is hereby registering such indeterminate amount and |
| (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 |
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 SUBJECT TO COMPLETION, DATED AUGUST 24, 2020jurisdiction state where the offer or sale is not permitted.Subject to completion, dated September 21, 2017Prospectus1,137,000 Shares
This prospectus relates to the
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 are an “emerging growth company” as defined in the Jumpstart Reference” carefully before you invest.
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.”
securities.
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.
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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.”
sale of the securities, and any applicable fee, commission, or discount arrangements with them.
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:
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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.
In addition, the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companiesWe 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 BankOn 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 PlacementOn 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 FirstOn 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.
| • | 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). |
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.
lack of strategic growth opportunities or our failure to execute on available opportunities;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. AllWe 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;2Tableincreased 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;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;
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;
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;
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;
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.
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.
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.
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:
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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 |
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.
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:
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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.
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.
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.
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 | Shares of | Shares of Common | ||||||||||||
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 | - | - | |||||||||
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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.”
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.
Dividends
is Broadridge Financial Solutions, Inc.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 Listing17Transfer 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 StockNo shares of Commerce Union preferredRegistrar and Transfer AgentThe 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.Certain Protective ProvisionsGeneralOur 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 DirectorsOur 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 StockThe 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.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 VacanciesOurany 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.GeneralThe 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;
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.
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.
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:
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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.
| (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. |
DistributionsTABLE OF CONTENTS
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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:
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“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:
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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;
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.
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:
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Sales Through Underwriters If underwriters are used in the sale of |
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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.
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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.
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
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:
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.
applicable prospectus supplement.
EXPERTSsupplement relating to such offering.
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
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:
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).
PART II
Securities and Exchange Commission Registration Fee Legal Fees and Expenses Accounting Fees and Expenses Miscellaneous Total Under Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of /s/ Darrell S. Freeman, Sr. Item 14. Item 14. Other Expenses of Issuance and Distribution The following is an itemized statement of Issuance and DistributionEstimatedthe 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: $ 3,020 $ 15,000 $ 13,500 2,500 $ 34,020 * 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 OfficersTennessee General Corporation LawItem 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 restatedReliant’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.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 employeeII-1within 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 UnionReliant carries standard directors’ and officers’ liability insurance covering its directors and officers.Item 16. Exhibits Exhibit Number Description1.1 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.* II-2Item 16. ExhibitsThe Exhibit Index filed herewith and appearing immediately after the signature page(s) to this registration statement is incorporated by reference herein.Item 17. UndertakingsExhibit Number Description4.5 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 II-3(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; II-4II - 2(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(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.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.II-5SIGNATURESPursuant 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 ChiefExecutive OfficerOfficer(Principal Executive Officer)SIGNATURES AND POWER OF ATTORNEYKnow 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.NameSignature TitleTitle Date/s/ DeVan D. Ard, Jr. Chairman and Chief Executive Officer and PresidentSeptember 21, 2017DeVan D. Ard, Jr.(Principal Executive Officer) August 24, 2020DeVan Ard, Jr. /s/ J. Daniel DellingerJerry Cooksey, Jr. Chief Financial OfficerSeptember 21, 2017J. Daniel Dellinger(Principal Financial Officer) August 24, 2020Jerry Cooksey, Jr. /s/ David A. Kowalski Chief Accounting Officer and Controller(Principal Accounting Officer) August 24, 2020David A. Kowalski /s/ Homayoun Aminmadani DirectorSeptember 21, 2017Director August 24, 2020Homayoun Aminmadani /s/ Charles Trimble Beasley DirectorSeptember 21, 2017Director August 24, 2020Charles Trimble Beasley /s/ John Lewis BourneRobert E. Daniel DirectorSeptember 21, 2017Director August 24, 2020John Lewis BourneRobert E. Daniel /s/ William R. DeBerry DirectorSeptember 21, 2017Director August 24, 2020William R. DeBerry II-6Signature Title Date/s/ Sharon H. Edwards DirectorSeptember 21, 2017Director August 24, 2020Sharon H. Edwards /s/ Farzin FerdowsiDirectorSeptember 21, 2017Farzin Ferdowsi DirectorSeptember 21, 2017Director August 24, 2020Darrell S. Freeman, Sr. /s/ James Gilbert Hodges DirectorSeptember 21, 2017Director August 24, 2020James Gilbert Hodges /s/ James R. KelleyWilliam Lawson Mabry DirectorSeptember 21, 2017Director August 24, 2020James R. KelleyWilliam Lawson Mabry /s/ Don Richard SloanConnie S. McGee DirectorSeptember 21, 2017Director August 24, 2020Don Richard SloanConnie S. McGee /s/ Linda E. Rebrovick Director August 24, 2020Linda E. Rebrovick /s/ Michael E. Wallace Director August 24, 2020Michael E. Wallace /s/ Ruskin A. Vest Director August 24, 2020Ruskin A. Vest EXHIBIT INDEXExhibitNumberDescription1.1Form of Underwriting Agreement.*4.1Amended and Restated Charter of Commerce Union Bancshares, Inc. (1)4.2Amended and Restated Bylaws of Commerce Union Bancshares, Inc. (2)4.34.45.123.123.2Consent of KraftCPAs PLLC, registered independent public accounting firm of legacy Reliant Bank.23.3Consent of HORNE LLP, registered independent public accounting firm of Community First, Inc.23.4Consent of Butler Snow LLP (included in Exhibit 5.1 filed herewith)23.5Power 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.27