TriState Capital Holdings, Inc. (Nasdaq: TSC) (“TriState
Capital” or the “company”) on Wednesday completed its previously
announced plans to raise $105 million in capital, pursuant to its
October 10, 2020 definitive investment agreement with funds managed
by Stone Point Capital LLC (“Stone Point”).
The company issued 2,770,083 shares of TriState Capital common
stock to the Stone Point-managed funds for $40 million in the
company’s first common equity raise since its 2013 initial public
offering. Following the investment, these shares of common stock
will represent approximately 8.5% of TriState Capital’s common
stock outstanding. Under the definitive investment agreement and
consistent with applicable banking regulations, at no time may the
Stone Point-managed funds own, control or have the power to vote
10% or more of TriState Capital’s voting securities.
The company also issued 650 shares of a new Series C perpetual
non-cumulative convertible non-voting preferred stock, no par value
(the “Series C Preferred Stock”), to the Stone Point-managed funds
for $65 million. The Series C Preferred Stock will pay a quarterly
dividend in cash or additional shares of Series C Preferred Stock
at an annualized rate of 6.75% and, after the second anniversary of
the closing of the investment, may convert into shares of a future
series of non-voting common stock or, when transferred under
certain limited circumstances to a holder other than Stone Point,
voting common stock, at the price of $13.75 per share. Stone Point
will not be entitled to acquire additional shares of TriState
Capital’s voting common stock through a conversion of the Series C
Preferred Stock. Subject to certain exceptions, the Series C
Preferred Stock will be convertible into common stock of the
company when transferred to a holder other than Stone Point.
In addition, the company issued warrants to the Stone
Point-managed funds that are exercisable for an aggregate of
922,438 shares at an exercise price of $17.50, subject to certain
adjustments. The warrants are exercisable for a future series of
TriState Capital non-voting common stock or, only in the event of
certain transfers to third-party holders, voting common stock.
Stone Point will not be entitled to acquire additional shares of
TriState Capital’s voting common stock through an exercise of the
warrants.
Based on the entirety of this transaction, on a fully diluted
basis, a total of 8,419,793 shares of common stock will be issued
or become issuable upon the conversion of the Series C Preferred
Stock and exercise of the warrants (exclusive of shares issuable in
connection with potential in-kind dividend payments on the Series C
Preferred Stock) and, in each case, included in the company’s
computation of diluted earnings per share (regardless of whether
such shares are issued as common stock or a future series of
non-voting common stock).
The foregoing summary of the terms of the definitive investment
agreement and the exhibits thereto does not purport to be complete
and is subject to, and qualified in its entirety by, the full text
of the definitive investment agreement, as amended, and the
exhibits thereto.
The securities sold to Stone Point in this transaction have not
been registered under the Securities Act of 1933, as amended (the
“Securities Act”), or applicable state securities laws, and
accordingly may not be offered or sold in the United States except
pursuant to an effective registration statement or an applicable
exemption from the registration requirements of the Securities Act
and such applicable state securities laws.
This news release shall not constitute an offer to sell, or the
solicitation of an offer to buy, any security, nor shall there be
any offer, solicitation or sale of these securities in any
jurisdiction in which such offer, solicitation, or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
About TriState Capital
TriState Capital Holdings, Inc. (Nasdaq: TSC) is a bank holding
company headquartered in Pittsburgh, Pa., providing commercial
banking, private banking and investment management services to
middle-market companies, institutional clients and high-net-worth
individuals. Its TriState Capital Bank subsidiary had $9.41 billion
in assets as of September 30, 2020, and serves middle-market
commercial customers through regional representative offices in
Pittsburgh, Philadelphia, Cleveland, Edison, N.J., and New York
City, as well as high-net-worth individuals nationwide through its
national referral network of financial intermediaries. Its
Chartwell Investment Partners subsidiary had $9.65 billion in
assets under management as of September 30, 2020, and serves
institutional clients and TriState Capital’s financial intermediary
network. For more information, please visit
http://investors.tristatecapitalbank.com.
FORWARD LOOKING STATEMENTS
This press release contains “forward-looking statements” in
reliance on the safe-harbor for such statements provided by the
Private Securities Litigation Reform Act of 1995. The words
“achieve,” “anticipate,” “believe,” “estimate,” “expect,” “intend,”
“maintain,” “may,” “opportunity,” “plan,” “potential,” “project,”
“sustain,” “target,” “trend,” or similar expressions, or future or
conditional verbs such as “will,” “would,” “should,” “could,”
“may,” and similar expressions, among others, generally identify
forward-looking statements. Examples of forward-looking statements
include, without limitation, statements relating to the parties’
ability to close the announced transaction, TriState Capital’s
future plans and growth, TriState Capital’s pro forma tangible
common equity ratio, the creation of a series of non-voting common
stock and the Company’s expectations of the number of shares into
which the Series C Preferred Stock and warrants may convert.
TriState Capital’s future plans, objectives or goals and are based
on current expectations, plans or forecasts, including with respect
to the timing and size of the investment and the anticipated use of
proceeds. Such forward-looking statements are subject to risks,
uncertainties and changed circumstances that are difficult to
predict and are often beyond TriState Capital’s ability to
control.
Actual results or outcomes could differ materially from those
currently anticipated, discussed or projected by forward-looking
statements. We caution readers not to place undue reliance on any
forward-looking statements, which speak only as of the date on
which they are made, and TriState Capital disclaims any duty to
revise or update any forward-looking statement, whether written or
oral, that may be made from time to time by or on behalf of
TriState Capital for any reason, except as specifically required by
law. Factors that could cause or contribute to such differences
include, but are not limited to: the level of market volatility,
our ability to execute our growth strategy, including the
availability of future bank acquisition opportunities, our ability
to execute on our revenue and efficiency improvement initiatives,
unanticipated losses related to the completion and integration of
mergers and acquisitions, and other factors and risk influences
contained in our most-recent annual and quarterly reports filed on
Form 10-K and Form 10-Q and other documents we file with the
Securities and Exchange Commission from time to time.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20201230005339/en/
MEDIA Jack Horner 267-932-8760, ext. 302 412-600-2295
(mobile) jack@hornercom.com INVESTOR RELATIONS Lambert Jeff
Schoenborn and Kate Croft 888-609-8351 TSC@lambert.com
TriState Capital (NASDAQ:TSC)
Historical Stock Chart
From Mar 2024 to Apr 2024
TriState Capital (NASDAQ:TSC)
Historical Stock Chart
From Apr 2023 to Apr 2024