As filed with the United States Securities and Exchange Commission on August 24, 2020
Registration Statement No. 333-
Tennessee (State or other jurisdiction of incorporation or organization) | | | 37-1641316 (I.R.S. Employer Identification Number) |
Large accelerated filer | | | ☐ | | | | | Accelerated filer | | | ☒ | |
Non-accelerated filer | | | ☐ | | | | | Smaller reporting company | | | ☒ | |
| | | | | | Emerging growth company | | | ☒ |
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) | The Registrant is hereby registering an indeterminate amount and number of each identified class of its securities up to a proposed maximum aggregate offering price of $100,000,000, which may be offered from time to time in unspecified numbers at unspecified prices. The Registrant has estimated the proposed maximum aggregate offering price solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”). Securities registered hereunder may be sold separately, together or as units with other securities registered hereunder. |
(2) | Certain information as to each class of securities to be registered is not specified, in accordance with General Instruction II.D to Form S-3 under the Securities Act. |
(3) | The Registrant is hereby registering such indeterminate amount and number of each identified class of the identified securities as may be issued upon conversion, exchange, or exercise of any other securities that provide for such conversion, exchange or exercise. |
(4) | May consist of one or more series of senior or subordinated debt. |
(5) | Each unit will be issued under a unit agreement and will represent an interest in two or more other securities, which may or may not be separable from one another. |
(6) | Calculated pursuant to Rule 457(o) under the Securities Act. Pursuant to Rule 457(p) under the Securities Act, the total amount of the filing fee payable in connection with this Registration Statement is $4,287.50. The Registrant has previously paid $8,692.50 with respect to $75,000,000 aggregate initial offering price of securities previously registered and remaining unissued under the Registration Statement on Form S-3 (333-216660), initially filed by the Registrant on March 13, 2017 (the “2017 Registration Statement”). Pursuant to Rule 457(p), such unutilized filing fees from the 2017 Registration Statement are being applied to the filing fee payable pursuant to this Registration Statement. |
• | 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). |
• | the 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 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 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 financial industry and United States and global capital and credit markets; |
• | 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 litigation, including the applicability of insurance coverage; |
• | the vulnerability of the computer and information technology systems and networks of the Bank, and the systems and networks of third parties with whom Reliant Bancorp or the Bank contract, to unauthorized access, computer viruses, phishing schemes, spam attacks, human error, natural disasters, power loss, and other security breaches and interruptions; |
• | changes in state and federal laws, rules, regulations, or policies applicable to banks or bank or financial holding companies, including regulatory or legislative developments; |
• | adverse results (including costs, fines, reputational harm, and/or other negative effects) from current or future litigation, regulatory examinations, or other legal or regulatory actions; |
• | the risk that expected cost savings and revenue synergies from (a) the merger of Reliant Bancorp and Tennessee 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 the TCB Holdings Transaction, collectively, the “Transactions”), may not be realized or may take longer than anticipated to be realized; |
• | the effect of the Transactions on our customer, supplier, or employee relationships and operating results (including without limitation difficulties in maintaining relationships with employees and customers), as well as on the market price of Reliant Bancorp’s common stock; |
• | the risk that the businesses and operations of TCB Holdings and its subsidiaries and of FABK and its subsidiaries cannot be successfully integrated with the business and operations of Reliant Bancorp and its subsidiaries or that integration will be more costly or difficult than expected; |
• | the amount of costs, fees, expenses, and charges related to the Transactions, including those arising as a result of unexpected factors or events; |
• | reputational risk associated with and the reaction of our customers, suppliers, employees, or other business partners to the Transactions; |
• | the risk associated with Reliant Bancorp management’s attention being diverted away from the day-to-day business and operations of Reliant Bancorp to the integration of the Transactions; and |
• | general competitive, economic, political, and market conditions, including economic conditions in the local markets where we operate. |
• | the title, designation, stated value, and liquidation preference of such preferred stock and the amount of stock offered; |
• | the offering price; |
• | the dividend rate or rates (or the method of calculation of the same), the date or dates from which dividends will accrue, and whether such dividends will be cumulative or noncumulative and, if cumulative, the dates from which dividends will commence to cumulate; |
• | any redemption or sinking fund provisions; |
• | the amount that shares of such series will be entitled to receive in the event of our liquidation, dissolution or winding-up; |
• | the terms and conditions, if any, on which shares of such series will be convertible or exchangeable for shares of our stock of any other class or classes, or other series of the same class; |
• | the voting rights, if any, of shares of such series; |
• | the status as to reissuance or sale of shares of such series redeemed, purchased or otherwise reacquired, or surrendered to us on conversion or exchange; |
• | the conditions and restrictions, if any, on the payment of dividends or on the making of other distributions on, or the purchase, redemption or other acquisition by Reliant or any of our subsidiaries, of the common stock or of any other class of our shares ranking junior to the shares of such series as to dividends or upon liquidation; |
• | the conditions and restrictions, if any, on the creation of indebtedness of Reliant or any of our subsidiaries, or on the issuance of any additional stock ranking on a parity with or prior to the shares of such series as to dividends or upon liquidation; |
• | any additional dividend, liquidation, redemption, sinking or retirement fund and other rights, preferences, privileges, limitations and restrictions of such preferred stock; and |
• | any other rights, preferences, privileges, limitations and restrictions that are not inconsistent with the terms of our charter. |
• | the title of the debt securities; |
• | the limit, if any, upon the aggregate principal amount or issue price of the debt securities of a series; |
• | ranking of the specific series of debt securities relative to other outstanding indebtedness, including any debt of any of our subsidiaries; |
• | the price or prices at which the debt securities will be issued; |
• | the designation, aggregate principal amount and authorized denominations of the series of debt securities; |
• | the issue date or dates of the series and the maturity date of the series; |
• | whether the debt securities will be issued at par or at a premium over or a discount from their face amount; |
• | the interest rate, if any, and the method for calculating the interest rate and basis upon which interest will be calculated; |
• | the right, if any, to extend interest payment periods and the duration of the extension; |
• | the interest payment dates and the record dates for the interest payments; |
• | any mandatory or optional redemption terms or prepayment, conversion, sinking fund or exchangeability or convertibility provisions; |
• | the currency of denomination of the securities; |
• | the place where we will pay principal, premium, if any, and interest, if any, and the place where the debt securities may be presented for transfer; |
• | if payments of principal (or premium, if any) or interest, if any, on the debt securities will be made in one or more currencies or currency units other than that or those in which the debt securities are denominated, the manner in which the exchange rate with respect to these payments will be determined; |
• | if other than denominations of $1,000 or multiples of $1,000, the denominations the debt securities will be issued in; |
• | whether the debt securities will be issued in the form of global securities or certificates; |
• | the applicability of and additional provisions, if any, relating to the defeasance of the debt securities; |
• | the portion of principal amount of the debt securities payable upon declaration of acceleration of the maturity date, if other than the entire principal amount; |
• | the currency or currencies, if other than the currency of the United States, in which principal and interest will be paid; |
• | the dates on which premium, if any, will be paid; |
• | any addition to or change in the “Event of Default” described under the caption “Events of Default and Remedies” below or in the indenture with respect to the debt securities and any change in the acceleration provisions described in this prospectus or in the indenture with respect to the debt securities; |
• | any addition to or change in the covenants described in this prospectus or in the indenture with respect to the debt securities; |
• | our right, if any, to defer payment of interest and the maximum length of this deferral period; and |
• | other specific terms, including any additional events of default or covenants. |
• | the conversion or exchange price; |
• | the conversion or exchange period; |
• | provisions regarding our ability or the ability of the holder to convert or exchange the debt securities; |
• | events requiring adjustment to the conversion or exchange price; and |
• | provisions affecting conversion or exchange in the event of our redemption of the debt securities. |
• | either we are the continuing corporation or the successor corporation or the successor entity which acquires by sale, lease, or conveyance substantially all of our and our subsidiaries’ assets is a corporation, limited liability company, partnership or trust organized under the laws of the United States, any state thereof, or the District of Columbia, and expressly assumes the due and punctual payment of the principal of, and premium, if any, and interest, if any, on, all the debt securities and the due performance of every covenant of the indentures to be performed or observed by us, by supplemental indenture satisfactory to the trustee, executed and delivered to the trustee by such corporation; |
• | immediately after giving effect to such transactions, no Event of Default described under the caption “Events of Default and Remedies” below, or event which, after notice or lapse of time or both would become an Event of Default, has happened and is continuing; and |
• | we have delivered to the trustee an officers’ certificate and an opinion of counsel each stating that such transaction and such supplemental indenture comply with the indenture provisions relating to merger, consolidation, or sale, lease, or conveyance of assets, as applicable. |
(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. |
• | evidence a successor to the trustee; |
• | cure ambiguities, defects, or inconsistencies; |
• | provide for the assumption of our obligations in the case of a merger or consolidation or transfer of all or substantially all of our assets that complies with certain covenants specified in the indenture; |
• | make any change that would provide any additional rights or benefits to the holders of the debt securities of a series; |
• | add guarantors or co-obligors with respect to the debt securities of any series; |
• | secure the debt securities of a series; |
• | establish the form or forms of debt securities of any series; |
• | add additional Events of Default with respect to the debt securities of any series; |
• | add additional provisions as may be expressly permitted by the Trust Indenture Act; |
• | maintain the qualification of the indenture under the Trust Indenture Act; or |
• | make any change that does not adversely affect in any material respect the interests of any holder. |
• | change the maturity date or the stated payment date of any payment of premium or interest payable on the debt securities; |
• | reduce the principal amount, or extend the fixed maturity, of the debt securities; |
• | change the method of computing the amount of principal of or any interest on any debt security; |
• | change or waive the redemption or repayment provisions of the debt securities; |
• | change the currency in which principal, any premium or interest is paid or the place of payment; |
• | reduce the percentage in principal amount outstanding of debt securities of any series which must consent to an amendment, supplement or waiver or consent to take any action; |
• | impair the right to institute suit for the enforcement of any payment on the debt securities; |
• | waive a payment default with respect to the debt securities; |
• | reduce the interest rate or extend the time for payment of interest on the debt securities; |
• | adversely affect the ranking or priority of the debt securities of any series; or |
• | release any guarantor or co-obligor from any of its obligations under its guarantee or the indenture, except in compliance with the terms of the indenture. |
• | either: |
• | all debt securities of any series issued that have been authenticated and delivered have been delivered to the trustee for cancellation; or |
• | all the debt securities of any series issued that have not been delivered to the trustee for cancellation have become due and payable, will become due and payable within one year, or are to be called for redemption within one year and we have made arrangements satisfactory to the trustee for the giving of notice of redemption by such trustee in our name and at our expense, and in each case, we have irrevocably deposited or caused to be deposited with the trustee sufficient funds to pay and discharge the entire indebtedness on the series of debt securities; and |
• | we have paid or caused to be paid all other sums then due and payable under such indenture; and |
• | we have delivered to the trustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent under such indenture relating to the satisfaction and discharge of the indenture have been complied with. |
• | the rights of holders of the debt securities to receive principal, interest, and any premium when due; |
• | our obligations with respect to the debt securities concerning issuing temporary debt securities, registration of transfer of debt securities, mutilated, destroyed, lost, or stolen debt securities and the maintenance of an office or agency for payment for security payments held in trust; |
• | the rights, powers, trusts, duties, and immunities of the trustee; and |
• | the defeasance provisions of the indenture. |
• | we must irrevocably have deposited or caused to be deposited with the trustee as trust funds, specifically pledged as security for, and dedicated solely to, the benefits of the holders of the debt securities of a series: |
• | money in an amount; or |
• | United States government obligations (or equivalent government obligations in the case of debt securities denominated in other than United States dollars or a specified currency) that will provide, not later than one day before the due date of any payment, money in an amount; or |
• | a combination of money and United States government obligations (or equivalent government obligations, as applicable); |
• | in each case sufficient, in the written opinion (with respect to United States or equivalent government obligations or a combination of money and United States or equivalent government obligations, as applicable) of a nationally recognized firm of independent public accountants, to pay and discharge, and which will be applied by the trustee to pay and discharge, all of the principal (including mandatory sinking fund payments), interest and any premium at due date or maturity; |
• | in the case of legal defeasance, we have delivered to the trustee an opinion of counsel stating that, under then applicable federal income tax law, the holders of the debt securities of that series will not recognize income, gain or loss for federal income tax purposes as a result of the deposit, defeasance, and discharge to be effected and will be subject to the same federal income tax as would be the case if the deposit, defeasance, and discharge did not occur; |
• | in the case of covenant defeasance, we have delivered to the trustee an opinion of counsel to the effect that the holders of the debt securities of that series will not recognize income, gain, or loss for federal income tax purposes as a result of the deposit and covenant defeasance to be effected and will be subject to the same federal income tax as would be the case if the deposit and covenant defeasance did not occur; |
• | no Event of Default or default with respect to the outstanding debt securities of that series has occurred and is continuing at the time of such deposit after giving effect to the deposit or, in the case of legal defeasance, no default relating to bankruptcy or insolvency has occurred and is continuing at any time on or before the 91st day after the date of such deposit, it being understood that this condition is not deemed satisfied until after the 91st day; |
• | the legal defeasance or covenant defeasance will not cause the trustee to have a conflicting interest within the meaning of the Trust Indenture Act, assuming all debt securities of a series were in default within the meaning of such act; |
• | the legal defeasance or covenant defeasance will not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which we are a party; |
• | if prior to the stated maturity date, notice will have been given in accordance with the provisions of the indenture; |
• | the legal defeasance or covenant defeasance will not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless the trust is registered under such act or exempt from registration; and |
• | we have delivered to the trustee an officers’ certificate and an opinion of counsel stating that all conditions precedent with respect to the legal defeasance or covenant defeasance have been complied with. |
• | all outstanding depositary shares have been redeemed; or |
• | there has been a final distribution in respect of the preferred stock in connection with any liquidation, dissolution, or winding-up of the Company, and such distribution has been distributed to the holders of depositary receipts. |
• | the title of the warrants; |
• | the designation, amount and terms of the securities for which the warrants are exercisable and the procedures and conditions relating to the exercise of such warrants; |
• | the designation and terms of the other securities, if any, with which the warrants are to be issued and the number of warrants issued with each such security; |
• | the price or prices at which the warrants will be issued; |
• | the aggregate number of warrants; |
• | any provisions for adjustment of the number or amount of securities receivable upon exercise of the warrants or the exercise price of the warrants; |
• | the price or prices at which the securities purchasable upon exercise of the warrants may be purchased; |
• | if applicable, the date on and after which the warrants and the securities purchasable upon exercise of the warrants will be separately transferable; |
• | if applicable, a discussion of the material United States federal income tax considerations applicable to the warrants; |
• | the terms, procedures and limitations relating to the exchange and exercise of the warrants; |
• | the date on which the right to exercise the warrants will commence and the date on which the right will expire; |
• | if applicable, the maximum or minimum number of warrants which may be exercised at any time; |
• | the identity of the warrant agent; |
• | any mandatory or optional redemption provision; |
• | whether the warrants are to be issued in registered or bearer form; |
• | whether the warrants are extendible and the period or periods of such extendibility; |
• | information with respect to book-entry procedures, if any; and |
• | any other applicable terms of the warrants. |
• | to cure any ambiguity; |
• | to correct or supplement any provision which may be defective or inconsistent with any other provisions; or |
• | to add new provisions regarding matters or questions that we and the warrant agent deem necessary or desirable to address and which do not adversely affect the interests of the warrant holders. |
• | the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately; |
• | any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units; |
• | the terms of the unit agreement governing the units; |
• | United States federal income tax considerations relevant to the units; and |
• | whether the units will be issued in fully registered global form. |
• | the price, if any, for the rights; |
• | the exercise price payable for each share of our common stock or preferred stock upon the exercise of the rights; |
• | the number of rights issued to each holder; |
• | the number and terms of shares of our common stock or preferred stock which may be purchased per each right; |
• | the extent to which the rights are transferable; |
• | any provisions for adjustment of the number or amount of securities receivable upon exercise of the rights or the exercise price of the rights; |
• | any other terms of the rights, including the terms, procedures and limitations relating to the exchange and exercise of the rights; |
• | the date on which the right to exercise the rights will commence, and the date on which the rights will expire; |
• | the extent to which the rights may include an over-subscription privilege with respect to unsubscribed securities; and |
• | if applicable, the material terms of any standby underwriting or purchase arrangement entered into by us in connection with the offering of rights. |
• | to or through underwriting syndicates represented by managing underwriters; |
• | through one or more underwriters without a syndicate for them to offer and sell to the public; |
• | through dealers or agents; |
• | to investors directly in negotiated sales or in competitively bid transactions; and |
• | through a combination of any of these methods for sale. |
• | on or through the facilities of Nasdaq or any other securities exchange or quotation or trading service on which those securities may be listed, quoted, or traded at the time of sale; and/or |
• | to or through a market maker otherwise than on the securities exchanges or quotation or trading services set forth above. |
• | the name or names of any underwriters, dealers or agents; |
• | the purchase price of the offered securities and the proceeds we anticipate from the sale of the securities; |
• | any underwriting discounts and commissions or agency fees and other items constituting underwriters’ or agents’ compensation; |
• | the use of proceeds to us from the sale of the securities; |
• | any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers; and |
• | any securities exchange on which such offered securities may be listed. |
• | at fixed prices, which may be changed; |
• | at market prices prevailing at the time of the sale; |
• | at varying prices determined at the time of sale; or |
• | at negotiated prices. |
• | whether that offering is being made to underwriters or through agents or directly; |
• | the rules and procedures for any auction or bidding process, if used; |
• | the securities’ purchase price or initial public offering price; and |
• | the proceeds we anticipate from the sale of the securities. |
• | the name of any participating broker, dealer, agent, or underwriter; |
• | the number and type of securities involved; |
• | the price at which such securities were sold; |
• | any securities exchange(s) on which such securities may be listed; |
• | the commissions paid or discounts or concessions allowed to any such broker, dealer, agent, or underwriter where applicable; and |
• | other facts material to the transaction. |
• | is not part of this prospectus, the applicable prospectus supplement and any applicable pricing supplement or the registration statement of which they form a part; |
• | has not been approved or endorsed by us or by any agent or dealer in its capacity as an agent or dealer, except, in each case, with respect to the respective website maintained by such entity; and |
• | should not be relied upon by investors. |
Item 14. | Other Expenses of Issuance and Distribution |
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 |
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.* |
| |
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 |
(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) | 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 Ard, Jr. | |
| | | | DeVan Ard, Jr., Chairman and Chief Executive Officer (Principal Executive Officer) |
Signature | | | Title | | | Date |
/s/ DeVan Ard, Jr. | | | Chairman and Chief Executive Officer (Principal Executive Officer) | | | August 24, 2020 |
DeVan Ard, Jr. | | | ||||
| | | | |||
/s/ Jerry Cooksey, Jr. | | | 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 | | | 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 | |