SUMMARY

 

This summary is a brief overview of the key aspects of the merger and the issuance of shares of NCC common stock and cash in the merger. This summary only identifies those aspects of the merger that we believe are most significant to you in your review of this proxy statement-prospectus. It is necessarily general and abbreviated, and it is not intended to be a complete explanation of all of the matters covered in this proxy statement-prospectus. To understand the merger and the issuance of cash and shares of NCC common stock in the merger, please see the more complete and detailed information in the sections that follow this summary, as well as the appendices included in this proxy statement-prospectus. For more information about NCC, see “Where You Can Find More Information” on page 105. We have included page references in this summary to direct you to other places in this proxy statement-prospectus where you can find a more complete description of the topics we have summarized. You are urged to read all of these documents in their entirety prior to returning your proxy or voting at the special meeting.

 

The Companies (See page 70)

 

National Commerce Corporation and National Bank of Commerce 

 

NCC, a Delaware corporation, is a financial holding company headquartered in Birmingham, Alabama. NCC engages in the business of banking through NBC, its wholly owned banking subsidiary.      

 

NBC provides a broad array of banking and other financial services to businesses, business owners, and professionals. In Alabama, NBC operates seven full-service banking offices, located in Birmingham, Huntsville, Auburn-Opelika, and Baldwin County. In Florida, NBC operates ten full-service banking offices under three trade names, including National Bank of Commerce (Vero Beach), “United Legacy Bank, a division of National Bank of Commerce” (Longwood, Winter Park, Orlando and Oviedo), and “Reunion Bank of Florida, a division of National Bank of Commerce” (Tavares, Ormond Beach, Port Orange and St. Augustine Beach). NBC also operates a loan production office in Atlanta, Georgia.  

 

NCC also engages in the business of factoring commercial receivables through NBC’s ownership of a 70% equity interest in CBI Holding Company, LLC (“CBI”). CBI owns Corporate Billing, LLC (“Corporate Billing”), a transaction-based finance company headquartered in Decatur, Alabama, that provides factoring, invoicing, collection, and accounts receivable management services to transportation companies and automotive parts and service providers throughout the United States and parts of Canada.  

 

In November 2015, NCC formed National Commerce Risk Management, Inc. (“NCRM”) as a wholly owned subsidiary. NCRM was created to insure NCC and its subsidiaries against certain risks arising from their operations and to pool resources with similar insurance company subsidiaries of other financial institutions in order to spread a limited amount of risk among themselves.  

 

As of June 30, 2016, NCC had total assets of $1.7 billion, total loans of $1.4 billion, total deposits of $1.5 billion and total stockholders’ equity of $226 million.

 

NCC’s common stock is traded on the Nasdaq Global Select Market under the symbol “NCOM.” NCC’s principal executive office is located at 813 Shades Creek Parkway, Suite 100, Birmingham, Alabama 35209, and its telephone number is (205) 313-8100. NCC does not maintain a standalone website, but additional information about NCC may be found on NBC’s website at www.nationalbankofcommerce.com. Information contained on the website is not part of this proxy statement-prospectus, and is not incorporated by reference herein.

 

Private Bancshares, Inc. and Private Bank of Buckhead

 

PBI, a Georgia corporation, is a bank holding company headquartered in Atlanta, Georgia. Through its bank subsidiary, Private Bank, a Georgia state-chartered bank, PBI offers a relationship-driven community banking model to its customers designed to provide a personalized and tailored financial experience. PBI operates two full-service banking offices, with its headquarters in the Buckhead area of Atlanta, Georgia, and a branch office in Decatur, Georgia that operates under the trade name “Private Bank of Decatur, a division of Private Bank of Buckhead.” In addition, Private Bank’s PrivatePlus Mortgage division, based in Atlanta, offers a number of mortgage-related products and services and originates mortgages in all 50 states and the District of Columbia.

 

As of June 30, 2016, PBI had total assets of $291 million, total loans of $267 million, total deposits of $253 million and total shareholders’ equity of $26 million.

 

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PBI’s principal executive office is located at Three Piedmont Center, 3565 Piedmont Road, Suite 210, Atlanta, Georgia 30305, and its telephone number is (404) 264-7979. PBI does not maintain a standalone website, but additional information about PBI may be found on Private Bank’s website at www.privatebankofbuckhead.com. Information contained on the website is not part of this proxy statement-prospectus, and is not incorporated by reference herein.

 

The Merger Agreement (See page 50)

 

Under the terms of the merger agreement, PBI will merge with and into NCC, with NCC as the surviving corporation. At the time of the merger of PBI with and into NCC, Private Bank will merge with and into NBC, with NBC as the surviving bank. Both NCC and NBC will continue their existence under Delaware law and the laws of the United States, respectively, while PBI and Private Bank will cease to exist as separate corporations; however, subject to applicable laws and non-objection from applicable regulatory authorities, NCC and PBI intend for the former banking offices and mortgage division of Private Bank to continue to operate and conduct business under the trade names “Private Bank of Buckhead, a division of National Bank of Commerce,” “Private Bank of Decatur, a division of National Bank of Commerce,” and “PrivatePlus Mortgage, a division of National Bank of Commerce,” as appropriate, for a period of at least two years. The merger agreement is attached to this proxy statement-prospectus as Appendix A and is incorporated into this proxy statement-prospectus by reference. You are encouraged to read the entire merger agreement carefully, as it is the legal document that governs the proposed merger.

 

What You Will Receive in the Merger (See page 50)

 

If the merger is completed, shareholders of PBI will have the opportunity to elect to receive, for each of their shares of PBI common stock, either (i) 0.85417 shares of NCC common stock, which is referred to herein as the “exchange ratio,” or (ii) $20.50 in cash, without interest. However, the merger agreement provides that the total amount of cash payable in the merger will be equal as nearly as practicable to, but will not exceed, $8,320,766, subject to NCC’s option to increase the amount of cash to a maximum of $11,094,354 if the number of shares of PBI common stock with respect to which cash elections are made exhausts the initial amount of cash reserved for payment of such shares. Accordingly, elections by shareholders of PBI to receive a particular form of consideration, whether cash or shares of NCC common stock, will be prorated as necessary to cause the aggregate mix of consideration issuable to shareholders of PBI in the merger to comply with the foregoing allocation. Any shares of PBI common stock for which no valid election has been made will be converted into the right to receive shares of NCC common stock; provided, however, that such shares of PBI common stock may instead be converted into a right to receive cash if the aggregate number of shares of PBI common stock for which an election has been made to receive shares of NCC common stock exceeds the maximum number of shares issuable in accordance with the consideration allocation contemplated by the merger agreement. For more information, including an example applying the proration formula, see “The Merger Agreement – Proration Procedures” beginning on page 51.

 

While the amount of the cash consideration paid per share for which an election to receive cash is made will remain $20.50 per share, the market value of the stock consideration will fluctuate with the market price of NCC common stock.

 

No fractional shares of NCC common stock will be issued in the merger. Instead, NCC will make a cash payment (without interest) to each shareholder of PBI who would otherwise receive a fractional share of NCC common stock in an amount determined by multiplying the fraction of a share of NCC common stock otherwise issuable by the average closing price (rounded to two decimal places) for a share of NCC common stock as reported by the Nasdaq Global Select Market during the ten (10) consecutive business days ending on the fifth business day prior to the date of the closing of the merger. The amount of cash available for cash payments in lieu of fractional shares will not be affected by the cash limitation described above, nor will the amount of cash payable pursuant to cash elections be affected by cash payments in lieu of fractional shares.

 

Cash and Stock Elections (See page 50)

 

A form of election will be provided to shareholders of PBI at a later date, and shareholders of PBI should carefully review and follow the instructions that will be included with the election form. The deadline to make an election is 5:00 p.m. Eastern Time on the day prior to the special meeting (or [●], 2016). In the event that shareholders of PBI elect to receive, in the aggregate, a particular form of consideration in an amount that exceeds the predetermined allocation, all shareholders who elected to receive such form of consideration will have their elections prorated as necessary to cause the aggregate mix of consideration to equal, as nearly as practicable, the allocation set forth in the merger agreement. Accordingly, shareholders of PBI may receive a consideration mix that is different from the consideration that they elect to receive.

 

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What Holders of PBI Stock Options Will Receive (See page 53)

 

Under the terms of the merger agreement, upon completion of the merger, NCC will assume all outstanding PBI stock options according to their terms, including any acceleration in vesting that will occur as a consequence of the merger. Such options will be converted automatically into options to purchase NCC common stock, with the exercise price and number of shares issuable upon exercise of such options adjusted according to the exchange ratio.

 

What Holders of PBI Restricted Stock Units Will Receive (See page 54)

 

Under the terms of the merger agreement, all outstanding PBI restricted stock units will fully vest and convert into shares of PBI common stock immediately prior to the merger and will be treated the same as outstanding shares of PBI common stock for purposes of the merger consideration allocation. Each holder of a restricted stock unit will be entitled to elect to receive cash or shares of NCC common stock and will be subject to the proration procedures described in this proxy statement-prospectus.

 

What Holders of PBI Warrants Will Receive (See page 54)

 

Outstanding warrants to purchase shares of PBI common stock will be forfeited at the time of the merger unless previously exercised or terminated, except that warrants to purchase up to 30,000 shares of PBI common stock specifically identified in the merger agreement will automatically convert into shares of NCC common stock at a rate of 0.4375 NCC shares per share of PBI common stock subject to such warrants.

 

Your Expected Tax Treatment as a Result of the Merger (See page 46)

 

In general, shareholders of PBI who receive only NCC common stock for their shares of PBI common stock are not expected to recognize any gain or loss for U.S. federal income tax purposes as a result of the merger. Maynard, Cooper & Gale, P.C. has issued an opinion, which it will confirm as of the effective date of the merger, that the merger qualifies as a tax-free reorganization under Section 368(a) of the Internal Revenue Code and that shareholders of PBI will not recognize gain or loss in connection with the exchange of their shares (except with respect to any cash received). The opinion will not bind the Internal Revenue Service, which could take a different view. This tax treatment will not apply to any shareholder of PBI who receives cash consideration in the merger in exchange for PBI common stock, or who receives cash pursuant to the exercise of dissenters’ rights. Any shareholder of PBI who receives cash in the merger, whether as a result of the cash election, the receipt of cash in lieu of fractional shares, as a result of perfecting dissenters’ rights or otherwise, will recognize gain to the extent that the cash received exceeds the shareholder’s tax basis in his or her PBI common stock. See “Material United States Federal Income Tax Consequences of the Merger” beginning on page 46 for additional information.

 

In addition, to the extent that you receive shares of NCC common stock in the merger, you will be a stockholder of a traditional “C” corporation rather than of an “S” corporation, which means that the income and losses of the corporation in which you hold your shares will no longer automatically pass through to you on a pro rata basis.

 

Determining the actual tax consequences of the merger to you as an individual taxpayer can be complicated. The tax treatment will depend on your specific situation and many variables not within NCC’s or PBI’s control. For these reasons, you are urged to consult with your tax advisor concerning the federal and any applicable state, local or other tax consequences of the merger to you.

 

Dissenters’ Rights (See page 68)

 

If the merger is completed, shareholders of PBI who do not vote in favor of the merger and who comply with all of the requirements and procedures required by Georgia law and described in this proxy statement-prospectus will be entitled to exercise dissenters’ rights and receive the “fair value” of their shares in cash. If you exercise and perfect your dissenters’ rights, you will not receive any merger consideration but will be entitled to receive the “fair value” of your shares of stock in cash as determined in accordance with Georgia law. Failure to adhere strictly to the requirements and procedures of the dissenters’ rights provisions under Georgia law may result in the loss, termination or waiver of a shareholder’s dissenters’ rights. The “fair value” of your shares may be more or less than the consideration to be paid in the merger. Pursuant to the merger agreement, if holders of more than 7.5% of the outstanding shares of PBI exercise dissenters’ rights, the NCC board of directors may terminate the merger agreement and abandon the merger.

 

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A shareholder of PBI who wishes to exercise dissenters’ rights with respect to the merger must (i) deliver to PBI, before the vote is taken at the special meeting, written notice of the shareholder’s intent to demand payment if the merger is consummated, (ii) not vote, or cause or permit to be voted, his or her shares of PBI common stock in favor of the merger proposal and (iii) otherwise comply with the applicable procedural requirements of Georgia law. Failure to vote will not constitute a waiver of a shareholder’s dissenters’ rights under Georgia law; however, if you sign and send in your proxy card and do not indicate how you want to vote on the merger proposal, your proxy will be voted FOR the merger proposal, and you will effectively waive your dissenters’ rights. Therefore, a shareholder who submits a proxy and who also wishes to exercise dissenters’ rights must submit a proxy containing instructions to vote against the merger proposal or abstain from voting on the merger proposal. Appendix B includes the relevant provisions of Georgia law regarding these rights. See “Dissenters’ Rights” beginning on page 68 for additional information on how to assert dissenter’s rights. In view of the complexity of the procedures specified under Georgia law, shareholders who wish to pursue dissenters’ rights should promptly consult their legal, financial and tax advisors.

 

What NCC Stockholders Will Receive (See page 53)

 

NCC stockholders will not receive any consideration in the merger. After the merger, NCC stockholders will continue to own the same number of NCC shares owned before the merger.

 

Comparative Stock Prices (See page 26 for NCC and page 27 for PBI)

 

NCC

 

NCC common stock is traded on the Nasdaq Global Select Market under the symbol “NCOM.” The closing price of NCC common stock on [●], 2016, the last practicable date before the mailing of this proxy statement-prospectus, was $[●]. The value of the shares of NCC common stock to be issued in the merger will fluctuate between now and the closing of the merger.

 

PBI

 

PBI common stock does not currently trade on any securities exchange or interdealer quotation system. The last known sale price for a share of PBI common stock prior to the mailing of this proxy statement-prospectus was $[●] on [●], 2016.

 

NCC Dividends (See page 67)

 

NCC’s board of directors has not declared a dividend since its inception and does not expect to do so in 2016. Future determinations regarding dividend policy will be made at the discretion of NCC’s board of directors based on factors that it deems relevant at that time.

 

NCC’s Reasons for the Merger

 

NCC’s board of directors considered a number of financial and nonfinancial factors in making its decision to merge with PBI, including its respect for the ability and integrity of the PBI board of directors, management and staff. The board of directors of NCC believes that expanding NCC’s operations in the market areas where PBI operates will provide financial and strategic benefits to NCC and PBI as a combined company.

 

PBI’s Reasons for the Merger (See page 33)

 

PBI’s board of directors considered a number of factors, both financial and non-financial in nature, as part of its consideration of the proposed merger with NCC. The board of directors of PBI believes that the proposed acquisition of PBI by NCC will provide significant value to the shareholders of PBI and will benefit the customers and communities served by PBI.

 

See “Proposal No. 1 – The Merger; Reasons for the Merger” beginning on page 33 for additional information.

 

Opinion of PBI’s Financial Advisor (See page 34)

 

In deciding to approve the merger, PBI’s board of directors considered the opinion of its financial advisor, BSP Securities, LLC, a subsidiary of Banks Street Partners, LLC (“BSP”). BSP, an investment banking and financial advisory firm, has delivered an opinion to the PBI board of directors that the consideration to be received by shareholders of PBI is fair, from a financial point of view, to the shareholders of PBI. The opinion is based on and subject to the procedures, matters and limitations described in the opinion and other matters that BSP considered relevant. The fairness opinion is attached to this proxy statement-prospectus as Appendix C. All shareholders of PBI are urged to read the entire opinion, which describes the procedures followed, matters considered and limitations on the review undertaken by BSP in providing its opinion. See “Proposal No. 1 – The Merger; Opinion of PBI’s Financial Advisor” beginning on page 34 for additional information.

 

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The PBI Board of Directors Recommends Shareholder Approval of the Merger Proposal (See page 42)

 

The PBI board of directors has unanimously approved the merger agreement and believes that the merger is in the best interests of the shareholders of PBI. The board unanimously recommends that you vote FOR approval of the merger proposal.

 

Information About the Special Meeting of Shareholders (See page 28)

 

A special meeting of the shareholders of PBI will be held on [●], 2016, at [●] a.m., local time. The special meeting will be held at [●], located at [●]. At the special meeting, the shareholders of PBI will vote on the merger proposal and the other proposals described herein. If the shareholders approve the merger agreement and the conditions to completing the merger are satisfied, the parties expect to complete the merger as soon as practicable after the special meeting. See “The PBI Special Meeting” beginning on page 28 for additional information.

 

Quorum and Vote Required at the Special Meeting (See page 28)

 

Shareholders who own PBI common stock at the close of business on [●], 2016, the record date, will be entitled to vote at the special meeting. A majority of the issued and outstanding shares of PBI common stock as of the record date for the special meeting must be present in person or by proxy at the special meeting in order for a quorum to be present. If a quorum is not present at the special meeting, the meeting will be adjourned, and no vote will be taken until and unless a quorum is present. Approval of the merger proposal requires the affirmative vote of holders of a majority of the shares of PBI common stock issued and outstanding on the record date. Approval of the termination proposal requires the affirmative vote of holders of at least two-thirds of the shares of PBI common stock issued and outstanding on the record date. Approval of the adjournment proposal requires the affirmative vote of a majority of the shares represented at the special meeting and entitled to vote on the matter. See “The PBI Special Meeting – Record Date; Quorum and Voting Requirement” beginning on page 28 for additional information.

 

Termination of the Shareholders Agreement (See page 43)

 

PBI shareholders are also being asked to vote at the special meeting in favor of a proposal to terminate the shareholders agreement, to take effect immediately prior to the effective time of the merger. We urge you to read the shareholders agreement, which is attached as Appendix D and incorporated by reference into this document, carefully and in its entirety. The affirmative vote of PBI shareholders representing at least two-thirds of the shares of PBI common stock (or 1,372,352 shares) is required to approve the termination proposal. In addition, the termination of the shareholders agreement requires a written termination to be executed by the holders of at least two-thirds of the outstanding shares of PBI common stock. A shareholder’s execution of a proxy voting in favor (or deemed to vote in favor) of the termination proposal will constitute the appointment an attorney-in-fact to execute the written termination on behalf of the shareholder. See “Proposal No. 2 – Termination of the Shareholders Agreement” beginning on page 43 for additional information.

 

Share Ownership of Management (See page 73 for PBI)

 

PBI

 

As of the record date for the special meeting, directors and executive officers of PBI had or shared voting or dispositive power over approximately 37.9% of the issued and outstanding PBI common stock. PBI’s directors and certain executive officers have entered into written agreements with NCC providing that they will vote the shares over which they have voting power, subject to their fiduciary duties, in favor of the merger proposal.

 

The directors and executive officers of NCC do not have or share voting or dispositive power over any of the issued and outstanding shares of PBI common stock.

 

NCC

 

As of the date of this proxy statement-prospectus, directors and executive officers of NCC have or share voting or dispositive power over approximately 22.5% of the issued and outstanding shares of NCC common stock.

 

The directors and executive officers of PBI do not currently have or share voting or dispositive power over any of the issued and outstanding shares of NCC common stock.

 

Structure of the Merger (See page 30)

 

As a result of the merger and the bank merger, PBI and Private Bank will cease to exist as separate corporations. Subsequent to the merger and the bank merger, and subject to applicable laws and non-objection from applicable regulatory authorities, NCC and PBI intend for the former banking offices and mortgage division of Private Bank to continue to operate and conduct business under the trade names “Private Bank of Buckhead, a division of National Bank of Commerce,” “Private Bank of Decatur, a division of National Bank of Commerce,” and “PrivatePlus Mortgage, a division of National Bank of Commerce,” as appropriate, for a period of at least two years.

 

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Regulatory Approvals (See page 45)

 

In general, the merger of a bank holding company into another bank holding company requires the approval of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”). Under the Federal Reserve Board’s Regulation Y, certain transactions are eligible for a waiver from the general application and approval requirements. NCC filed a waiver request with the Federal Reserve Board on September 27, 2016, which was granted on October 7, 2016. In addition, the proposed bank merger cannot be completed unless it is approved by the Office of the Comptroller of the Currency (the “OCC”), and NCC’s acquisition of control of Private Bank through the merger of PBI into NCC must also be approved by the Georgia Department of Banking and Finance (the “GDBF”). The GDBF will review the acquisition to determine, among other things, whether the public convenience and advantage will be served by the transaction. Although the parties do not know of any reason why the necessary regulatory approvals could not be obtained in a timely manner, there can be no certainty as to whether or when such approvals will be obtained, or what, if any, conditions may be imposed in connection with such approvals.

 

Conditions to Completing the Merger (See page 56)

 

The merger will only be completed if certain conditions are met, including the following:  

 

•

approval by shareholders of PBI of the merger proposal and termination proposal by the required vote;

 

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approval of the merger and the transactions contemplated thereby by applicable regulatory authorities;

 

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receipt of all third-party consents (other than the regulatory consents described above) necessary to consummate the merger, other than those that would not have a material adverse effect on the party required to obtain the consent if not obtained;

 

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receipt by PBI and NCC of an opinion from Maynard, Cooper & Gale, P.C. that the merger qualifies as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code;

 

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the authorization for listing on the Nasdaq Global Select Market of the shares of NCC common stock to be issued in the merger;

 

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immediately prior to the merger, PBI will have a minimum adjusted shareholders’ equity of not less than $31,000,000;

 

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the repayment by PBI of all outstanding indebtedness and the release of all liens on its property;

 

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subject to the materiality standards set forth in the merger agreement, the accuracy of the representations and warranties of PBI and NCC;

 

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the absence of a stop order suspending the effectiveness of NCC’s registration statement under the Securities Act and any action, suit, proceeding or investigation for that purpose with respect to the shares of NCC common stock to be issued to shareholders of PBI; and

 

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the absence of an order, decree or injunction enjoining or prohibiting completion of the merger, or the initiation of or known threat of any action or proceeding seeking to restrain consummation of the merger, that renders such transactions impossible or inadvisable in the opinion of either party.

 

If these and certain other conditions specific to the respective parties are satisfied, NCC and PBI contemplate that they will complete the merger on or before December 31, 2016. See “The Merger Agreement – Conditions to the Merger” beginning on page 56 for additional information.

 

Termination and Termination Fee (See page 63)

 

The merger agreement may be terminated, either before or after shareholder approval, under certain circumstances described in detail elsewhere in this proxy statement-prospectus. If NCC terminates the merger agreement because PBI’s board withdraws or changes its recommendation of the merger agreement, cancels the meeting at which the shareholders of PBI will vote on the merger agreement, allows the acquisition by any person of a majority of PBI’s outstanding common stock or recommends, approves or announces a transaction for the sale to or merger with an entity other than NCC, or if PBI terminates the merger agreement because it has received an offer for such an acquisition transaction, then PBI (or its successor) must pay NCC a termination fee of $1,750,000.

 

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PBI’s board of directors may terminate the merger agreement if the average closing price of NCC common stock over the ten-day period ending on the fifth business day prior to the effective time of the merger is less than $19.20 and if NCC’s common stock underperforms the Nasdaq Bank Index by more than a specified threshold, unless NCC elects to make a compensating cash payment with respect to the shares of PBI common stock to be converted into shares of NCC common stock.

 

NCC’s board of directors may terminate the merger agreement and abandon the merger if holders of more than 7.5% of the outstanding shares of PBI common stock exercise dissenters’ rights.

 

Some of PBI’s Directors and Executive Officers Have Interests in the Merger that Differ from the Interests of PBI’s Shareholders Generally (See page 64)

 

Some of the executive officers and directors of PBI have interests in the merger that are different from, or in addition to, those of the shareholders of PBI generally. These interests and arrangements may create potential conflicts of interest. PBI’s board of directors was aware of these interests and considered these interests, among other matters, when making its decision to approve the merger agreement, and in recommending that PBI’s shareholders vote in favor of the merger proposal. These interests include the following:   

 

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Pursuant to the merger agreement, PBI’s executives, along with all full-time employees of PBI, will be eligible to participate in any benefit plans and arrangements that are made available to all NCC and NBC full-time employees, which include health and dental insurance, vision insurance, life insurance and short and long-term disability insurance.

 

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Under the terms of the merger agreement, NCC has agreed to maintain director and officer liability insurance for the benefit of PBI’s officers and directors and to indemnify PBI’s officers and directors against certain liabilities.

 

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The merger agreement provides that one representative of PBI will join the board of directors of NCC following the merger. The parties have selected Joel S. Arogeti, a current member of the PBI board of directors, to serve as a director of NCC subject to the consummation of the merger.

 

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Under the terms of the merger agreement, NCC will assume all outstanding PBI stock options according to their terms, including any acceleration in vesting that will occur as a consequence of the merger. Such options will be converted automatically into options to purchase NCC common stock, with the exercise price and number of shares issuable upon exercise of such options adjusted according to the exchange ratio. All outstanding PBI restricted stock units will fully vest and convert into shares of PBI common stock immediately prior to the merger and will be treated the same as outstanding shares of PBI common stock for purposes of the merger consideration allocation. Outstanding PBI warrants to purchase shares of PBI common stock will be forfeited at the time of the merger unless previously exercised or terminated, except that warrants to purchase up to 30,000 shares of PBI common stock specifically identified in the merger agreement will automatically convert into shares of NCC common stock at a rate of 0.4375 NCC shares per share of PBI common stock subject to such warrants. Certain executive officers of PBI hold options and restricted stock units, and certain directors of PBI hold PBI warrants, as described in “Security Ownership of Certain Beneficial Owners and Management of PBI” on page 73.

 

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PBI and Private Bank intend to pay bonus and incentive compensation payments to officers and employees pursuant to the terms of certain incentive plans. PBI and Private Bank will pay prorated bonuses or incentive compensation prior to the merger for any partial years covered by such plans and, to the extent that such plans call for the grant of restricted stock units, PBI or Private Bank will pay such compensation in cash.

 

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As of the date of this proxy statement-prospectus, certain of the executive officers of PBI have accepted offers of employment and signed employment agreements with NBC that are effective upon completion of the merger. Following the merger, L. Brent Adams, II will be employed as Executive Vice President, Charles B. Crawford, Jr. will be employed as Market President for the Atlanta Region, Michael Keller will be employed as Executive Vice President, and Daniel R. Smith will be employed as Executive Vice President.

 

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Terence B. Freeman, Chief Financial Officer and Chief Operating Officer of Private Bank, is party to a Change in Control Agreement with Private Bank pursuant to which, following the merger, Mr. Freeman will be entitled to specified severance payments following a qualifying termination of employment by NBC within the 12-month period following the completion of the merger.

 

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For a more complete description of these interests, see “The Merger Agreement – Interests of Certain Persons in the Merger” beginning on page 64.

 

Employee Benefits of PBI Employees after the Merger (See page 62)

 

NCC has agreed to offer to all current employees of PBI and Private Bank who become NCC or NBC employees as a result of the merger substantially similar employee benefits to those that NCC and NBC offer to employees in similar positions.

 

Differences in Rights of Shareholders of PBI after the Merger (See page 92)

 

Shareholders of PBI who receive NCC common stock in the merger will become NCC stockholders as a result of the merger. Their rights as stockholders of NCC after the merger will be governed by Delaware law and by NCC’s certificate of incorporation and bylaws. The rights of NCC stockholders are different in certain respects from the rights of shareholders of PBI. See “Comparison of Rights of NCC Stockholders and PBI Shareholders” beginning on page 92 for additional information.

 

Risk Factors (See page 18)

 

You should consider all of the information contained in or incorporated by reference into this proxy statement-prospectus in deciding how to vote for the proposals presented in the proxy statement-prospectus. In particular, you should consider the factors described under “Risk Factors” beginning on page 18.

 

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