PITTSBURGH–(BUSINESS WIRE)–TriState Capital Holdings, Inc. (Nasdaq:TSC) (“TriState Capital”)
announced the pricing of an underwritten public offering of 2,800,000
depositary shares, each representing a 1/40th interest in a share of its
6.375% Fixed-to-Floating Rate Series B Non-Cumulative Perpetual
Preferred Stock, no par value (the “Series B Preferred Stock”), with a
liquidation preference of $1,000 per share (equivalent to $25 per
depositary share). TriState Capital has granted the underwriters a
30-day option to purchase up to 420,000 additional depositary shares. In
March 2018, TriState Capital completed an offering of $40.25 million of
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).
When, as, and if declared by the board of directors of TriState Capital,
dividends will be payable on the Series B Preferred Stock from the date
of issuance to, but excluding July 1, 2026 at a rate of 6.375% per
annum, payable quarterly, in arrears, and from and including July 1,
2026, dividends will accrue and be payable at a floating rate equal to
three-month LIBOR plus a spread of 408.8 basis points per annum, payable
quarterly, in arrears, subject to potential adjustment as described in
the prospectus supplement relating to the offering. TriState Capital may
redeem the Series B Preferred Stock at its option, subject to regulatory
approval, on or after July 1, 2024, as described in the prospectus
supplement relating to the offering.
TriState Capital expects to use the net proceeds from the offering for
general corporate purposes, potentially including repurchases of its
common stock, future acquisitions, its working capital needs and
investments in its subsidiaries. The offering is expected to close on
May 29, 2019, subject to customary closing conditions.
Keefe, Bruyette & Woods, Inc., A Stifel Company, and Raymond
James & Associates, Inc. are acting as joint book-running managers. B.
Riley FBR, Boenning & Scattergood, Inc. and Stephens Inc. are acting as
co-managers.
A shelf registration statement, including a prospectus, with respect to
the offering was previously filed by TriState Capital with the
Securities and Exchange Commission (the “SEC”) and was declared
effective by the SEC on December 21, 2017. A preliminary prospectus
supplement relating to and describing the terms of the offering was
filed and is available on the SEC’s website at www.sec.gov.
When available, copies of the final prospectus supplement and the
accompanying prospectus relating to these securities may be obtained
free of charge by visiting the SEC’s website at www.sec.gov,
or may be obtained from Keefe, Bruyette & Woods, Inc., Attention: Equity
Capital Markets, 787 Seventh Avenue, 4th Floor, New York, NY 10019, by
calling (800) 966-1559 or by emailing [email protected]
or Raymond James & Associates, Inc., Attention: Equity Syndicate, 880
Carillon Parkway, St. Petersburg, Florida 33716, by calling 800-248-8863
or by emailing [email protected].
This press 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 $6.3 billion in assets, as of March 31,
2019, 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 $9.7
billion in assets under management, as of March 31, 2019, and serves
institutional clients and TriState Capital’s financial intermediary
network.
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 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 offering 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 under the heading “Risk Factors”
in the preliminary prospectus supplement filed in connection with the
offering and other documents we file with the Securities and Exchange
Commission from time to time.
Contacts
MEDIA
Jack Horner
Hornercom
267-932-8760, ext. 302
412-600-2295
(mobile)
[email protected]
INVESTORS
Jeff Schoenborn and Kate Croft
Casteel
Schoenborn
888-609-8351
[email protected]
