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 ” beginning on page 106 . 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 74 for NCC and NBC and page 75 for Landmark and First Landmark Bank)

 

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 financial services to businesses, business owners, and professionals. NBC operates seven full-service banking offices in Alabama, located in Birmingham, Huntsville, Auburn-Opelika, and Baldwin County, 21 full‐service banking offices in Florida (including under the trade names United Legacy Bank, Reunion Bank of Florida, Patriot Bank and FirstAtlantic Bank) and two full‐service banking offices in the Atlanta, Georgia metro area (including under the trade names Private Bank of Buckhead, Private Bank of Decatur and PrivatePlus Mortgage).

 

NCC 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 January 2018, NCC completed its acquisition of FirstAtlantic Financial Holdings, Inc. (“FirstAtlantic”) and its subsidiary, FirstAtlantic Bank, headquartered in Jacksonville, Florida. As a result of the FirstAtlantic transaction, NCC acquired eight full-service banking offices in the Jacksonville, Florida metro area. On March 20, 2018, NCC entered into a definitive agreement to acquire Premier Community Bank of Florida, a Florida state-chartered bank (“Premier”), headquartered in Bradenton, Florida (the “Premier merger”). The Premier merger remains subject to customary closing conditions, including the receipt of shareholder approval. Assuming the issuance of the maximum possible number of shares in the Premier merger, NCC could issue up to 1,124,975 shares of NCC common stock and pay approximately $2.26 million in cash to holders of Premier common stock and options.

 

As of March 31, 2018, NCC had total assets of approximately $3.1 billion, total net loans of approximately $2.5 billion, total deposits of approximately $2.6 billion and total shareholders’ equity of approximately $505.7 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.

 

Landmark Bancshares, Inc. and First Landmark Bank

 

Landmark, a Georgia corporation, is a bank holding company headquartered in Marietta, Georgia. Landmark engages in the business of banking through First Landmark Bank, its wholly owned banking subsidiary. Through First Landmark Bank, a Georgia state-chartered bank, Landmark offers a relationship-driven community banking model to its customers designed to provide a personalized and tailored financial experience.

 

Landmark operates three full-service banking offices, with its headquarters in Marietta, approximately 20 miles northwest of the city of Atlanta, Georgia, and branch offices in the midtown area of Atlanta and in Sandy Springs, Georgia. In addition, First Landmark Bank has a mortgage loan office in Rome, Georgia, a loan production office in Alpharetta, Georgia, and SBA loan offices in Charlotte, North Carolina and Birmingham, Alabama. Landmark also maintains an operations center in Brookhaven, Georgia. Landmark and First Landmark Bank have no other subsidiaries.

 

 

As of March 31, 2018, Landmark had total assets of approximately $572 million, total loans of approximately $470 million, total deposits of approximately $456 million and total shareholders’ equity of approximately $58 million.

 

Landmark’s principal executive office is located at 307 North Marietta Parkway NE, Marietta, Cobb County, Georgia 30060, and its telephone number is (770) 792-8870. Landmark does not maintain a standalone website, but additional information about Landmark may be found on First Landmark Bank’s website at www.firstlandmark.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 54)

 

Under the terms of the merger agreement, Landmark will merge with and into NCC, with NCC as the surviving corporation. At the time of the merger of Landmark with and into NCC, First Landmark 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 Landmark and First Landmark Bank will cease to exist as separate corporations; however, subject to applicable laws and non-objection from applicable regulatory authorities, NCC and Landmark intend for the former main office and branches of First Landmark Bank to continue to operate and conduct business as branches of NBC under the trade name “First Landmark Bank, 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 54)

 

If the merger is completed, shareholders of Landmark will receive, for each share of Landmark common stock, (i) 0.5961 shares of NCC common stock, which is referred to herein as the “exchange ratio,” and (ii) $1.33 in cash, without interest. Based on the total number of shares of Landmark common stock outstanding and reserved for issuance under outstanding options as of April 24, 2018, the date of the merger agreement, NCC could issue a maximum of 2,528,367 shares of its common stock in connection with the merger and pay approximately $5.2 million in cash to Landmark shareholders in the aggregate. Based on the closing price for a share of NCC common stock as of [●], 2018, the most recent practicable trading day before the date of this proxy statement-prospectus, the aggregate value of the consideration to be received by Landmark shareholders would be approximately $[●] million. Under these circumstances, following the merger, current Landmark shareholders would own approximately 12.8% of the issued and outstanding common stock of NCC, and approximately 12.1% of the issued and outstanding common stock of NCC if the Premier merger is completed (assuming the issuance of the maximum possible number of shares of NCC common stock in the Premier merger).

 

While the amount of the cash consideration paid per share will remain $1.33 per share (subject to potential adjustment as provided for in the merger agreement and as described below), the market value of the stock consideration will fluctuate with the market price of NCC common stock.

 

As described in more detail elsewhere in this proxy statement-prospectus, under the terms of the merger agreement, if the average closing price of NCC common stock over a designated period of time prior to the closing of the merger decreases below certain specified thresholds and other specified conditions are met, the Landmark board of directors would have a right to terminate the merger agreement, unless NCC elects to make a compensating cash payment to Landmark shareholders. For more information regarding these termination rights and the adjustment that may result to the merger consideration, see “The Merger Agreement; Termination of the Merger Agreement; Termination Fee” beginning on page 66.

 

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 Landmark 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.     

 

What Holders of Landmark Stock Options Will Receive (See page 55)

 

At the effective time of the merger, each outstanding and unexercised option to purchase shares of Landmark common stock will be converted automatically into an option to purchase NCC common stock, at a conversion ratio equal to 0.6275 shares of NCC common stock for each share of Landmark common stock subject to such option. The exercise price for each such option will equal the quotient obtained by dividing the per share exercise price for each Landmark option in effect prior to the merger by the option conversion ratio of 0.6275. The option conversion ratio generally reflects the economic value that would have been received by the holder of such option if the option had been exercised prior to the merger. As of April 24, 2018, the date of the merger agreement, there were 323,635 options to purchase Landmark common stock outstanding, which would convert into 203,080 options to purchase NCC common stock.

 

 

Your Expected Tax Treatment as a Result of the Merger (See page 51)

 

The obligation of NCC and Landmark to complete the merger is conditioned upon the receipt of an opinion from Maynard, Cooper & Gale, P.C. that for U.S. federal income tax purposes the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code. Assuming the merger is consummated in accordance with the provisions of the merger agreement and as described herein, without waiver of any conditions to the merger described in the merger agreement or herein, and further assuming the accuracy as of the effective time of the merger of certain assumptions and representations as to factual matters by NCC and Landmark, the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code. Accordingly, a U.S. holder (as defined in “Material United States Federal Income Tax Consequences of the Merger” beginning on page 51) of Landmark common stock will generally recognize gain (but not loss) in an amount equal to the lesser of: (1) the amount of cash treated as received in exchange for Landmark common stock in the merger (excluding any cash received in lieu of fractional shares of NCC common stock) and (2) the excess, if any, of (a) the sum of the amount of cash treated as received in exchange for Landmark common stock in the merger (excluding any cash received in lieu of fractional shares of NCC common stock) plus the fair market value of NCC common stock (including the fair market value of any NCC fractional shares treated as received in the merger) over (b) such U.S. holder’s basis in the Landmark common stock exchanged.

 

The U.S. federal income tax consequences described above may not apply to all holders of Landmark common stock. Your tax consequences will depend on your individual situation. Accordingly, we strongly urge you to consult your own tax advisor to determine the particular tax consequences of the merger to you.   Under the merger agreement, receipt of the tax opinion may be waived by NCC and Landmark prior to the closing of the merger. However, if receipt of such opinion were waived, Landmark would resolicit its shareholders in the event that any change in the tax consequences were material, and would disclose the reasons for the waiver and the change in tax consequences. Such resolicitation would require an amendment to the registration statement on Form S-4, of which this proxy statement-prospectus is a part. See “Material United States Federal Income Tax Consequences of the Merger” beginning on page 51 for additional information.

 

Dissenters’ Rights (See page 72)

 

If the merger is completed, shareholders of Landmark 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 Landmark exercise dissenters’ rights, the NCC board of directors may terminate the merger agreement and abandon the merger.

 

A shareholder of Landmark who wishes to exercise dissenters’ rights with respect to the merger must (i) deliver to Landmark, 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 Landmark 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 72 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 55)

 

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 28 for NCC and page 29 for Landmark )

 

NCC

 

NCC common stock is traded on the Nasdaq Global Select Market under the symbol “NCOM.” The closing price of NCC common stock on [●], 2018, the most recent practicable date prior to the date 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.

 

Landmark  

 

Landmark common stock does not currently trade on any securities exchange or interdealer quotation system. The last known sale price for a share of Landmark common stock prior to the date of this proxy statement-prospectus and the April 24, 2018 announcement of the merger was $12.50. Such sale occurred on January 11, 2018.

 

NCC Dividends (See page 28)

 

NCC’s board of directors has not declared a dividend since its inception. 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 (See page 36)

 

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

 

Landmark’s Reasons for the Merger (See page 35)

 

Landmark’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 Landmark believes that the proposed acquisition of Landmark by NCC will provide significant value to the shareholders of Landmark and will benefit the customers and communities served by Landmark.

 

See “Proposal No. 1 – The Merger; Reasons for the Merger” beginning on page 35 for additional information.

 

Opinion of Landmark’s Financial Advisor (See page 37)

 

In deciding to approve the merger, Landmark’s board of directors considered, among other things, the opinion of its financial advisor, Sandler O’Neill & Partners, L.P. (“Sandler O’Neill”). Sandler O’Neill, an investment banking and financial advisory firm, has delivered an opinion to the Landmark board of directors to the effect that, as of April 23, 2018, the merger consideration to be received by the holders of Landmark common stock was fair, from a financial point of view, to the common shareholders of Landmark. The opinion was based on and is subject to the procedures followed, matters considered and the qualifications and limitations described in the opinion and other matters that Sandler O’Neill considered relevant. The fairness opinion is attached to this proxy statement-prospectus as Appendix C . All shareholders of Landmark are urged to read the entire opinion carefully, which describes the procedures followed, matters considered and qualifications and limitations on the review undertaken by Sandler O’Neill in providing its opinion. See “Proposal No. 1 – The Merger; Opinion of Landmark’s Financial Advisor” beginning on page 37 for additional information.

 

The Landmark Board of Directors Recommends Shareholder Approval of the Merger Proposal (See page 48)

 

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

 

 

Information About the Special Meeting of Shareholders (See page 30)

 

A special meeting of the shareholders of Landmark will be held on [●], 2018, at [●] a.m., local time. The special meeting will be held at [●], located at [●]. At the special meeting, the shareholders of Landmark 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 Landmark Special Meeting” beginning on page 30 for additional information.

 

Quorum and Vote Required at the Special Meeting (See page 30)

 

Shareholders who own Landmark common stock at the close of business on [●], 2018, the record date, will be entitled to vote at the special meeting. A majority of the issued and outstanding shares of Landmark 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 Landmark 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 Landmark Special Meeting – Record Date; Quorum and Vote Required” beginning on page 30 for additional information.

 

Share Ownership of Management (See page 77 for Landmark )

 

Landmark  

 

As of the record date for the special meeting, directors and executive officers of Landmark had or shared voting or dispositive power over approximately [●]% of the issued and outstanding Landmark common stock. Landmark’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. Approval of the merger proposal requires the affirmative vote of holders of at least a majority of the issued and outstanding common stock of Landmark.

 

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 Landmark 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 13.2% of the issued and outstanding shares of NCC common stock (or 14.0% after giving effect to vested options held by such individuals as of such date).

 

The directors and executive officers of Landmark 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 32)

 

As a result of the merger and the bank merger, Landmark and First Landmark 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 Landmark intend to operate the former banking offices of First Landmark Bank as branch offices of NBC under the trade name “First Landmark Bank, a division of National Bank of Commerce” for a period of at least two years.

 

Regulatory Approvals  (See page 50)

 

The merger of Landmark with and into NCC will require the approval of the Board of Governors of the Federal Reserve System (the “Federal Reserve”), and the merger of First Landmark Bank with and into NBC will require the approval of the Office of the Comptroller of the Currency (the “OCC”). In addition, NCC’s acquisition of control of First Landmark Bank through the merger of Landmark with and into NCC must be approved by the Georgia Department of Banking and Finance (the “GDBF”). These regulators will consider, among other factors, the competitive impact of the bank merger, the financial and managerial resources of the parties and the convenience and needs of the communities to be served. As of the date of this proxy statement-prospectus, the parties have applied for and are awaiting the required respective approvals of the proposed transactions. There can be no assurance as to whether such approvals will be received, the timing of such approvals, whether any conditions will be imposed in connection with such approvals, or whether such approvals will be later modified, suspended or revoked.

 

 

Conditions to Completing the Merger (See page 58)

 

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

 

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approval by shareholders of Landmark of the merger 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 Landmark 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, or the making of arrangements to notify such exchange of the issuance of, the shares of NCC common stock to be issued in the merger;

 

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the sale by NBC of $250,000 in aggregate principal amount of subordinated notes issued by Landmark and currently held by NBC, either to Landmark or a third party;

 

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the payment by Landmark of all accrued and unpaid interest due and payable under the terms of its subordinated notes, and the receipt by NCC of a written opinion of Landmark’s counsel that the merger is permitted by the terms of the subordinated notes;

 

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the redemption by First Landmark Bank of approximately $3,600,000 in aggregate principal amount of outstanding industrial development revenue bonds;

 

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the payment by First Landmark Bank of all accrued and unpaid principal and interest due under the terms of the advances and related letters of credit from the Federal Home Loan Bank of Atlanta, and the receipt of all consents and taking of other actions required in connection with NBC’s assumption thereof;

 

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the repayment by Landmark 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 Landmark 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 Landmark; 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 Landmark expect that they will complete the merger in the third quarter of 2018. See “The Merger Agreement – Conditions to the Merger” beginning on page 58 for additional information.

 

Termination and Termination Fee (See page 66)

 

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 Landmark’s board withdraws or changes its recommendation of the merger agreement, cancels the meeting at which the shareholders of Landmark will vote on the merger agreement, allows the acquisition by any person of a majority of Landmark’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 Landmark terminates the merger agreement because it has received an offer for such an acquisition transaction, then Landmark (or its successor) must pay NCC a termination fee of $4,000,000.

 

 

Landmark’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 $36.00 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 to Landmark shareholders.

 

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 Landmark common stock exercise dissenters’ rights.

 

Some of Landmark’s Directors and Executive Officers Have Interests in the Merger that Differ from the Interests of Landmark’s Shareholders Generally (See page 68)

 

Some of the executive officers and directors of Landmark have interests in the merger that are different from, or in addition to, those of the shareholders of Landmark generally. These interests and arrangements may create potential conflicts of interest. Landmark’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 Landmark’s shareholders vote in favor of the merger proposal. These interests include the following:   

 

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Five employees of Landmark and First Landmark Bank, including certain executive officers, have entered into letter agreements that will terminate their current respective employment agreements and retention agreements upon, and subject to, the closing of the merger, in exchange for a one-time lump sum cash payment.

 

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Nine employees of Landmark and First Landmark Bank, including R. Stanley Kryder, Chief Executive Officer of Landmark, and Terrence Y. DeWitt, President and Chief Financial Officer of Landmark, have entered into employment agreements with NBC that will take effect as of the effective date of the merger.

 

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Pursuant to the merger agreement, Landmark’s executive officers, along with all full-time employees of First Landmark Bank who become employees of NBC, will be eligible to participate in any benefit plans and arrangements that are made available to 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 directors and officers liability insurance for the benefit of Landmark’s directors and officer and to indemnify Landmark’s directors and officers against certain liabilities.

 

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The merger agreement provides that one representative of Landmark will join the board of directors of NCC following the merger.

 

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NCC has agreed to assume the obligations of First Landmark Bank under a supplemental executive retirement benefits agreement and split-dollar insurance agreement for the benefit of R. Stanley Kryder, as well as a split-dollar insurance agreement for the benefit of Terrence Y. DeWitt.

 

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At the effective time of the merger, each outstanding and unexercised option to purchase shares of Landmark common stock will be converted automatically into an option to purchase NCC common stock, at a conversion ratio equal to 0.6275 shares of NCC common stock for each share of Landmark common stock subject to such option. The exercise price for each such option will equal the quotient obtained by dividing the per share exercise price for each Landmark option in effect prior to the merger by the option conversion ratio of 0.6275. The option conversion ratio generally reflects the economic value that would have been received by the holder of such option if the option had been exercised prior to the merger. As of April 24, 2018, the date of the merger agreement, there were 323,635 options to purchase Landmark common stock outstanding.

 

For a more complete description of these interests, see “The Merger Agreement – Interests of Certain Persons in the Merger” beginning on page 68.

 

Employee Benefits of Landmark Employees after the Merger (See page 65)

 

NCC has agreed to offer to all current employees of Landmark and First Landmark 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 Landmark after the Merger (See page 91)

 

Shareholders of Landmark 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 Landmark. See “Comparison of Rights of NCC Stockholders and Landmark Shareholders” beginning on page 91 for additional information.

 

Risk Factors (See page 20)

 

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 20.