TriState Capital Holdings, Inc. (Form: 8-K, Received: 12/15/2021 16:25:03)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

_________

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 13, 2021

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TRISTATE CAPITAL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

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Commission file number: 001-35913

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Pennsylvania

20-4929029

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

One Oxford Centre

(412)

304-0304

301 Grant Street, Suite 2700

(Registrant’s telephone number, including area code)

Pittsburgh,

Pennsylvania

15219

(Address of principal executive offices)

(Zip Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, no par value

TSC

Nasdaq Global Select Market

Depositary Shares, Each Representing a 1/40th Interest in a Share of 6.75% Fixed-to-Floating Rate Series A Non-Cumulative Perpetual Preferred Stock

TSCAP

Nasdaq Global Select Market

Depositary Shares, Each Representing a 1/40th Interest in a Share of 6.375% Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred Stock

TSCBP

Nasdaq Global Select Market

Indicate by check mark whether the registrant is emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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

In connection with the previously announced transaction contemplated by (a) that certain Agreement and Plan of Merger, dated October 20, 2021 (the “Merger Agreement”), among Raymond James Financial, Inc., Macaroon One LLC (“Merger Sub 1”), Macaroon Two LLC and TriState Capital Holdings, Inc. (the “Company”) and (b) that certain Support Agreement, dated October 20, 2021 (the “Stone Point Support Agreement”), among Raymond James Financial, Inc., Merger Sub 1, the Company and T-VIII Pubopps LP (“Stone Point”), on December 13, 2021 and as contemplated by the Merger Agreement and the Stone Point Support Agreement, the Company filed with the Pennsylvania Department of State Articles of Amendment (the “Amendment”) to the Company’s Certificate of Designation (the “Certificate of Designation”) of the Series C Perpetual Non-Cumulative Convertible Non-Voting Preferred Stock (“Series C Preferred Stock”) to provide that, in connection with and subject to the merger of Merger Sub 1 with and into the Company pursuant to the Merger Agreement (the “Merger”), each share of Series C Preferred Stock issued and outstanding immediately prior to the effective time of the Merger be automatically converted into the right to receive $30.00 in cash multiplied by the number of Non-Voting Common Stock of the Company such share of Series C Preferred Stock would be convertible into pursuant to the terms of the Certificate of Designation.

Pursuant to the terms of the Amendment, upon such conversion, each share of the Series C Preferred Stock will no longer be outstanding and will automatically be canceled and cease to exist as of the effective time of the Merger.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is included as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

3.1 Articles of Amendment of TriState Capital Holdings, Inc., dated as of December 13, 2021 .

104 Cover Page Interactive Data File (embedded within the Inline XBRL Document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


TRISTATE CAPITAL HOLDINGS, INC.

By			/s/ James F. Getz
			James F. Getz
			Chairman, President and Chief Executive Officer

Date: December 15, 2021

Exhibit 3.1

Amendment to Certificate of Designation, Series C Preferred Stock

WHEREAS, on October 20, 2021, the Board of Directors (the “Board”) of TriState Capital Holdings, Inc., a Pennsylvania corporation (the “Corporation”), adopted and approved the transactions contemplated by the Agreement and Plan of Merger, dated as of October 20, 2021 (the “Merger Agreement”), by and among Raymond James Financial, Inc., a Florida corporation (“Parent”), Macaroon One LLC, a Florida limited liability company and direct, wholly owned subsidiary of Parent (“Merger Sub 1”), Macaroon Two LLC, a Florida limited liability company and direct, wholly owned subsidiary of Parent (“Merger Sub 2”), and the Corporation, pursuant to which Merger Sub 1 shall be merged with and into the Corporation, with the Corporation being the surviving corporation of such merger, and such initial surviving corporation shall be merged with and into Merger Sub 2, with Merger Sub 2 being the surviving entity of such merger, upon the terms and subject to the conditions set forth in the Merger Agreement;

WHEREAS, the Merger Agreement contemplates that each share of Series C Preferred Stock of the Corporation (the “Series C Preferred Stock”) issued and outstanding immediately prior to the First Effective Time (as defined in the Merger Agreement) will be converted into the right to receive $30.00 in cash multiplied by the number of non-voting common stock, no par value, of the Corporation that such share of Series C Preferred Stock would be convertible into pursuant to the terms of the Corporation’s Certificate of Designation of the Series C Perpetual Non-Cumulative Convertible Non-Voting Preferred Stock (the “Certificate of Designation”);

WHEREAS, the Board deems it advisable and in the best interests of the Corporation to amend the Certificate of Designation to effect the foregoing treatment of the Series C Preferred Stock (the “Amendment”);

WHEREAS, under the terms of that certain Support Agreement, dated October 20, 2021, among Parent, Merger Sub 1, the Corporation and T-VIII Pubopps LP (“Stone Point), Stone Point, on behalf of itself and its affiliates, who are the sole holders of all shares of the Series C Preferred Stock, has approved, agreed and provided its written consent to the terms of the Amendment and the filing of the Amendment with the Pennsylvania Department of State;

NOW THEREFORE, BE IT RESOLVED, that Article SECOND, as contained in the Certificate of Designation, shall be amended to add as a new Section 18 the following in its entirety:

Section 18. Notwithstanding anything to the contrary herein, upon and subject to the merger of Macaroon One LLC, a Florida limited liability company and direct, wholly-owned subsidiary of Raymond James Financial, Inc., with and into the Company pursuant to that certain Agreement and Plan of Merger, dated October 20, 2021 among Raymond James Financial, Inc., Macaroon One LLC, Macaroon Two LLC and the Company, each share of Series C Preferred Stock issued and outstanding immediately prior to the effective time of the aforementioned merger shall, effective upon the consummation of such merger, automatically be converted into the right to receive $30.00 in cash multiplied by the number of Non-Voting Common Stock such share of Series C Preferred Stock would be convertible into pursuant to the terms herein. Upon such conversion, each share of Series C Preferred Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the aforementioned effective time.

Exhibit 3.1

General Resolutions

FURTHER RESOLVED, that the Corporation is hereby authorized to pay any and all fees, costs and expenses in connection with the performance of actions contemplated by these resolutions;

FURTHER RESOLVED, that all actions heretofore taken by any officer or director of the Corporation in connection with any matter referred to in any of the foregoing resolutions are hereby approved, ratified and confirmed in all respects as fully as if such actions had been presented to this Board for its approval, and received such approval, prior to such actions being taken; and

FURTHER RESOLVED, that the Corporation’s (a) Chief Executive Officer and (b) Chief Financial Officer (the “Authorized Officers”) be, and each of them hereby is, authorized, empowered and directed, in the name and on behalf of the Corporation or any of its subsidiaries and/or affiliates, as applicable, to do and perform, or cause to be done or performed, all further acts or deeds and to make, execute and deliver, or cause to be made, executed and delivered (and to execute powers of attorney to designate employees and agents of each such entity to make, execute and deliver in their stead), such agreements, instruments, documents, undertakings and certificates as such Authorized Officer may deem necessary, advisable or appropriate from time to time in order to carry out fully the intent and effectuate the purposes of the foregoing resolutions, and each such determination shall be conclusively evidenced by the performance of such acts and deeds and the execution and delivery of such agreements, instruments, documents, undertakings and certificates by any Authorized Officer.