SUMMARY

This summary highlights material information regarding the merger and the special shareholders’ meetings contained later in this joint proxy statement/prospectus. This summary does not contain all of the information that may be important to you and we urge you to carefully read this entire document carefully, including the exhibits and enclosures, to better understand the merger and its potential impact on you before deciding how to vote. Each item in this summary includes a page reference directing you to a more complete discussion of the item.

The Companies (page 126 for Commerce Union and page 192 for Reliant)

Commerce Union Bancshares, Inc.

701 South Main Street

Springfield, Tennessee 37172

(615) 384-3357

Attention: Ron DeBerry, President and Chief Executive Officer

Commerce Union is a Tennessee corporation registered as a bank holding company with the Federal Reserve Board. Commerce Union engages in a general banking business through its subsidiary, Commerce Union Bank, a Tennessee state bank, which began operations in August 2006. The executive offices of Commerce Union and Commerce Union Bank are located in Springfield, Tennessee. Commerce Union Bank operates three full-service banking offices in Springfield and Gallatin, Tennessee, in addition to a loan production office in Bellevue, Tennessee.

Reliant Bank

1736 Carothers Parkway, Suite 100

Brentwood, Tennessee 37027

(615) 221-2020

Attention: DeVan D. Ard, Jr., President and Chief Executive Officer

Reliant Bank is a Tennessee-chartered state bank, established in 2006. Reliant operates four full-service banking offices in Brentwood (two), Franklin, and Nashville, Tennessee. Additionally, Reliant operates seven mortgage loan production offices in Brentwood, Hendersonville, and Murfreesboro, Tennessee, and in Louisville, Kentucky, Reynoldsburg, Ohio, Schaumburg, Illinois, and Timonium, Maryland.

The Merger (page 54)

Under the terms of the merger agreement, Reliant will merge with and into Commerce Union Bank, with Commerce Union Bank being the surviving bank. Both Commerce Union and Commerce Union Bank will continue their existence under Tennessee law, while Reliant will cease to exist. The merger agreement is attached as  Appendix A  and is incorporated into this joint proxy statement/prospectus by reference. We encourage you to read the merger agreement carefully as it is the legal document that governs the merger.

What Reliant Shareholders Will Receive in the Merger (page 75)

If the merger is completed, each share of Reliant common stock will be converted into the right to receive 1.0213 shares of Commerce Union common stock, and each option to purchase a share of Reliant common stock will be converted into an option to purchase a share of Commerce Union common stock multiplied by 1.0213, and the exercise price will become the exercise price of such option divided by the 1.0213. Options to acquire Reliant common stock that are considered “qualified” options will be converted into qualified options of Commerce Union common stock and options to purchase Reliant stock that are not “qualified” will be converted into non-qualified options to acquire Commerce Union common stock.

 

Fractional Shares (page 75)

Commerce Union will not issue fractional shares of its common stock in connection with the merger. Instead, Commerce Union will pay to each former Reliant shareholder who would otherwise be entitled to receive a fractional share an amount in cash determined by multiplying the fractional share by either (i) the average of the daily high bid and low ask quotations for a share of Commerce Union common stock as reported on the OTCQB market place maintained for the consecutive 20 trading days ending on and including the tenth day prior to the closing date of the merger transaction, or (ii) if no bid or ask quotations are available, the price of the last reported trade before the closing date.

Regulatory Approvals (page 78)

Because the merger qualifies as a “waiver transaction” under the applicable rules and regulations of the Board of Governors of the Federal Reserve System (the “ Federal Reserve ”), we are not required to file a formal merger application with the Federal Reserve and must only make a notice filing with the Federal Reserve with respect to the merger. However, in order to consummate the merger of Reliant with and into Commerce Union Bank, we must obtain approval from the Federal Reserve and the Tennessee Department of Financial Institutions (“ TDFI ”).

As of the date of this joint proxy statement/prospectus, we have not received any of the required regulatory approvals.

Commerce Union’s Special Shareholders’ Meeting (page 46)

Commerce Union will hold its special shareholders’ meeting on [ — ] 2014, at [ — ].m., local time at Springfield Baptist Church, 400 North Main Street, Springfield, Tennessee 37172.

Commerce Union’s Record Date and Voting (page 46)

If you owned shares of Commerce Union common stock at the close of business on [ — ], the record date for the Commerce Union special shareholders’ meeting, you are entitled to vote on the proposals to approve the merger agreement, to approve the amended and restated stock option plan, and to authorize adjournment, as well as any other matters considered at the special shareholders’ meeting. On the record date, there were [ — ] shares of Commerce Union common stock outstanding. You will have one vote at the meeting for each share of Commerce Union common stock you owned on the record date. The affirmative vote of the holders of a majority of the outstanding shares of Commerce Union common stock is required to approve the merger agreement. The affirmative vote of a majority of shares of Commerce Union common stock present in person or by proxy and entitled to vote on the matter at the Commerce Union special shareholders’ meeting is required to approve the amended and restated stock option plan and the proposal to authorize adjournment. As of June 30, 2014, Commerce Union’s current directors and executive officers beneficially owned approximately 16.92% of the outstanding shares of Commerce Union’s common stock. Each of Commerce Union’s directors and executive officers has agreed, subject to several conditions, to vote his or her shares of Commerce Union common stock in favor of the merger agreement.

Reliant’s Special Shareholders’ Meeting (page 46)

Reliant will hold its special shareholders’ meeting on [ — ] 2014, at [ — ].m., local time at the Reliant main office at 1736 Carothers Parkway, Suite 100, Brentwood, Tennessee 37027.

 

Reliant’s Record Date and Voting (page 46)

If you owned shares of Reliant common stock at the close of business on [ — ], 2014, the record date for the Reliant special shareholders’ meeting, you are entitled to vote on the proposals to approve the merger agreement and to authorize adjournment, as well as any other matters considered at the special shareholders’ meeting. On the record date, there were [ — ] shares of Reliant common stock outstanding. You will have one vote at the meeting for each share of common stock you owned on the record date. The affirmative vote of a majority of Reliant’s outstanding shares of common stock is required to approve the merger agreement. The affirmative vote of a majority of shares of Reliant common stock present in person or by proxy and entitled to vote on the matter at the Reliant special shareholders’ meeting is required to approve the proposal to authorize adjournment. As of June 30, 2014, Reliant’s directors and executive officers and their affiliates beneficially owned approximately 21.15% of the outstanding shares of Reliant common stock. Each of Reliant’s directors and executive officers has agreed, subject to several conditions, to vote his or her shares of Reliant common stock in favor of the merger agreement.

Commerce Union’s Board of Directors Unanimously Recommends that Commerce Union Shareholders Vote “FOR” the Approval of the Merger Agreement (page 69)

Commerce Union’s board of directors has determined that the merger and the merger agreement are advisable and in the best interests of Commerce Union and its shareholders and has unanimously approved the merger agreement. Commerce Union’s board of directors unanimously recommends that Commerce Union shareholders vote “FOR” the approval of the merger agreement. For the factors considered by Commerce Union’s board of directors in reaching its decision to approve the merger agreement, see “ Proposal No. 1—The Merger—Commerce Union’s Reasons for the Merger; Recommendation of the Commerce Union Board of Directors .”

Reliant’s Board of Directors Recommends that Reliant Shareholders Vote “FOR” the Approval of the Merger Agreement (page 60)

Reliant’s board of directors has determined that the merger and the merger agreement are advisable and in the best interests of Reliant and its shareholders and has adopted the merger agreement. Reliant’s board of directors recommends that Reliant shareholders vote “FOR” the approval of the merger agreement. For the factors considered by Reliant’s board of directors in reaching its decision to adopt the merger agreement, see “ Proposal No. 1—The Merger—Reliant’s Reasons for the Merger; Recommendation of the Reliant Board of Directors .”

Interests of Directors and Officers of Reliant that Differ from Your Interests (page 85)

When considering whether to approve the merger agreement, you should be aware that some directors and officers of Reliant have interests in the merger that differ from the interests of other Reliant shareholders, including the following:

 

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Following the merger, Commerce Union will, subject to certain exceptions, generally indemnify and provide liability insurance to the current directors and officers of Reliant;

 

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Following the merger, Commerce Union’s board of directors will appoint five individuals currently serving as members of Reliant’s board of directors to serve on the Commerce Union board and seven individuals currently serving as members of Reliant’s board of directors to serve on the Commerce Union Bank board. Certain members of both boards will resign and the size of the Commerce Union Bank board will be adjusted as necessary to accommodate the resignations and appointments. The five members to be appointed to Commerce Union’s board of directors are expected to be Homayoun Aminmadani, DeVan D. Ard, Jr., Farzin Ferdowsi, Darrell Freeman, Sr., and James R. Kelley. The

 

seven members to be appointed to Commerce Union Bank’s board of directors are expected to be Messrs. Aminmadani, Ard, Ferdowsi, Freeman, and Kelley, as well as Robert Faber and Andrew G. Higgins. Each of these directors will serve as members of the Commerce Union and/or Commerce Union Bank board of directors, as applicable, until they are submitted for election by the sole shareholder of Commerce Union Bank or the shareholders of Commerce Union at their next annual meetings. For participation on the Commerce Union Bank board, these directors, other than Mr. Ard, will receive an annual retainer and fees for meeting attendance. Currently, Commerce Union Bank directors receive an annual retainer of $6,000 and fees equal to $150 for each board meeting attended and $300 for each committee meeting attended. Mr. Ferdowsi will serve as the chairman of the Commerce Union Bank board and will receive an additional annual retainer for serving in such position. Currently, the chairman of the Commerce Union Bank board receives an additional annual retainer of $1,500.

 

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Following the merger, Mr. Ard, who is currently a director, the president and the chief executive officer of Reliant, will serve as the president of Commerce Union and will replace Ron DeBerry as the president and chief executive officer of Commerce Union Bank. Additionally, Dan Dellinger, who is currently a director, an executive vice president and the chief operating officer of Reliant, will become the chief financial officer of Commerce Union and Commerce Union Bank, Gene Whittle, who is currently an executive vice president and the chief credit officer of Reliant, will become an executive vice president and the chief credit officer of Commerce Union Bank, and John R. Wilson, who is currently a director, an executive vice president and the chief loan officer of Reliant, will become an executive vice president and the chief loan officer of Commerce Union Bank. Each of Messrs. Ard, Dellinger, Whittle, and Wilson will enter into employment agreements with Commerce Union and/or Commerce Union Bank immediately following the merger in connection with such positions.

 

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Following the merger, Commerce Union and/or Commerce Union Bank will furnish to those employees of Reliant who become employees of Commerce Union and/or Commerce Union Bank, including any officers of Reliant who become officers or employees of Commerce Union and/or Commerce Union Bank, compensation and benefits that are no less favorable, in the aggregate, than the compensation and benefits provided to similarly situated employees of Commerce Union and/or Commerce Union Bank as of such time.

 

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Pursuant to the merger, each outstanding option to purchase shares of Reliant common stock, whether vested or unvested immediately prior to the effective time of the merger, will be automatically cancelled and converted into an option to purchase that number of shares of Commerce Union common stock equal to the number of shares of Reliant common stock issuable upon the exercise of the option immediately prior to the effective time of the merger multiplied by the exchange ratio, as further described herein. See “ Proposal No. 1—The Merger—Merger Consideration and Fractional Shares ” for a discussion of this treatment. Additionally, the merger agreement provides that both Commerce Union and Reliant will extend for an additional three years the terms of their respective non-qualified stock options. The non-qualified options to purchase Reliant stock are held by the members of the board of directors of Reliant.

The Reliant board of directors was aware of these interests and other consideration and considered them before approving and adopting the merger agreement.

 

Interests of Directors and Officers of Commerce Union that Differ from Your Interests (page 88)

When considering whether to approve the merger agreement, you should be aware that some directors and officers of Commerce Union have interests in the merger that differ from the interests of other Commerce Union shareholders, including the following:

 

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Following the merger, Scott Bagwell, Paula DeBerry, Ron DeBerry, and Rick Murray, all of whom are currently officers of Commerce Union Bank, will enter into new employment agreements with Commerce Union and/or Commerce Union Bank. See “ Proposal No.1—The Merger— Interests of Employees and Directors of Commerce Union the Merger ” for a discussion of these employment agreements.

 

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In connection with the merger, Jane Ellis Bellar, Gwendolous Verdella Martin, Nancy Jo Martin, William Robert McKinney, Jr., Leland Gray Scott, and Marvin Leroy Smith, III will resign from the board of directors of Commerce Union. Mmes. Bellar, G. Martin, and N. Martin and Mr. Scott will also resign from the board of directors of Commerce Union Bank. In connection with their resignations from the board of directors of both Commerce Union and Commerce Union Bank, each of Mmes. Bellar, G. Martin, and N. Martin and Mr. Scott will receive a severance payment in the amount of $10,000. See “ Proposal No.1—The Merger— Interests of Employees and Directors of Commerce Union the Merger ” for a discussion of the agreements pursuant to which these payments will be made.

 

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The merger agreement provides that both Commerce Union and Reliant will extend for an additional three years the terms of their respective non-qualified stock options. The non-qualified options to purchase Commerce Union stock are held by certain members of the board of directors of Commerce Union.

For a complete list of the executive officers and directors of Commerce Union and Commerce Union Bank, see “ Board of Directors and Management of Commerce Union after the Merger ” on page 83.

Listing of Commerce Union Common Stock (Page 103)

Commerce Union intends to apply to list its shares of common stock on The NASDAQ Stock Market LLC; however, Commerce Union’s common stock may not become listed on NASDAQ or any other exchange. See , “ Trading Market for Our Common Stock; NASDAQ Application .”

Federal Income Tax Consequences (page 79)

If the merger qualifies as a reorganization under Section 368(a) of the Internal Revenue Code, Reliant shareholders generally will not recognize any gain or loss on the exchange of their shares of Reliant common stock for shares of Commerce Union common stock. Shareholders of Commerce Union common stock should have no direct income tax consequences as a result of the merger. Tax matters are complicated and the tax consequences of the merger may vary among Reliant shareholders, so we urge each Reliant shareholder to contact his or her own tax advisor to fully understand the tax implications of the merger.

Comparative Rights of Shareholders (page 108)

The rights of Reliant’s shareholders are currently governed by Tennessee corporate law and Reliant’s charter and bylaws. The rights of Commerce Union’s shareholders are currently governed by Tennessee corporate law and Commerce Union’s charter and bylaws. Upon consummation of the merger, the shareholders of Reliant will become shareholders of Commerce Union, and Tennessee law, as well as the charter and bylaws of Commerce Union, will govern their rights. Commerce Union’s charter and bylaws differ somewhat from those of Reliant with respect to the process for removing directors, nominating director candidates, calling special meetings of shareholders, and amending the charter and bylaws. The different shareholder rights are explained more fully in “ Comparative Rights of Shareholders ” on page 108.

 

Termination of the Merger Agreement and Termination Fee (page 90)

Commerce Union and Reliant have each agreed to pay the other a termination fee of $1,250,000 if the transaction is terminated because the respective party decides to pursue another acquisition transaction, among other things. These provisions might discourage a potential competing acquirer that might have an interest in acquiring all or a significant part of either Reliant or Commerce Union from considering or proposing that acquisition, even if it were prepared to pay consideration with a higher per share price than that proposed in the merger, or might result in a potential competing acquirer proposing to pay a lower price than it might otherwise have proposed to pay.

Accounting Treatment (page 101)

For accounting purposes, Reliant is considered to be acquiring Commerce Union in this transaction. As a result, the historical financial statements of the combined company will be the historical financial statements of Reliant following the completion of the merger. The merger will be effected by the issuance of shares of Commerce Union stock to Reliant shareholders. The assets and liabilities of Commerce Union as of the effective date of the merger will be recorded at their respective estimated fair values and added to those of Reliant. Any excess of purchase price over the net estimated fair values of the acquired assets and liabilities of Commerce Union will be allocated to all identifiable intangible assets. Any remaining excess will then be allocated to goodwill, the goodwill resulting from the merger will not be amortized to expense but instead will be reviewed for impairment at least annually. To the extent goodwill is impaired, its carrying value would be written down to its implied fair value, and a charge would be made to earnings. Customer related intangibles and other intangibles with definite useful lives will be amortized to expense over their estimated useful lives.

In periods following the completion of the merger, the comparative historical financial statements of Commerce Union will be those of Reliant prior to the merger. These financial statements will reflect the results attributable to the acquired operations of Commerce Union, as the acquired company for accounting purposes, beginning on the date the merger is completed. The unaudited pro forma financial information contained in this document has been prepared using the acquisition method of accounting. See “ Unaudited Pro Forma Combined Condensed Financial Information ” beginning on page 16 of this document.

Dividends (page 102)

The ability of Commerce Union to pay dividends is highly dependent on Commerce Union Bank’s ability to pay dividends. The likelihood of Commerce Union declaring dividends to its shareholders is contingent on the anticipated growth and capital preservation strategy to maintain a strong capital level for both Commerce Union and Commerce Union Bank. As a result, Commerce Union cannot project or guarantee when dividends will be declared in the future.

Resale of Commerce Union Common Stock (page 77)

The shares of Commerce Union common stock to be issued to the shareholders of Reliant in connection with the merger will be freely tradable by such shareholders, except that if any Reliant shareholders are deemed to be affiliates of Commerce Union, they must abide by certain transfer restrictions under the Securities Act of 1933, as amended (the “ Securities Act ”).

Dissenters’ Rights (page 78)

Under Tennessee law, Reliant shareholders will be entitled to dissent from the merger and to obtain payment in cash for the fair value of his or her shares of Reliant common stock. Set forth below is a summary of the procedures that must be followed by the Reliant shareholders in order to exercise dissenters’ rights. This

 

summary is qualified in its entirety by reference to the text of the applicable Tennessee statutes, a copy of which are attached to this joint proxy statement/prospectus as Appendix B .

A Reliant record holder who wishes to assert dissenters’ rights (i) must deliver to Reliant, before the vote on the merger agreement is taken, written notice of his or her intent to demand payment for his or her shares if the merger is effectuated and (ii) must not vote his or her shares in favor of the merger agreement. If the merger is approved at the Reliant special shareholders’ meeting, Reliant will deliver, no later than 10 days after the date that the merger is completed, a written dissenters’ notice to all Reliant shareholders who satisfied the two requirements set forth above. The written dissenters’ notice will state where the payment demand must be sent and where and when stock certificates must be deposited and will set a date by which Reliant must receive the payment demand, which date will not be less than one nor more than two months after the written dissenters’ notice is delivered. A dissenting shareholder who does not demand payment or deposit his or her share certificate as required by the dissenters’ notice will not be entitled to payment for his or her shares, and such shareholder’s shares of Reliant stock will be converted into the right to receive the merger consideration in connection with the merger.

Within 10 days of the later of the date of the merger or receipt of a payment demand, Reliant will, by written notice, offer to pay to each dissenting shareholder who properly demanded payment the amount Reliant estimates to be the fair value of his or her shares, plus accrued interest. If the shareholder believes that the amount offered is less than the fair value of his or her shares or that the interest is incorrectly calculated, the shareholder may notify Reliant in writing of his or her own estimate of the fair value of his or her shares and the amount of interest due and demand payment of his or her estimate. If a demand for payment remains unsettled, Reliant will commence a court proceeding to determine the fair value of the shares and the accrued interest.

Exercise of dissenters’ rights by Reliant shareholders will result in the recognition of gain or loss, as the case may be, for federal income tax purposes.