TRISTATE CAPITAL HOLDINGS, INC. (NASDAQ:TSC) Files An 8-K Other EventsItem 8.01. Other Events.
On May22, 2018, TriState Capital Holdings, Inc. (the “Company”) and LM III TriState Holdings LLC and LM III-A TriState Holdings LLC (together, the “Selling Shareholders”) entered into an underwriting agreement (the “Underwriting Agreement”) with Keefe, Bruyette & Woods, Inc. (“KBW”), to which, subject to the satisfaction of the conditions set forth therein, KBW agreed to purchase from the Selling Shareholders 2,200,000 shares of common stock, no par value, of the Company (the “Shares”), at a price of $25.71 per Share. The offering of the Shares to the Underwriting Agreement (the “Offering”) is anticipated to close on May 25, 2018. The Company will not receive any proceeds from the Offering. Upon completion of the Offering, the Selling Shareholders will own approximately 9.2% of the Company’s outstanding common stock.
The Offering is being made to the Company’s Registration Statement on Form S-3 (File No. 333-222074), which was filed with the Securities and Exchange Commission (the “SEC”) and was declared effective by the SEC on December 21, 2017, as supplemented by a preliminary prospectus supplement filed with the SEC on May 22, 2018, and a final prospectus supplement dated May 22, 2018.
The Company made certain customary representations, warranties and covenants in the Underwriting Agreement. The Company and the Selling Shareholders agreed to indemnify the Underwriters against certain liabilities, including liabilities arising from breaches of the representations and warranties contained in the Underwriting Agreement and liabilities under the Securities Act of 1933, as amended.
The foregoing summary of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is attached as Exhibit 1.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.Description
TriState Capital Holdings, Inc. ExhibitEX-1.1 2 tsc-05222018xexhibit11.htm EXHIBIT 1.1 Exhibit Execution VersionTriState 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.