As filed with the United States Securities and Exchange Commission on August 11, 2017
24, 2020
Registration Statement No. 333-216660
333-
24, 2020
333-
Pre-Effective
Amendment No. 2
to
COMMERCE UNION BANCSHARES, INC.
Tennessee | |||
(State or other jurisdiction of incorporation or organization) | | | 37-1641316 (I.R.S. Employer Identification Number) |
221-2020
Commerce Union Bancshares,
221-2020
Elizabeth W. Sims
Suite 1600
651-6700
Large accelerated filer | | ☐ | | | | | Accelerated filer | | | ☒ | ||
Non-accelerated filer | | ☐ | | | | | Smaller reporting company | | ☒ | |||
| | | | | | | Emerging growth company | | | ☒ |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
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| Title of Each Class of Securities to be Registered | Amount to be Registered (1) | Proposed Maximum Offering Price Per Share | Proposed Maximum Aggregate Offering Price (1) (2) | Amount of Registration Fee (3)(10) | ||||
Common stock (4) | — | — | — | — | ||||
Preferred stock (5) | — | — | — | — | ||||
Debt securities (6) | — | — | — | — | ||||
Depository shares (7) | — | — | — | — | ||||
Warrants (8) | — | — | — | — | ||||
Units (9) | — | — | — | — | ||||
Total | $75,000,000 | n/a | $75,000,000 | $8,692.50 | ||||
| ||||||||
| ||||||||
Title of Each Class of Securities to be Registered | | | Amount to be Registered(1)(2)(3) | | | Proposed Maximum Offering Price Per Unit(2) | | | Proposed Maximum Aggregate Offering Price(1)(2)(3) | | | Amount of Registration Fee |
Common stock | | | — | | | — | | | — | | | — |
Preferred stock | | | — | | | — | | | — | | | — |
Debt securities(4) | | | — | | | — | | | — | | | — |
Depositary shares | | | — | | | — | | | — | | | — |
Warrants | | | — | | | — | | | — | | | — |
Units(5) | | | — | | | — | | | — | | | — |
Purchase Contracts | | | — | | | — | | | — | | | — |
Rights | | | — | | | — | | | — | | | — |
Total | | | $100,000,000 | | | N/A | | | $100,000,000 | | | $12,980(6) |
| (1) |
| (2) | Certain information as to each class of securities to be registered is not specified, in accordance with General Instruction II.D to Form S-3 under the Securities Act. |
| (3) | The |
| (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 |
permitted. 24, 2020 100,000,000 24, 2020.The information in this preliminary prospectus is not complete and may be changed. We may not sell any of these securities SUBJECT TO COMPLETION, DATED AUGUST or accept your offer to buy any of them until the documentationregistration statement filed with the SEC relating to these securities has been declared “effective” by the SEC.Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities, or our solicitation of yourand it is not soliciting an offer to buy these securities in any state or other jurisdiction where the offer andor sale wouldis not be permitted or legal.11, 2017PROSPECTUSCOMMERCE UNION BANCSHARES, INC.Reliant Bancorp, Inc.$75,000,000Common StockPreferred StockDebt SecuritiesDepositary SharesWarrantsUnitsPurchase ContractsRightsWe may offer, issue, and sell from time to time, together or separately, in one or more offerings any combination of (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, and (vi) units, (vii) purchase contracts, and (viii) rights, up to a maximum aggregate offering price of $75,000,000.$100,000,000. Our debt securities may consist of debentures, notes, or other types of debt. The debt securities preferred stock, and warrantswe may offer may be convertible, exercisable, or exchangeable for common or preferred stock or other securities of ours. The preferred stock may be represented by depositary shares.We will offer the securities in amounts, at prices, and on terms to be determined by market conditions at the time of the offering. We will provide the specific terms of these securities in supplements to this prospectus. The prospectus supplements also may add, update, or change information contained in this prospectus. This prospectus may not be used to sell securities unless accompanied by a prospectus supplement describing the method and terms of the offering. You should read this prospectus and theany accompanying prospectus supplement together with the additional information described under the heading “Incorporation of Certain Documents by Reference” carefully before you invest.Our common stock is listed on the Nasdaq Capital Market (“Nasdaq”Nasdaq”) under the symbol “CUBN.“RBNC.”You are urged to obtain current market quotations offor the common stock. Each prospectus supplement will indicate if the securities offered thereby will be listed on any securities exchange.We may offer and sell these securities to or through one or more underwriters, dealers, or agents, or directly to purchasers, on a continuous or a delayed basis. The prospectus supplement for each offering of securities will describe in detail the plan of distribution for that offering. If our agents or any dealers or underwriters are involved in the sale of the securities, the applicable prospectus supplement will set forth the names of the agents, dealers, or underwriters, and any applicable commissions or discounts. For general information about the distribution of securities offered, see “Plan of Distribution” in this prospectus.Investing in our securities involves risks. You should carefully consider the risk factors set out under the heading “Risk Factors”“Risk Factors” on page 67 in this prospectus and set forth in the documents incorporated or deemed incorporated by reference herein together with any information set forth in a “Risk Factors” section of any applicable prospectus supplement before making any decision to invest in our securities.Neither the Securities and Exchange Commission nor any state securities commission or regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The securities are not savings accounts, deposits, or obligations of any bank and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.The date of this prospectus is August 11, 2017.
our securities. See “Plan of Distribution” below. A prospectus supplement (or pricing supplement) will such information.Unless the context requires otherwise, in this prospectus we use the terms “we,“we,” “us,“us,” “our,“our,” “Commerce Union,“Reliant,” “Reliant Bancorp,” and the “Company”“Company” to refer to Commerce Union Bancshares,Reliant Bancorp, Inc. The terms “Bank” and “Reliant Bank” referterm “Bank” refers to our wholly ownedwholly-owned bank subsidiary, Reliant Bank.This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “SEC”“SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), utilizing a “shelf” registration process. Under this shelf registration process, we may, from time to time, sell any combinationthe securities or combinations of the securities described in this prospectus in one or more offerings. This prospectus provides you with a general description of the securities that we may offer. Each time we selloffer securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement also may also add, update, or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with the additional information described under the headings “Where You Can Find More Information” and “Incorporation of Certain InformationDocuments by Reference.”We may sell our securities to underwriters who will in turn sell the securities (a) through agents; (b) through underwriters or dealers; (c) directly to the public on terms fixed at the timeone or more purchasers; or (d) through a combination of any of these methods of sale. In addition, the securities may be sold by us directly or through dealers orWe, as well as any agents that we may designate from time to time. If we, directly or through agents, solicit offers to purchase the securities, weacting on our behalf, reserve the sole right to accept and, together with our agents,or to reject in whole or in part any proposed purchase of those offers.containprovide the names of theany underwriters, dealers, or agents ifinvolved in the sale of the securities, and any togetherapplicable fee, commission, or discount arrangements with them.You should rely only on the information contained or incorporated by reference in this prospectus and in any prospectus supplement. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making offers to sell or solicitations to buy the securities in any jurisdiction in which an offer or solicitation is not authorized or in which the person making that offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation. You should not assume that the information in this prospectus or any prospectus supplement, or the information we have previously filed with the termsSEC that we incorporate by reference in this prospectus or any prospectus supplement, is accurate as of offering,any date other than its respective date. Our business, financial condition, results of operations, and prospects may have changed since the compensationdates of those underwriters and the estimated net proceeds to be received by Commerce Union. Any underwriters, dealers, or agents participating in the offering may be deemed “underwriters” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”).We are required to file annual, quarterly, and current reports, proxy statements, and other information with the SEC. OurThe SEC filings are available tomaintains an Internet site that contains reports, proxy statements and other information about registrants, like us, that have been filed electronically with the public via the internet atSEC. You can access the SEC’s Internet site at http://www.sec.gov. You can also obtain information about us on our website (www.sec.gov). You may also inspectat http://www.reliantbank.com. Information on our website or any other website is not incorporated by reference into this prospectus and copy any document we filedoes not constitute a part of this prospectus unless specifically so designated and filed with the SEC.We have filed a registration statement on Form S-3 with the SEC atrelating to the securities covered by this prospectus. This prospectus is a part of the registration statement and does not contain all of the information in the registration statement. Whenever a reference is made in this prospectus to a contract or other document of ours, 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 public reference facility at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference facility. In addition, we maintain a corporate website at www.reliantbank.com. We make available through our website our SEC filings as soon as reasonably practical after we electronically file such material with the SEC. This reference to our website is for the convenience of investors as required by the SEC and shall not be deemed to incorporate any information on the website into this registration statement, prospectus, and any prospectus supplement.Internet site.1
replace such earlier statements. by telephone as follows: 37067The SEC allows us to “incorporate by reference” the information from other documents that we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an importantconsidered to be part of this prospectus. Information in this prospectus andsupersedes information incorporated by reference that we filed with the SEC prior to the date of this prospectus, while information that we file later with the SEC will automatically update, modify, and supersede the information in this information.prospectus. We incorporate by reference into this prospectus and the followingregistration statement of which this prospectus is a part the information or documents listed below that we have filed with the SEC pursuant(other than information furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items, unless we expressly provide to the Securities Exchange Actcontrary):• our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the SEC on March 13, 2020 (File No. 001-37391) (the “FY 2019 10-K”);• the description of our common stock set forth in Exhibit 4.2 of the FY 2019 10-K and any amendment or report filed with the SEC for the purposes of updating such description;• those portions of our definitive proxy statement on Schedule 14A, filed with the SEC on April 13, 2020, in connection with our annual meeting of shareholders, that are incorporated by reference into the FY 2019 10-K (File No. 001-37391);• our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020 and June 30, 2020, filed with the SEC on May 8, 2020 and August 10, 2020, respectively (File No. 001-37391); and• our Current Reports on Form 8-K and amended Current Reports on Form 8-K/A filed with the SEC on January 2, 2020, February 26, 2020, March 4, 2020, March 10, 2020, March 23, 2020, April 1, 2020, May 15, 2020, June 1, 2020, June 16, 2020, June 22, 2020, and June 26, 2020 (File No. 001-37391).We also incorporate by reference any future filings (other than information furnished under Item 2.02 or Item 7.01 of 1934, as amended (the “Exchange Act”):our annual report on Form 10-K for the fiscal year ended December 31, 2016,8-K and exhibits 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 shareholderssuch form that are incorporated by reference into our annual report on Form 10-K forrelated to such items, unless we expressly provide to 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, and July 3, 2017.In addition, all documents that we filecontrary) made with the SEC pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act (i)of 1934, as amended (the “Exchange Act”), after the date on which the registration statement that includes this prospectus was initially filed with the SEC (including all such documents we may file with the SEC after the date of the initial registration statement of which this prospectus is a part and prior to the effectiveness of the registration statement,statement) and (ii) after the date of this prospectus until all offerings under this shelf registration statement are terminated. Information in such future filings updates and supplements the securities to whichinformation provided in this prospectus relates are sold shallprospectus. Any statements in any such future filings will automatically be deemed incorporated by reference into this prospectusto update, modify, and to be a part of this prospectus from the respective dates of filing such documents. Unless specifically stated to the contrary, none of thesupersede any information thatin any document we disclose under Item 2.02 or 7.01 of any current report on Form 8-K that we may from time to time furnish topreviously filed with the SEC will be incorporated by reference into, or otherwise include in, this prospectus.Any statements made in this prospectus or in a documentthat is incorporated or deemed to be incorporated herein by reference in this prospectus will be deemed to be modified for purposes of this prospectus to the extent that a statement containedstatements in this prospectus or in any other subsequentlythe later filed document that is also incorporatedmodify or deemed to be incorporated by reference in this prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.You may request a copycan obtain any of the information incorporatedother documents listed above from the SEC, through the SEC’s website at the address indicated above, or from Reliant Bancorp, by reference into this prospectus, but not delivered herewith, at no cost, byrequesting them in writing or telephoning us at the following address:DeVan D. Ard, Jr.PresidentChairman and Chief Executive OfficerCommerce Union Bancshares,Reliant Bancorp, Inc.1736 Carothers Parkway,6100 Tower Circle, Suite 100Brentwood,120Franklin, Tennessee 37027(615) 221-2020221-20872
Exhibits to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference in this prospectus.
considered forward-looking.This prospectus and the documents incorporated herein and therein by reference contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements represent plans, estimates, objectives, goals, guidelines, expectations, projections, and statements of our beliefs concerning future events, business plans, expected operating results and the assumptions upon which those statements are based. Any statements that do not relate to historical or current facts or matters are forward-looking statements. You can identify some of the forward-looking statements by the use of forward-lookingThe words such as “may,” “will,” “could,” “project,” “believe,” “anticipate,” “expect,” “estimate,“may,” “continue,“will,” “assume,” “should,” “predict,” “could,” “would,” “intend,” “targets,” “estimates,” “projects,” “plans,” and “potential,” “plan,” “forecast,” and the like, the negatives of suchother similar words and expressions or the use of the future, tense. Statements concerning current conditionsare intended to identify such forward-looking statements, but other statements not based on historical information may also be forward-looking if they imply a continuation of current conditions.We caution that the forward-looking statements are based largely on our expectations and are subject to a number of known and unknown risks and uncertainties that are subject to change based on factors which are, in many instances, beyond our control. Our actual results could differ materially from those anticipated in forward-looking statements as a result of various factors, including but not limited to:Deteriorationthe global health and economic crisis precipitated by the coronavirus (COVID-19) pandemic;actions taken by governments, businesses and individuals in response to the coronavirus (COVID-19) pandemic;the pace of recovery when the coronavirus (COVID-19) pandemic subsides;the possible recurrence of the coronavirus (COVID-19);changes in political conditions or the legislative or regulatory environment, including governmental initiatives affecting the financial services industry such as, but not limited to, the 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;increased levels of other real estate, primarily as a result of foreclosures;the impact of liquidity needs on our results of operations and financial 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 in the national economy or local economies in which we operate, including Middle Tennessee;lack of strategic growth opportunities or our failure to execute on available opportunities;deterioration in the financial condition of borrowers resulting in significant increaseincreases in loan losses and provisions for those losses;Continuationeconomic 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 ability to effectively manage problem credits;our ability 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 negative developments in the historically low short-term interest rate environment;financial industry and United States and global capital and credit markets;The inabilityour ability to attract or retain, including as a result of Reliant Bankan untimely death or illness, the services of key personnel;our ability to maintain the historical growth rate of its lending activities and loan portfolio;adapt to technological changes;Changes in loan underwriting, credit review or loss reserve policies associated with economic conditions, examination conclusions, or regulatory developments;Effectiveness of Reliant Bank’s asset management activities in improving, resolving or liquidating lower-quality assets;Increased competition with other financial institutions;Risks associated with concentrations in certain types of loans;Risksrisks associated with litigation, including the applicability of insurance coverage;3
Ifimplied 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 the factors affecting our forward-looking information and statements provesthese risks or uncertainties materialize, or should underlying assumptions prove incorrect, then our actual results, performance or achievements could differoutcomes may vary materially from those expressedanticipated. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in or implied by, forward- looking information and statements contained in this prospectus and in the information incorporatedtheir entirety by reference herein. Therefore, we caution youto these risks and uncertainties. You should not to place undue reliance on our forward-looking statements. Each forward-looking statement speaks only as of the date of the particular statement, and we undertake no duty to update any forward-looking statement.
this prospectus.
Our executive offices are located at 1736 Carothers Parkway, Suite 100, Brentwood, Tennessee 37027, and our telephone number is (615) 221-2020.
Warrants
We may sellissue warrants to purchase our debt securities, shares of our common stock or shares of our preferred stock. In a prospectus supplement, we will inform you of the exercise price and other specific terms of the warrants, including whether our or your obligations, if any, under any warrants may be satisfied by delivering or purchasing the underlying securities or their cash value.
operations, our financial results, and the value of the securities. The prospectus supplement applicable to each type of securities we offer may contain a discussion of additional risks applicable to an investment in us and the particular type of securities we are offering under that prospectus supplement.Investing in our securities involves significant risks. You should read and carefully considerPlease see the risks and uncertainties and the risk factors set forth“Risk Factors” section in our most recent Annual Report on Form 10-K, foralong with the year ended December 31, 2016,disclosure related to risk factors contained in any of our subsequent Quarterly Reports on Form 10-Q, which isare incorporated by reference in this prospectus, as updated by our future filings with the SEC. Before making an investment decision, you should carefully consider these risks as well as other information contained or incorporated by reference in this prospectus and in the documents and reports we file with the SEC after the date of thisany prospectus which are incorporated by reference into this prospectus, as well as any risks described in any applicable prospectus supplement, before you make an investment decision regarding the securities. Additionalsupplement. The risks and uncertainties not presently known to us or that we currently deem immaterial may also affectimpair our business operations.Unless otherwise providedspecified in the applicablea prospectus supplement toaccompanying this prospectus, used to offer specific securities, we expectcurrently intend to use the net proceeds from any offeringthe sale of the securities by usoffered under this prospectus for general corporate purposes. General corporate purposes which may include acquisitions,repayment of debt or the payment of interest thereon, capital expenditures, acquisitions, investments, and the repayment, redemption, or refinancing of all or a portion of any indebtedness or other securities outstanding at a particular time. Pending the application ofpurposes that we may specify in any prospectus supplement. We may invest the net proceeds temporarily until we expect to investuse them for their stated purpose. We cannot predict whether the proceeds in short-term, interest-bearing instruments or other investment-grade securities.invested will yield a favorable return.7
symbol “RBNC.” cumulative voting with respect to the election of directors.The following summary description of shares of our common stock, with a par value of $1.00 per share, is authorizednot intended to be relied upon as an exhaustive list or a detailed description of the provisions discussed and is qualified in its entirety by itsthe Tennessee Business Corporation Act (the “TBCA”) and by our Amended and Restated Charter (as amended, the “charter”) and our Third Amended and Restated Bylaws (as amended, the “bylaws”). Copies of our charter toand bylaws are incorporated by reference in this prospectus. See “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.”GeneralAs of the date of this prospectus, our charter provides that we may issue a maximum of 30,000,000 shares of common stock, with a par value of $1.00 per share. As of July 13, 2017, there were 7,839,919August 20, 2020, 16,244,550 (excluding 384,167 unexchanged shares in connection with acquisitions) shares of our common stock were issued and outstanding.There were approximately 520 holders of record of the common stock as of July 13, 2017. This number does not include shareholders with shares in nominee name held by the Depository Trust Company (“DTC”).The following is a summary of certain rights and provisions of the All outstanding shares of Commerce Union common stock. This summary does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Charter and Amended and Restated Bylaws of Commerce Union and the Tennessee Business Corporation Act.Dividend Rights and Limitations on Payment of Dividends. Except as described below, the holders ofour common stock are entitled to receive, pro rata, such dividendsfully paid and other distributions as and when declared by Commerce Union’s board of directors out of the assets and funds legally available therefore. Commerce Union declared a cash dividend onnonassessable. Our common stock of $0.22 per share in 2016 and paid such dividend in 2017. Commerce Union declared a cash dividendis listed on common stock of $0.20 per share in 2015 and paid such dividend in 2016. Commerce Union’s board of directors will continue to evaluateNasdaq under the payment of future dividends, if any, after capital needs required for expected growth of assets are reviewed.Voting Rights.RightsThe holders of Reliant common stock are entitled to one vote per share on all matters presented for a shareholder vote. There is no provision for cumulative voting.Dividend Rights and Limitations on Payment of DividendsHolders of Reliant common stock are entitled to dividends when, as and if declared by the Reliant board of directors (the “board of directors”) out of funds legally available for that purpose. Reliant currently expects to continue to pay (when, as and if declared by the board of directors out of funds legally available for that purpose and subject to regulatory restrictions) regular quarterly cash dividends on Reliant common stock; however, there can be no assurance that Reliant will continue to pay dividends in the future. Future dividends on Reliant common stock will depend upon earnings, liquidity and capital requirements, the general economic and regulatory climate, Reliant’s ability to service any equity or debt obligations senior to Reliant common stock, and other factors deemed relevant by the board of directors.As a holding company, Reliant is ultimately dependent upon its wholly-owned bank subsidiary, the Bank, to provide funding for its operating expenses, debt service, and dividends. Various banking laws and regulations and regulatory guidance applicable to the Bank limit the payment of dividends and other distributions by the Bank to Reliant, and, similarly, certain banking laws and regulations and regulatory guidance may limit Reliant’s ability to pay dividends on Reliant common stock. Additionally, regulatory authorities could impose administratively stricter limitations on the ability of the Bank to pay dividends to Reliant, or the ability of Reliant to pay dividends to holders of its common stock, if such limitations were to be deemed appropriate in light of capital adequacy requirements.Board of Directors. The business of Commerce UnionReliant is controlledmanaged by a board of directors, the members of which isare elected by a majority of the votes cast by holders of Reliant common stock (except in the event of a contested election in which case directors are elected by a plurality vote of the common shareholders. Commerce Union’s boardvotes cast by shares entitled to vote). Directors are elected annually at the annual meeting of directors is divided into three classes, with each director electedReliant’s shareholders for a three year termterms expiring at the next annual meeting of Reliant’s shareholders and until the election and qualification of his or her successor, subjecttheir successors. No shareholder has the right to director’s earlier death, resignation or removal from office.Liquidation Rights. In the event of Commerce Union’sReliant’s liquidation, dissolution, or winding-up, holders of Reliant common stock have the right to a ratable portion of the assets remaining after satisfaction in full of the prior rights of creditors, all liabilities, and any liquidation preferences of any outstanding shares of preferred stock.Conversion and Subscription Rights. The holders of shares of Reliant common stock have no conversion, preemptive, or other subscription rights.8
AgentLiability 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.Transfer Agent. The transfer agent and registrar for Commerce UnionReliant.Nasdaq ListingReliant common stock is American Stocklisted on Nasdaq under the symbol “RBNC.”Registrar and Transfer & Trust Company, LLC.The registrar and transfer agent for Reliant common stock is Broadridge Financial Solutions, Inc.Certain Protective Provisions.ProvisionsOur 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). In particular, the authorized but unissued shares of common stock and preferred stock will be available for future issuance without shareholder approval. These additional shares may be used for a variety of corporate purposes, including future private or public offerings to raise additional capital, corporate acquisitions, and employee benefit plans. The existence of authorized but unissued and unreserved shares of common stock and preferred stock may enable the board of directors to issue shares to persons friendly to current management, which could render more difficult or discourage any attempt to obtain control of us by means such as a proxy contest, tender offer, or merger, and thereby protect the continuity of the company’sour management. Additionally, Commerce Union’s board of directors is divided into three classes, with each director elected for a three year term until the election of his or her successor, or his or her earlier death, resignation or removal from office. A classified board could also render more difficult or discourage an attempt to obtain control of the Company through the election of directors.The following is a summary of certain rights andoutlines the general provisions of the shares of preferred stock issuable by Commerce Union. Thiswhich 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 any description of preferred stock in a prospectus supplement is only a summary does not purportand is subject to be complete and is qualified in its entirety by reference to the Amended and Restated Charter and Amended and Restated Bylawsarticles of Commerce Union andamendment to our charter relating to the Tennessee Business Corporation Act.Preferred Stock. Commerce Union’s Amended and Restated Charterparticular 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.stock, with a par value of $1.00 per share. No shares of preferred stock are currently issued and outstanding. The preferred stock may be issued by vote of the board of directors without further shareholder approval.action. The preferred stock may be issued in one or more classes and 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 provisions 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 of directors to issue 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;9
We summarize below some of the provisions that will apply to the debt securities unless the applicable
applicable prospectus supplement.
subordinated debt (“subordinated debt securities”debt”) or our junior subordinated debt (“junior subordinated debt securities”debt” and, together with the senior subordinated debt securities and the subordinated debt, securities, the “subordinated debt securities”). Debt securities, whether senior, senior subordinated, subordinated, or junior subordinated, may be issued as convertible debt securities or exchangeable debt securities.
We have summarized herein certain terms
The indenture does not limitother securities that we may issue. Although the total amount of debt securities which we may issue. We may issue debt securities upoffer under this prospectus will be limited to an$100,000,000 in aggregate principal amount, as we may authorize from time to time which securities may be inthe indentures do not limit the principal amount of any currency or currency unit designated by us. The terms of eachparticular series of debt securities will be established by or pursuant to (a) a supplemental indenture, (b) a resolution of our board of directors, or (c) an officers’ certificate pursuant to authority granted under a resolution of our board of directors. Thesecurities. Each prospectus supplement will describespecify the particular terms of any debtthe securities being offered, including:
Merger, Consolidation or Sale of AssetsThe indenture prohibits usWe are prohibited from merging into or consolidating with any other personentity or selling, leasing, or conveying substantially all of our assets and the assets of our subsidiaries, taken as a whole, to any person,other entity, unless:either we are the continuing corporation or the successor corporation or the personsuccessor entity which acquires by sale, lease, or conveyance substantially all of our orand our subsidiaries’ assets is a corporation, limited liability company, partnership or trust organized under the laws of the United States, any state thereof, or the District of Columbia, and expressly assumes the due and punctual payment of the principal of, and premium, if any, and interest, if any, on, all the debt securities and the due performance of every covenant of the indentureindentures to be performed or observed by us, by supplemental indenture satisfactory to the trustee, executed and delivered to the trustee by such corporation;
entity.
| (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 |
| (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. |
skill in its exercise of such rights and powers as a prudent person would under the circumstances in the conduct of that person’s own affairs. If an Event of Default has occurred and is continuing, the trustee is not under any obligation to exercise any of its rights or powers at the request or direction of any of the holders unless the holders have offered to the trustee security or indemnity reasonably satisfactory to the trustee. Subject to certain provisions,Each indenture provides that the holders of a majority in aggregate principal amount of the outstanding debt securities of any series have the right tomay, in certain circumstances, direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or exercising any trust or other power conferred on the trustee.
TheDefault.
Satisfaction, Discharge and Covenant DefeasanceWe may terminate our obligations under the indentureindentures with respect to the outstanding debt securities of any series, when:either:
or an eventEvent of defaultDefault with respect to the debt securities of any series. In the event covenant defeasance occurs, certain events, not including non-payment, bankruptcy, and insolvency events, described under “Events of Default and Remedies” will no longer constitute an eventEvent of defaultDefault for that series.
CovenantsWe will set forth in the applicable prospectus supplement any restrictive covenants applicable to any issue of debt securities.Paying Agent and RegistrarThe trustee will initially act as paying agent and registrar for all debt securities. We may change the paying agent or registrar for any series of debt securities without prior notice, and we or any of our subsidiaries may act as paying agent or registrar.Forms of SecuritiesEach debt security will be represented either by a certificate issued in definitive form to a particular investor or by one or more global securities representing the entire issuance of the series of debt securities. Certificated securities will be issued in definitive form and global securities will be issued in registered form. Definitive securities name you or your nominee as the owner of the security, and in order to transfer or exchange these securities or to receive payments other than interest or other interim payments, you or your nominee must physically deliver the securities to the trustee, registrar, paying agent, or other agent, as applicable. Global securities name a depositary or its nominee as the owner of the debt securities represented by these global securities. The depositary maintains a computerized system that will reflect each investor’s beneficial ownership of the securities through an account maintained by the investor with its broker/dealer, bank, trust company, or other representative, as we explain more fully below.Global SecuritiesWe may issue the registered debt securities in the form of one or more fully registered global securities that will be deposited with a depositary or its custodian identified in the applicable prospectus supplement and registered in the name of that depositary or its nominee. In those cases, one or more registered global securities will be issued in a denomination or aggregate denominations equal to the portion of the aggregate principal or face amount of the securities to be represented by registered global securities. Unless and until it is exchanged in whole for securities in definitive registered form, a registered global security may not be transferred except as a whole by and among the depositary for the registered global security, the nominees of the depositary or any successors of the depositary or those nominees.If not described below, any specific terms of the depositary arrangement with respect to any securities to be represented by a registered global security will be described in the prospectus supplement relating to those securities. We anticipate that the following provisions will apply to all depositary arrangements.Ownership of beneficial interests in a registered global security will be limited to persons, called participants, that have accounts with the depositary or persons that may hold interests through participants. Upon the issuance of a registered global security, the depositary will credit, on its book-entry registration and transfer system, the participants’ accounts with the respective principal or face amounts of the securities beneficially owned by the participants. Any dealers, underwriters, or agents participating in the distribution of the securities will designate the accounts to be credited. Ownership of beneficial interests in a registered global security will be shown on, and the transfer of ownership interests will be effected only through, records maintained by the depositary, with respect to interests of participants, and on the records of participants, with respect to interests of persons holding through participants. The laws of some states may require that some purchasers of securities take physical delivery of these securities in definitive form. These laws may impair your ability to own, transfer, or pledge beneficial interests in registered global securities.
owners of beneficial interests in a registered global security will not be entitled to have the securities represented by the registered global security registered in their names, will not receive or be entitled to receive physical delivery of the securities in definitive form and will not be considered the owners or holders of the securities under the indenture. Accordingly, each person owning a beneficial interest in a registered global security must rely on the procedures of the depositary for that registered global security and, if that person is not a participant, on the procedures of the participant through which the person owns its interest, to exercise any rights of a holder under the indenture. We understand that under existing industry practices, if we request any action of holders or if an owner of a beneficial interest in a registered global security desires to give or take any action that a holder is entitled to give or take under the indenture, the depositary for the registered global security would authorize the participants holding the relevant beneficial interests to give or take that action, and the participants would authorize beneficial owners owning through them to give or take that action or would otherwise act upon the instructions of beneficial owners holding through them.
The following briefly summarizes some of the provisions that will apply to depositary shares unless the applicable prospectus supplement provides otherwise. This summary may not contain all information that is important to you. The complete terms of the depositary shares will be contained in the depositarydeposit agreement and depositary receipt applicable to any depositary shares. These documents have been or will be included or incorporated by reference as exhibits to the registration statement of which this prospectus is a part. You should read the depositarydeposit agreement and the depositary receipt. You should also read the prospectus supplement applicable to a particular issuance of depositary shares, which will contain additional information and which may update or change some of the information below.GeneralWe may offer fractional shares of preferred stock, rather than full shares of preferred stock. If we do so, we may issue receipts for depositary shares that each represent a fraction of a share of a particular series of preferred stock. The prospectus supplement will indicate that fraction. The shares of preferred stock represented by depositary shares will be deposited underaccording to the provisions of a depositarydeposit agreement to be entered into between us and a bank or trust company that meets certain requirements and is selected by us, which we refer to as the “bank depositary.” Each owner of a depositary share will be entitled to all the rights and preferences of the preferred stock represented by the depositary share. The depositary shares will be evidenced by depositary receipts issued pursuant to the depositarydeposit agreement. Depositary receipts will be distributed to those persons purchasing the fractional shares of preferred stock in accordance with the terms of the offering.The following summary description of certain common provisions of a depositarydeposit agreement and the related depositary receipts and any summary description of the depositarydeposit agreement and depositary receipts in the applicable prospectus supplement do not purport to be complete and are qualified in their entirety by reference to all of the provisions of such depositarydeposit agreement and depositary receipts. The forms of the depositarydeposit agreement and the depositary receipts relating to any particular issue of depositary shares will be filed with the SEC each time we issue depositary shares, and you should read those documents for provisions that may be important to you.Dividends and Other DistributionsIf we pay a dividend or cash distribution or dividend on a series of preferred stock represented by depositary shares, the bank depositary will distribute such dividends or distribution to the record holders of such depositary shares. If the distributions area distribution is in property other than cash, the bank depositary will distribute the property to the record holders of the depositary shares. However, if the bank depositary determines that it is not feasible to make the distribution of property, the bank depositary may, with our approval, sell such property and distribute the net proceeds from such sale to the record holders of the depositary shares.Redemption of Depositary SharesIf we redeem a series of preferred stock represented by depositary shares, the bank depositary will redeem the depositary shares from the proceeds received by the bank depositary in connection with the redemption. The redemption price per depositary share will equal the applicable fraction of the redemption price per share of the preferred stock. If fewer than all the depositary shares are redeemed, the depositary shares to be redeemed will be selected by lot or pro rata as the bank depositary may determine.Voting the Preferred StockUpon receipt of notice of any meeting at which the holders of the preferred stock represented by depositary shares are entitled to vote, the bank depositary will mail the notice to the record holders of the depositary shares relating to such preferred stock. Each record holder of these depositary shares on the record date, which will be the same date as the record date for the preferred stock, may instruct the bank depositary as to how to vote the preferred stock represented by such holder’s depositary shares. The bank depositary will endeavor, insofar as practicable, to vote the amount of the preferred stock represented by such depositary shares in accordance with such instructions, and we will take all action that the bank depositary deems necessary in order to enable the bank depositary to do so. The bank depositary will abstain from voting shares of the preferred stock to the extent it does not receive specific instructions from the holders of depositary shares representing such preferred stock.19
depositary and us under the Amendment and Termination of the DepositaryDeposit AgreementUnless otherwise provided in the applicable prospectus supplement or required by law, the form of depositary receipt evidencing the depositary shares and any provision of the depositarydeposit agreement may be amended by agreement between the bank depositary and us. The depositarydeposit agreement may be terminated by the bank depositary or us only if:all outstanding depositary shares have been redeemed,redeemed; orthere has been a final distribution in respect of the preferred stock in connection with any liquidation, dissolution, or winding upwinding-up of our company,the Company, and such distribution has been distributed to the holders of depositary receipts.Charges of Bank DepositaryWe will pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. We will pay charges of the bank depositary in connection with the initial deposit of the preferred stock and any redemption of the preferred stock. Holders of depositary receipts will pay other transfer and other taxes and governmental charges and any other charges, including a fee for the withdrawal of shares of preferred stock upon surrender of depositary receipts, asthat are expressly provided in the depositarydeposit agreement for their accounts.Withdrawal of Preferred StockExcept as may be provided otherwise in the applicable prospectus supplement, upon surrender of depositary receipts at the principal office of the bank depositary, subject to the terms of the depositarydeposit agreement, the owner of the depositary shares may demand delivery of the number of whole shares of preferred stock and all money and other property, if any, represented by those depositary shares. Partial shares of preferred stock will not be issued. If the depositary receipts delivered by the holder evidence a number of depositary shares in excess of the number of depositary shares representing the number of whole shares of preferred stock to be withdrawn, the bank depositary will deliver to such holder at the same time a new depositary receipt evidencing the excess number of depositary shares. Holders of preferred stock thus withdrawn may not thereafter deposit those shares under the depositarydeposit agreement or receive depositary receipts evidencing depositary shares therefor.MiscellaneousThe bank depositary will forward to holders of depositary receipts all reports and communications from us that are delivered to the bank depositary and that we are required to furnish to the holders of the preferred stock.Neither the bank depositary nor weus will be liable if we are prevented or delayed by law or any circumstance beyond our control in performing our obligations under the depositarydeposit agreement. The obligations of the bankdepositarydeposit agreement will be limited to performance in good faith of our duties thereunder, and we will not be obligated to prosecute or defend any legal proceeding in respect of any depositary shares or preferred stock unless satisfactory indemnity is furnished. We may rely upon written advice of counsel or accountants, or upon information provided by persons presenting preferred stock for deposit, holders of depositary receipts or other persons believed to be competent and onupon documents believed to be genuine.Resignation and Removal of Bank DepositaryThe bank depositary may resign at any time by delivering to us notice of its election to do so, and we may at any time remove the bank depositary. Any such resignation or removal will take effect upon the appointment of a successor bank depositary and its acceptance of such appointment. The successor bank depositary must be appointed within 60 days after delivery of the notice of resignation or removal of the bank depositary and must be a bank or trust company meeting the requirements of the depositarydeposit agreement.The following summarizes some of the provisions that will apply to the warrants that we may issue pursuant to this prospectus unless the applicable prospectus supplement provides otherwise. This summary may not contain all information that is important to you. The complete terms of the warrants will be contained in the applicable warrant certificate and warrant agreement. These documents have been or will be included or incorporated by reference as exhibits to the registration statement of which this prospectus is a part. You should read the warrant certificate and the warrant agreement. You should also read the prospectus supplement, which will contain additional information and which may update or change some of the information below.20
GeneralAs of July 13, 2017, we have no warrants issued and outstanding.We may issue, together with other securities or separately, warrants to purchase debt securities, common stock, preferred stock, or other securities. We may issue the warrants under warrant agreements to be entered into between us and a bank or trust company, as warrant agent, all as set forth in the applicable prospectus supplement. The warrant agent would act solely as our agent in connection with the warrants of the series being offered and would not assume any obligation or relationship of agency or trust for or with any holders or beneficial owners of warrants.The applicable prospectus supplement will describe the following terms, where applicable, of warrants in respect of which this prospectus is being delivered:the title of the warrants;the designation, amount and terms of the securities for which the warrants are exercisable and the procedures and conditions relating to the exercise of such warrants;the designation and terms of the other securities, if any, with which the warrants are to be issued and the number of warrants issued with each such security;the price or prices at which the warrants will be issued;the aggregate number of warrants;any provisions for adjustment of the number or amount of securities receivable upon exercise of the warrants or the exercise price of the warrants;the price or prices at which the securities purchasable upon exercise of the warrants may be purchased;if applicable, the date on and after which the warrants and the securities purchasable upon exercise of the warrants will be separately transferable;if applicable, a discussion of the material United States federal income tax considerations applicable to the warrants;any other terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants;the date on which the right to exercise the warrants shallwill commence and the date on which the right shallwill expire;if applicable, the maximum or minimum number of warrants which may be exercised at any time;the identity of the warrant agent;any mandatory or optional redemption provision;whether the warrants are to be issued in registered or bearer form;whether the warrants are extendible and the period or periods of such extendibility;information with respect to book-entry procedures, if any; andany other applicable terms of the warrants.Before exercising their warrants, holders of warrants will not have any of the rights of holders of the securities purchasable upon such exercise, including the right to receive dividends, if any, or payments upon our liquidation, dissolution or winding-up or to exercise voting rights, if any.Exercise of WarrantsEach warrant will entitle the holder thereof to purchase the amount of such principal amounts of debt securities or such number of shares of common stock or preferred stock or other securities at thesuch exercise price as will in each case be set forth in, or be determinable as set forth in, the applicable prospectus supplement. Warrants may be exercised at any time up to the close of business on the expiration date set forth in the applicable prospectus supplement. After the close of business on the expiration date, unexercised warrants will become void. Warrants may be exercised as set forth in the applicable prospectus supplement relating to the warrants offered thereby. Upon receipt of payment and the21
We may issue units comprised of onetwo or more of the other securities described in this prospectus in any combination. Each unit will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included security. The unit agreement under which a unit is issued may provide that the securities included in the unit may not be held or transferred separately, at any time or at any time before a specified date. The applicable prospectus supplement may describe:the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately;
Those
basis.
Sales Through UnderwritersIf underwriters are used in the sale of some or all of the securities covered by this prospectus, the 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 of the series offered if any of the securities are purchased.Any initial public offering price and any concessions allowed or reallowed to dealers may be changed intermittently.Sales Through AgentsUnless otherwise indicated in the applicable prospectus supplement, when securities are sold through an agent, the designated agent will agree, for the period of its appointment as agent, to use its best efforts to sell the securities for our account and will receive such commissions from us as will be set forth in the applicable prospectus supplement.Securities bought in accordance with a redemption or repayment under their terms also may be offered and sold, ifIf so indicated in the applicable prospectus supplement, in connection with a remarketing by one or more firms, which we refer to as “remarketing firms,” acting as principals for their own accounts or as agents for us. Anyus, may offer and sell the securities offered under this prospectus as part of a remarketing firmupon their purchase, in accordance with their terms. We will be identified andidentify any remarketing firm, the terms of its agreement, if any, with us and its compensation will be described in the applicable prospectus supplement. Remarketing firms may be deemed to be underwriters in connection with the securities remarketed by them.If so indicated in the applicable prospectus supplement, we may authorize agents, underwriters, or dealers to solicit offers by certain specified institutions to purchase securities at a price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a future date specified in the prospectus supplement. These contracts will be subject only to those conditions set forth in the applicable prospectus supplement, and the prospectus supplement will set forth the commissions payable for solicitation of these contracts.Direct SalesWe may also sell offered securities directly to institutional investors or others. In this case, no underwriters or agents would be involved. The terms of such sales will be described in the applicable prospectus supplement.General InformationBroker-dealers, agents, or underwriters may receive compensation in the form of discounts, concessions, or commissions from us and/or the purchasers of securities for whom such broker-dealers, agents or underwriters may act as agents or to whom they sell as principal, or both (this compensation to a particular broker-dealer might be in excess of customary commissions).Underwriters, dealers, and agents that participate in any distribution of the offered securities may be deemed “underwriters” within the meaning of the Securities Act, so any discounts or commissions they receive in connection with the distribution may be deemed to be underwriting compensation. Those underwriters, dealers, and agents may be entitled, under their agreements with us, to indemnification by us against certain civil liabilities, including liabilities under the Securities Act, or to contribution by us toin respect of payments that they may be required to make in respect of those civil liabilities. Several of those underwriters, dealers, or agents may be customers of, engage in transactions with, or perform services for us or our affiliates in the ordinary course of business. We will identify any underwriters, dealers, or agents and describe their compensation in a prospectus supplement. Any institutional investors or others that purchase offered securities directly, and then resell the securities, may be deemed to be underwriters, and any discounts or commissions received by them from us and any profit on the resale of the securities by them may be deemed to be underwriting discounts and commissions under the Securities Act.
| Item 14. | Other Expenses of Issuance and Distribution |
| Securities and Exchange Commission Registration Fee | $8,692.50 | |||
| Legal Fees and Expenses | * | |||
| Accounting Fees and Expenses | * | |||
| Printing Expenses | * | |||
| Blue Sky Fees | * | |||
| Transfer Agent Fees and Expenses | * | |||
| Miscellaneous | * | |||
|
| |||
Total | $ | 8,692.50 |
SEC registration fee | | | $12,980.00* |
Legal fees and expenses | | | ** |
Accounting fees and expenses | | | ** |
Printing and mailing expenses | | | ** |
Blue sky fees | | | ** |
Trustee, registrar and transfer agent, and depositary fees and expenses | | | ** |
Listing fees and expenses | | | ** |
Miscellaneous expenses | | | ** |
Total | | | $** |
| * | Inclusive of the registration fee of $8,692.50 previously paid in connection with the 2017 Registration Statement. |
| ** | Estimated expenses are not presently known. |
| Item 15. | Indemnification of Directors and Officers |
Tennessee General Corporation Law
The Company’s Amended and Restated Charter
official capacity as a director, officer, or employee
The Company
| Item 16. | Exhibits |
Exhibit Number | | | Description |
1.1 | | | Form of Underwriting Agreement for each of the securities registered hereby.* |
| | | ||
| | | Amended and Restated Charter of Reliant Bancorp, Inc. (Restated for SEC filing purposes) (incorporated by reference to Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q filed on November 6, 2018). | |
| | | ||
| | | Third Amended and Restated Bylaws of Reliant Bancorp, Inc., as amended (Restated for SEC filing purposes). (incorporated by reference to Exhibit 3.2 of the Company’s Quarterly Report on Form 10-Q filed on August 10, 2020). | |
| | | ||
| | | Common Stock Specimen Certificate (incorporated by reference to Exhibit 4.4 of the Company’s Registration Statement on Form S-8 filed on December 19, 2018). | |
| | | ||
| | | Description of the Company’s Securities Registered Pursuant to Section 12 of the Exchange Act (incorporated by reference to Exhibit 4.1 of the Company’s Annual Report on Form 10-K filed on March 13, 2020). | |
| | | ||
4.3 | | | Form of certificate of amendment of the charter with respect to any preferred stock issued hereunder.* |
| | | ||
4.4 | | | Specimen Preferred Stock Certificate.* |
| | |
The Exhibit Index filed herewith and appearing immediately after the signature page(s) to this registration statement is incorporated by reference herein.TABLE OF CONTENTS
Exhibit Number | | | Description |
4.5 | | | Form of Senior Debt Security.* |
| | | ||
4.6 | | | Form of Subordinated Debt Security.* |
| | | ||
| | | Form of Senior Debt Indenture.± | |
| | | ||
| | | Form of Subordinated Debt Indenture.± | |
| | | ||
4.9 | | | Form of Unit Agreement.* |
| | | ||
4.10 | | | Form of Warrant Agreement (including form of warrant certificate).* |
| | | ||
4.11 | | | Form of Deposit Agreement.* |
| | | ||
4.12 | | | Form of Depositary Receipt.* |
| | | ||
4.13 | | | Form of Purchase Contract.* |
| | | ||
4.14 | | | Form of Rights Agreement (including form of rights certificate).* |
| | | ||
| | | Opinion of Butler Snow LLP.± | |
| | | ||
| | | Consent of Maggart & Associates, P.C.± | |
| | | ||
| | | Consent of HORNE LLP.± | |
| | | ||
| | | Consent of Butler Snow LLP (included in Exhibit 5.1 filed herewith). | |
| | | ||
| | | Power of Attorney (included on the signature page of this registration statement). | |
| | | ||
25.1 | | | Form T-1 Statement of Eligibility of Trustee under the Trust Indenture Act for the Senior Debt Indenture.** |
| | | ||
25.2 | | | Form T-1 Statement of Eligibility of Trustee under the Trust Indenture Act for the Subordinated Debt Indenture.** |
| * | To be filed by amendment or as an exhibit to a Current Report on Form 8-K and incorporated herein by reference, if applicable. |
| ** | To be filed separately pursuant to Section 305(b)(2) under the Trust Indenture Act, if applicable. |
| ± | Filed herewith. |
| Item 17. | Undertakings |
| (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 |
(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
| (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; |
(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 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;
(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, 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.
That:
(7)
(i) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(ii) For purposes of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus 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 hereof.
(8) 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 SEC under Section 305(b)(2) of the Trust Indenture Act.
| (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. |
| | | RELIANT BANCORP, INC. | ||||
| | | | | ||
| | By: | | | /s/ DeVan | ||
| | | | | DeVan Executive Officer (Principal Executive Officer) | ||
Signature | | | Title | | | Date | |
|
| ||||||
/s/ DeVan | | | Chairman and Chief Executive Officer | ||||
| (Principal Executive Officer)
| | | August 24, 2020 | |||
DeVan Ard, Jr. | | | |||||
| | | | | ||||
/s/ | | | Chief Financial Officer | ||||
(Principal Financial Officer) | | | August 24, 2020 | ||||
Jerry Cooksey, Jr. | | | |||||
| | | | | ||||
/s/ David A. Kowalski | | | Chief Accounting Officer and Controller (Principal Accounting Officer) | | | August 24, 2020 | |
David A. Kowalski | | | |||||
| | | | ||||
/s/ Homayoun Aminmadani | | | Director | | | August 24, 2020 | |
Homayoun Aminmadani | | ||||||
| | | | ||||
/s/ Charles Trimble Beasley | | | Director | | | August 24, 2020 | |
Charles Trimble Beasley | | | |||||
| | | | ||||
/s/ Robert E. Daniel | | | Director | | | August 24, 2020 | |
Robert E. Daniel | | | |||||
| | | | ||||
/s/ William R. DeBerry | | | Director | | August 24, 2020 | ||
William R. DeBerry | | | |||||
| | | | ||||
Signature | | | Title | | | Date |
/s/ Sharon H. Edwards | | | Director | | | August 24, 2020 |
Sharon H. Edwards | | | ||||
| | | | |||
| ||||||
/s/ Darrell S. Freeman, Sr. | | | Director | | | August 24, 2020 |
Darrell S. Freeman, Sr. | | | ||||
| | | | |||
/s/ James Gilbert Hodges | | | Director | | | August 24, 2020 |
James Gilbert Hodges | | | ||||
| | | | |||
/s/ William Lawson Mabry | | | Director | | | August 24, 2020 |
William Lawson Mabry | | | ||||
| | | | |||
/s/ Connie S. McGee | | | Director | |||
EXHIBIT INDEX
| | | August 24, 2020 | ||||
Connie S. McGee | |
| ||||
| | | | | |||
/s/ Linda E. Rebrovick | | Director | | | August 24, 2020 | |
Linda E. Rebrovick | | | ||||
| | | | ||||
/s/ Michael E. Wallace | | | Director | | | August 24, 2020 |
Michael E. Wallace | | |||||
| | | | | |||
/s/ Ruskin A. Vest | | Director | | | August 24, 2020 | |
Ruskin A. Vest | ||||||