TRISTATE CAPITAL HOLDINGS, INC. (NASDAQ:TSC) Files An 8-K Material Modification to Rights of Security HoldersItem 3.03.
On March20, 2018, TriState Capital Holdings, Inc. (the “Company”) issued an aggregate of 1,400,000 depositary shares (the “Depositary Shares”), each representing a 1/40th ownership interest in a share of 6.75% Fixed-to-Floating Rate Series A Non-Cumulative Perpetual Preferred Stock, no par value (the “Series A Preferred Stock”), with a liquidation preference of $1,000 per share of Series A Preferred Stock (equivalent to $25 per Depositary Share), which represents $35,000,000 in aggregate liquidation preference. The Depositary Shares are represented by depositary receipts (the “Depositary Receipts”). Under the terms of the Series A Preferred Stock, the ability of the Company to declare or pay any dividends on, make distributions with respect to, or to redeem, purchase or acquire, or make a liquidation payment on its common stock or any preferred stock ranking on a parity with or junior to the Series A Preferred Stock, will be subject to restrictions in the event that the Company does not declare dividends on the Series A Preferred Stock for the most recently completed dividend period. The terms of the Series A Preferred Stock are more fully described in the Articles of Amendment relating thereto, filed on March16, 2018 with the Secretary of the Commonwealth of the Commonwealth of Pennsylvania (the “Articles of Amendment”), which establish the voting and other powers, preferences and relative, participating, optional or other rights, and the qualifications, limitations and restrictions relating to the Series A Preferred Stock. A copy of the Articles of Amendment is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The terms of the Depositary Shares are set forth in the Deposit Agreement, dated March20, 2018, among the Company, Computershare Inc. and Computershare Trust Company, N.A., and the holders from time to time of the Depositary Receipts (the “Deposit Agreement”) and the form of Depositary Receipt. Copies of the Deposit Agreement and the form of Depositary Receipt are included as Exhibit 4.1 and Exhibit 4.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
| Item 3.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On March16, 2018, the Company filed the Articles of Amendment with the Secretary of the Commonwealth of the Commonwealth of Pennsylvania, establishing the voting and other powers, preferences and relative, participating, optional or other rights, and the qualifications, limitations and restrictions of the Series A Preferred Stock. The Articles of Amendment became effective with the Secretary of the Commonwealth of the Commonwealth of Pennsylvania upon filing. A copy of the Articles of Amendment is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
On March20, 2018, the Company completed the issuance and sale of 1,400,000 Depositary Shares, each representing a 1/40th ownership interest in a share of the Series A Preferred Stock, to an Underwriting Agreement, dated March15, 2018, between the Company and Sandler O’Neill& Partners, L.P., as representative of the several underwriters named in Schedule A thereto (the “Underwriting Agreement”). to the Underwriting Agreement, the Company has granted the underwriters a 30-day option to purchase 210,000 additional Depositary Shares. The sale of the Depositary Shares was made to the Company’s Registration Statement on Form S-3 (File No.333-222074) (the “Registration Statement”). The following documents are being filed with this Current Report on Form 8-K and incorporated by reference into the Registration Statement: (i)the Underwriting Agreement, (ii)the Articles of Amendment, (iii)the Deposit Agreement, (iv)the form of Depositary Receipt and (v)the legal opinions as to the legality of the Depositary Shares and the Series A Preferred Stock.
Item 3.03 Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit No. |
Description |
| 1.1 | Underwriting Agreement, dated March15, 2018, by and between TriState Capital Holdings, Inc. and Sandler O’Neill& Partners, L.P. |
| 3.1 | Articles of Amendment of 6.75% Fixed-to-Floating Rate Series A Non-Cumulative Perpetual Preferred Stock, filed March16, 2018. |
| 4.1 | Deposit Agreement, dated March 20, 2018, among TriState Capital Holdings, Inc., Computershare Inc. and Computershare Trust Company, N.A., and the holders from time to time of the depositary receipts described therein. |
| 4.2 | Form of Depositary Receipt representing the Depositary Shares (included as part of Exhibit 4.1). |
| 5.1 | Opinion of Keevican Weiss& Bauerle LLC, regarding legality of the Series A Preferred Stock. |
| 5.2 | Opinion of Covington& Burling LLP, regarding legality of the Depositary Shares. |
| Ratio of Earnings to Fixed Charges. | |
| 23.1 | Consent of Keevican Weiss& Bauerle LLC (included as part of Exhibit 5.1). |
| 23.2 | Consent of Covington& Burling LLP (included as part of Exhibit 5.2). |
| 99.1 | Press release dated March15, 2018. |
TriState Capital Holdings, Inc. ExhibitEX-1.1 2 d537773dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 TRISTATE CAPITAL HOLDINGS,…To view the full exhibit click here
About TRISTATE CAPITAL HOLDINGS, INC. (NASDAQ:TSC)
TriState Capital Holdings, Inc. is a bank holding company. The Company’s subsidiaries include TriState Capital Bank (the Bank), a Pennsylvania chartered bank; Chartwell Investment Partners, Inc. (Chartwell), an investment advisor, and Chartwell TSC Securities Corp. (CTSC Securities). The Company operates through two segments: Bank and Investment Management. The Bank segment provides commercial banking and private banking services through the Bank. The Investment Management segment provides advisory and sub-advisory investment management services to primarily institutional plan sponsors through Chartwell, and also provides distribution and marketing services for Chartwell’s investment products through CTSC Securities. The Company’s cash management services include online balance reporting, online bill payment, remote deposit, liquidity services, wire and Automated Clearing House (ACH) services, foreign exchange and controlled disbursement. TRISTATE CAPITAL HOLDINGS, INC. (NASDAQ:TSC) Recent Trading Information
TRISTATE CAPITAL HOLDINGS, INC. (NASDAQ:TSC) closed its last trading session down -0.12 at 24.02 with shares trading hands.