RELIANT BANCORP, INC. : Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Modification to Rights of Security Holders, Changes in Control or Registrant, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits (form 8-K)

Published: 2022-01-03 16:12:03 ET RBNC

Item 1.01 Entry into a Material Definitive Agreement.

On the Effective Date, in connection with the closing of the Merger, Reliant, UCBI and UMB Bank, N.A., as trustee ("UMB"), entered into a First Supplemental Indenture (the "First Supplemental Indenture") pursuant to which, among other things, UCBI assumed Reliant's obligations under that certain Indenture, dated as of December 13, 2019, between Reliant and UMB, which established and provided for the issuance of Reliant's 5.125% Fixed-to-Floating Rate Subordinated Notes due 2029.

The foregoing description of the First Supplemental Indenture is qualified in its entirety by reference to the full text of the First Supplemental Indenture, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or

Standard; Transfer of Listing.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

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As a result of the Merger, Reliant no longer fulfills the listing requirements of The Nasdaq Stock Market LLC ("Nasdaq"). In connection with the closing of the Merger, Reliant notified Nasdaq that the Merger had been completed and requested that Nasdaq (i) suspend trading of Reliant Common Stock on Nasdaq, (ii) withdraw Reliant Common Stock from listing on Nasdaq prior to the open of trading on January 3, 2022, and (iii) file with the SEC a notification of removal from listing on Form 25 to delist Reliant Common Stock from Nasdaq and deregister Reliant Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As a result, Reliant Common Stock will no longer be listed on Nasdaq.

Additionally, UCBI, as successor to Reliant, intends to file with the SEC certifications on Form 15 under the Exchange Act requesting the deregistration of Reliant Common Stock under Section 12(g) of the Exchange Act and the suspension of Reliant's reporting obligations under Sections 13 and 15(d) of the Exchange Act as promptly as practicable.

Item 3.03 Material Modification of Rights of Security Holders.

The information set forth in the Introductory Note, Item 2.01, Item 3.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01 Changes in Control of Registrant.

At the Effective Time, Reliant was merged with and into UCBI pursuant to the Merger Agreement, with UCBI as the surviving entity.

The information set forth in the Introductory Note, Item 2.01, Item 3.01, Item 3.03 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.

At the Effective Time, Reliant's directors and executive officers ceased serving as directors and executive officers of Reliant.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year.

At the Effective Time, the Amended and Restated Charter and the Third Amended and Restated Bylaws, as amended, of Reliant ceased to be in effect by operation of law and the organizational documents of UCBI (as successor to Reliant by operation of law) remained the Restated Articles of Incorporation, as amended, and the Amended and Restated Bylaws, as amended, of UCBI, consistent with the terms of the Merger Agreement. Copies of the Restated Articles of Incorporation, as amended, and the Amended and Restated Bylaws, as amended, of UCBI are filed as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits The following exhibit index lists the exhibits that are either filed