SEC Form SC 13D/A filed by TriState Capital Holdings, Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Amendment No. 1)

Under the Securities Exchange Act of 1934

TRISTATE CAPITAL HOLDINGS, INC.

(Name of Company)

Common Stock, no par value per share

(Title of Class of Securities)

89678F100

(CUSIP Number)

Jacqueline Giammarco

Stone Point Capital LLC

20 Horseneck Lane

Greenwich, CT 06830

(203) 862-2900

With a copy to:

Sven G. Mickisch

Skadden, Arps, Slate, Meagher & Flom LLP

One Manhattan West

New York, NY 10001

(212) 735-3000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 21, 2021

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

EXPLANATORY NOTE

Item 1. Security and Issuer

The following constitutes Amendment No. 1 to the Schedule 13D (“Amendment No. 1”) filed by the undersigned (the “Reporting Persons”) with respect to the common stock, no par value per share (the “Voting Common Stock”), of TriState Capital Holdings, Inc., a Pennsylvania corporation (the “Issuer” or the “Company”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.

Item 4. Purpose of Transaction

Item 4 is hereby amended and supplemented as follows:

On October 20, 2021, the Reporting Persons and the Issuer reached an understanding in connection with the decision by the Issuer to enter into an agreement and plan of merger (“Merger Agreement”), by and among the Issuer, Raymond James Financial, Inc., a Florida corporation (“Purchaser”), Macaroon One LLC, a Florida limited liability company and direct, wholly-owned subsidiary of Purchaser (“Merger Sub 1”), and Macaroon Two LLC, a Florida limited liability company and direct, wholly-owned subsidiary of Purchaser.

Pursuant to the Merger Agreement, among other things, Merger Sub 1 will merge with and into the Issuer on the terms and conditions set forth therein (the “Merger”) and, in connection therewith, (i) all outstanding shares of Voting Common Stock will be converted into shares of common stock of Purchaser and cash, (ii) all outstanding shares of Series C Perpetual Non-Cumulative Convertible Non-Voting Preferred Stock, no par value, of the Issuer (“Series C Preferred Stock”) will be converted into cash, (iii) all other series of preferred stock of the Issuer will be converted into preferred stock of Purchaser and (iv) those certain warrants to purchase 922,438 shares of Voting Common Stock (“Warrants”) will be converted into cash, in each case, in the manner and in the amount set forth in the Merger Agreement. At the completion of the Merger, the Reporting Persons no longer will own (of record or beneficially) any shares of Voting Common Stock, shares of Series C Preferred Stock or Warrants.

On October 20, 2021, and in connection with the Merger Agreement, T-VIII PubOpps LP (“T8”) entered into a support agreement with Purchaser, Merger Sub 1 and the Company (solely for limited sections) (the “Support Agreement”). Pursuant to the Support Agreement, T8 agreed to (i) vote its shares of the Issuer in favor of the Merger and Merger Agreement and (ii) not vote its shares of the Issuer in a way that interferes with the Merger. In addition, pursuant to the Support Agreement, T8 agreed not to transfer its shares of the Issuer (except under certain limited circumstances) and agreed to certain non-solicitation provisions.

The information set forth in Item 6 hereof is incorporated herein by reference.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 is hereby amended and supplemented as follows:

T8 has entered into the Support Agreement as described above in Item 4, which is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits

* Previously filed.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.