NATIONAL COMMERCE CORPORATION (NASDAQ:NCOM) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive
On June 7, 2017, National Commerce Corporation (the Company) and
its wholly owned bank subsidiary, National Bank of Commerce (the
Bank), entered into an underwriting agreement (the Underwriting
Agreement) with Keefe, Bruyette Woods, Inc. (the Representative),
as representative of the several underwriters (the Underwriters),
to offer and sell960,000 shares (the Shares) of the Companys
common stock, $0.01 par value per share (the Common Stock), at a
public offering price of $37.00 per share in an underwritten
public offering (the Offering). The net proceeds of the Offering
for the Company, after underwriting discounts and commissions on
the sale of shares by the Company, but before deducting
offering-related expenses, are expected to be approximately $33.7
million. The Company also has granted the Underwriter a 30-day
option to purchase an additional144,000 shares of Common Stock at
the public offering price, less underwriting discounts, solely to
cover over-allotments, if any.
The Underwriting Agreement contains customary representations and
warranties, obligations, closing conditions and termination
provisions. These representations and warranties are not
representations of factual information to investors about the
Company or its subsidiaries, and the sale of the Common Stock in
the Offering is not a representation that there has not been any
change in the condition of the Company. The Company and the Bank
also agreed to indemnify the Underwriters against certain
liabilities arising out of or in connection with the sale of
Common Stock in the Offering. The foregoing description is
qualified in its entirety by reference to the Underwriting
Agreement, a copy of which is attached hereto as Exhibit 1.1 and
incorporated herein by reference.
Maynard, Cooper Gale, P.C., counsel to the Company, delivered an
opinion as to the validity of the shares of Common Stock, a copy
of which is attached hereto as Exhibit 5.1 and is incorporated by
to the Underwriting Agreement, certain directors and executive
officers of the Company entered into agreements providing for a
90-day lock-up period with respect to sales of specified
securities, subject to certain exceptions. In addition, the
Underwriting Agreement provided for a 90-day lock-up period with
respect to sales by the Company of specified securities, subject
to certain exceptions.
The offer and sale of shares of Common Stock sold in the Offering
were registered under the Securities Act of 1933, as amended, to
an effective shelf registration statement on Form S-3
(Registration No. 333-210687) filed with the Securities and
Exchange Commission. The offer and sale of the shares of Common
Stock in the Offering are described in the Companys prospectus
constituting a part of the registration statement, as
supplemented by a final prospectus supplement, dated June 7,
The Offering is expected to be completed on June 12, 2017 to the
terms of the Underwriting Agreement.
Item 8.01. Other Events.
On June 7, 2017, the Company issued a press release announcing
the pricing of the underwritten public offering of960,000 shares
of common stock by the Company, at a price to the public of
$37.00 per share. A copy of the press release is attached as
Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
Exhibits 5.1 and 23.1 to this Current Report on Form 8-K are
filed herewith in connection with the Companys effective shelf
registration statement on Form S-3 (Registration Nos. 333-210687)
and are incorporated therein by reference.
Item 9.01. Financial
Statements and Exhibits.
Description of Exhibit
Underwriting Agreement, dated June 7, 2017, by and
Opinion of Maynard, Cooper Gale, P.C. regarding the
Consent of Maynard, Cooper Gale, P.C. (included in Exhibit
Press Release, dated June 7, 2017
About NATIONAL COMMERCE CORPORATION (NASDAQ:NCOM)
National Commerce Corporation (NCC) is a financial holding company. The Company is engaged in the business of banking through its banking subsidiary, National Bank of Commerce (the Bank). The Company, through the Bank, provides a range of financial services to businesses, business owners and professionals. The Bank’s loan portfolio includes construction, land development and other land loans; loans secured by farmland; loans secured by one- to four-family residential properties; loans secured by multifamily residential properties; loans secured by nonfarm nonresidential properties; loans secured by real estate; commercial and industrial loans; consumer loans, and other loans. The Bank’s investment securities available-for-sale include the United States treasury securities, securities issued by states and political subdivisions, residential mortgage pass-through securities and investment in mutual funds and other equity securities. The Bank’s primary sources of funds are deposits.