Selected
Financial Information
The following
tables set forth selected historical financial and other information for the periods ended and as of the dates indicated. The
selected financial information presented below as of and for the three months ended March 31, 2019 and 2018 is derived from our
unaudited condensed consolidated financial statements incorporated by reference into this prospectus supplement and accompanying
prospectus from our Quarterly Report on Form 10-Q for the three months ended March 31, 2019. The selected financial information
presented below as of and for the years ended December 31, 2018, 2017 and 2016 is derived from our audited consolidated financial
statements incorporated by reference into this prospectus supplement and accompanying prospectus from our Annual Report on Form
10-K for the year ended December 31, 2018. The selected financial information as of and for the years ended December 31, 2015
and 2014 is derived from our audited consolidated financial statements for the years then ended, which are not included or incorporated
by reference in this prospectus supplement. Results from prior periods are not necessarily indicative of results that may be expected
for any future period.
This
selected financial information should be read in conjunction with the sections entitled “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” in our Quarterly Report on Form 10-Q for the three
months ended March 31, 2019 and our Annual Report on Form 10-K for the year ended December 31, 2018, and with our
consolidated financial statements and related notes incorporated by reference into this prospectus supplement and
accompanying prospectus.
|
|
Three Months Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March
31,
|
|
|
Years
Ended December 31,
|
|
(Dollars
in thousands, except per share data)
|
|
2019
|
|
|
2018
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
Income
statement data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
income
|
|
$
|
62,902
|
|
|
$
|
41,416
|
|
|
$
|
199,786
|
|
|
$
|
134,295
|
|
|
$
|
98,312
|
|
|
$
|
83,596
|
|
|
$
|
78,085
|
|
Interest
expense
|
|
|
32,530
|
|
|
|
15,154
|
|
|
|
86,382
|
|
|
|
42,942
|
|
|
|
23,499
|
|
|
|
15,643
|
|
|
|
12,251
|
|
Net
interest income
|
|
|
30,372
|
|
|
|
26,262
|
|
|
|
113,404
|
|
|
|
91,353
|
|
|
|
74,813
|
|
|
|
67,953
|
|
|
|
65,834
|
|
Provision
(credit) for loan and lease losses
|
|
|
(377
|
)
|
|
|
195
|
|
|
|
(205
|
)
|
|
|
(623
|
)
|
|
|
838
|
|
|
|
13
|
|
|
|
10,159
|
|
Net
interest income after provision
for
loan and lease losses
|
|
|
30,749
|
|
|
|
26,067
|
|
|
|
113,609
|
|
|
|
91,976
|
|
|
|
73,975
|
|
|
|
67,940
|
|
|
|
55,675
|
|
Total
non-interest income
|
|
|
13,069
|
|
|
|
11,089
|
|
|
|
47,917
|
|
|
|
46,966
|
|
|
|
46,508
|
|
|
|
35,483
|
|
|
|
31,549
|
|
Total
non-interest expense
|
|
|
26,672
|
|
|
|
23,850
|
|
|
|
101,157
|
|
|
|
91,472
|
|
|
|
78,794
|
|
|
|
70,043
|
|
|
|
64,327
|
|
Income
before tax
|
|
|
17,146
|
|
|
|
13,306
|
|
|
|
60,369
|
|
|
|
47,470
|
|
|
|
41,689
|
|
|
|
33,380
|
|
|
|
22,897
|
|
Income
tax expense
|
|
|
2,582
|
|
|
|
2,905
|
|
|
|
5,945
|
|
|
|
9,482
|
|
|
|
13,048
|
|
|
|
10,892
|
|
|
|
6,969
|
|
Net
income
|
|
|
14,564
|
|
|
|
10,401
|
|
|
|
54,424
|
|
|
|
37,988
|
|
|
|
28,641
|
|
|
|
22,488
|
|
|
|
15,928
|
|
Preferred
stock dividends on Series A
|
|
|
679
|
|
|
|
—
|
|
|
|
2,120
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Net
income available to common shareholders
|
|
$
|
13,885
|
|
|
$
|
10,401
|
|
|
$
|
52,304
|
|
|
$
|
37,988
|
|
|
$
|
28,641
|
|
|
$
|
22,488
|
|
|
$
|
15,928
|
|
Earnings
per common share - basic
|
|
$
|
0.50
|
|
|
$
|
0.38
|
|
|
$
|
1.90
|
|
|
$
|
1.38
|
|
|
$
|
1.04
|
|
|
$
|
0.81
|
|
|
$
|
0.56
|
|
Earnings
per common share - diluted
|
|
$
|
0.48
|
|
|
$
|
0.36
|
|
|
$
|
1.81
|
|
|
$
|
1.32
|
|
|
$
|
1.01
|
|
|
$
|
0.80
|
|
|
$
|
0.55
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March
31,
|
|
|
December 31,
|
|
(Dollars
in thousands, except per share data)
|
|
2019
|
|
|
2018
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
Balance sheet data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
243,911
|
|
|
$
|
145,033
|
|
|
$
|
189,985
|
|
|
$
|
156,153
|
|
|
$
|
103,994
|
|
|
$
|
96,676
|
|
|
$
|
105,710
|
|
Total investment securities
|
|
|
487,087
|
|
|
|
245,350
|
|
|
|
466,759
|
|
|
|
220,552
|
|
|
|
238,473
|
|
|
|
225,411
|
|
|
|
211,893
|
|
Loans and leases held-for-investment
|
|
|
5,336,725
|
|
|
|
4,302,766
|
|
|
|
5,132,873
|
|
|
|
4,184,244
|
|
|
|
3,401,054
|
|
|
|
2,841,284
|
|
|
|
2,400,052
|
|
Allowance for loan and lease losses
|
|
|
(14,712
|
)
|
|
|
(14,818
|
)
|
|
|
(13,208
|
)
|
|
|
(14,417
|
)
|
|
|
(18,762
|
)
|
|
|
(17,974
|
)
|
|
|
(20,273
|
)
|
Loans and leases held-for-investment, net
|
|
|
5,322,013
|
|
|
|
4,287,948
|
|
|
|
5,119,665
|
|
|
|
4,169,827
|
|
|
|
3,382,292
|
|
|
|
2,823,310
|
|
|
|
2,379,779
|
|
Goodwill and other intangibles, net
|
|
|
67,361
|
|
|
|
64,897
|
|
|
|
67,863
|
|
|
|
65,358
|
|
|
|
67,209
|
|
|
|
50,816
|
|
|
|
52,374
|
|
Other assets
|
|
|
223,638
|
|
|
|
163,525
|
|
|
|
191,383
|
|
|
|
166,007
|
|
|
|
138,489
|
|
|
|
105,958
|
|
|
|
96,207
|
|
Total assets
|
|
$
|
6,344,010
|
|
|
$
|
4,906,753
|
|
|
$
|
6,035,655
|
|
|
$
|
4,777,897
|
|
|
$
|
3,930,457
|
|
|
$
|
3,302,171
|
|
|
$
|
2,845,963
|
|
Deposits
|
|
$
|
5,337,704
|
|
|
$
|
4,098,955
|
|
|
$
|
5,050,461
|
|
|
$
|
3,987,611
|
|
|
$
|
3,286,779
|
|
|
$
|
2,689,844
|
|
|
$
|
2,336,953
|
|
Borrowings, net
|
|
|
398,216
|
|
|
|
304,764
|
|
|
|
404,166
|
|
|
|
335,913
|
|
|
|
239,510
|
|
|
|
254,308
|
|
|
|
164,106
|
|
Other liabilities
|
|
|
111,533
|
|
|
|
62,805
|
|
|
|
101,674
|
|
|
|
65,302
|
|
|
|
52,361
|
|
|
|
32,042
|
|
|
|
39,514
|
|
Total liabilities
|
|
|
5,847,453
|
|
|
|
4,466,524
|
|
|
|
5,556,301
|
|
|
|
4,388,826
|
|
|
|
3,578,650
|
|
|
|
2,976,194
|
|
|
|
2,540,573
|
|
Preferred stock
|
|
|
38,468
|
|
|
|
38,440
|
|
|
|
38,468
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Common shareholders’ equity
|
|
|
458,089
|
|
|
|
401,789
|
|
|
|
440,886
|
|
|
|
389,071
|
|
|
|
351,807
|
|
|
|
325,977
|
|
|
|
305,390
|
|
Total shareholders’ equity
|
|
|
496,557
|
|
|
|
440,229
|
|
|
|
479,354
|
|
|
|
389,071
|
|
|
|
351,807
|
|
|
|
325,977
|
|
|
|
305,390
|
|
Total liabilities and shareholders’ equity
|
|
$
|
6,344,010
|
|
|
$
|
4,906,753
|
|
|
$
|
6,035,655
|
|
|
$
|
4,777,897
|
|
|
$
|
3,930,457
|
|
|
$
|
3,302,171
|
|
|
$
|
2,845,963
|
|
Book value per common share
|
|
$
|
15.61
|
|
|
$
|
13.87
|
|
|
$
|
15.27
|
|
|
$
|
13.61
|
|
|
$
|
12.38
|
|
|
$
|
11.62
|
|
|
$
|
10.88
|
|
Tangible book value per common share
(1)
|
|
$
|
13.31
|
|
|
$
|
11.63
|
|
|
$
|
12.92
|
|
|
$
|
11.32
|
|
|
$
|
10.02
|
|
|
$
|
9.81
|
|
|
$
|
9.02
|
|
|
|
As
of and For the
Three Months Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March
31,
|
|
|
As
of and For the Years Ended December 31,
|
|
(Dollars
in thousands)
|
|
2019
|
|
|
2018
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
Performance ratios:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Return on
average assets
|
|
|
0.92
|
%
|
|
|
0.89
|
%
|
|
|
1.00
|
%
|
|
|
0.89
|
%
|
|
|
0.81
|
%
|
|
|
0.74
|
%
|
|
|
0.61
|
%
|
Return on average common
equity
|
|
|
12.50
|
%
|
|
|
10.65
|
%
|
|
|
12.57
|
%
|
|
|
10.30
|
%
|
|
|
8.48
|
%
|
|
|
7.13
|
%
|
|
|
5.25
|
%
|
Net interest margin
(2)
|
|
|
2.10
|
%
|
|
|
2.35
|
%
|
|
|
2.26
|
%
|
|
|
2.25
|
%
|
|
|
2.23
|
%
|
|
|
2.36
|
%
|
|
|
2.62
|
%
|
Total
revenue
(1)
|
|
$
|
43,413
|
|
|
$
|
37,346
|
|
|
$
|
161,391
|
|
|
$
|
138,009
|
|
|
$
|
121,244
|
|
|
$
|
103,403
|
|
|
$
|
95,955
|
|
Bank
efficiency ratio
(1)
|
|
|
56.30
|
%
|
|
|
54.48
|
%
|
|
|
53.09
|
%
|
|
|
57.39
|
%
|
|
|
61.17
|
%
|
|
|
62.30
|
%
|
|
|
59.93
|
%
|
Non-interest expense
to average assets
|
|
|
1.77
|
%
|
|
|
2.03
|
%
|
|
|
1.93
|
%
|
|
|
2.15
|
%
|
|
|
2.23
|
%
|
|
|
2.32
|
%
|
|
|
2.44
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset
quality:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-performing
loans
|
|
$
|
7,329
|
|
|
$
|
2,477
|
|
|
$
|
2,237
|
|
|
$
|
3,183
|
|
|
$
|
17,790
|
|
|
$
|
16,660
|
|
|
$
|
30,232
|
|
Non-performing assets
|
|
$
|
10,453
|
|
|
$
|
6,053
|
|
|
$
|
5,661
|
|
|
$
|
6,759
|
|
|
$
|
21,968
|
|
|
$
|
18,390
|
|
|
$
|
31,602
|
|
Other
real estate owned
|
|
$
|
3,124
|
|
|
$
|
3,576
|
|
|
$
|
3,424
|
|
|
$
|
3,576
|
|
|
$
|
4,178
|
|
|
$
|
1,730
|
|
|
$
|
1,370
|
|
Non-performing
assets to total assets
|
|
|
0.16
|
%
|
|
|
0.12
|
%
|
|
|
0.09
|
%
|
|
|
0.14
|
%
|
|
|
0.56
|
%
|
|
|
0.56
|
%
|
|
|
1.11
|
%
|
Non-performing
loans to total loans
|
|
|
0.14
|
%
|
|
|
0.06
|
%
|
|
|
0.04
|
%
|
|
|
0.08
|
%
|
|
|
0.52
|
%
|
|
|
0.59
|
%
|
|
|
1.26
|
%
|
Allowance
for loan and lease losses to loans
|
|
|
0.28
|
%
|
|
|
0.34
|
%
|
|
|
0.26
|
%
|
|
|
0.34
|
%
|
|
|
0.55
|
%
|
|
|
0.63
|
%
|
|
|
0.84
|
%
|
Allowance
for loan and lease losses to non-performing loans
|
|
|
200.74
|
%
|
|
|
598.22
|
%
|
|
|
590.43
|
%
|
|
|
452.94
|
%
|
|
|
105.46
|
%
|
|
|
107.89
|
%
|
|
|
67.06
|
%
|
Net
charge-offs (recoveries)
|
|
$
|
(1,881
|
)
|
|
$
|
(206
|
)
|
|
$
|
1,004
|
|
|
$
|
3,722
|
|
|
$
|
50
|
|
|
$
|
2,312
|
|
|
$
|
8,882
|
|
Net
charge-offs (recoveries) to average total loans
|
|
|
(0.15
|
)%
|
|
|
(0.02
|
)%
|
|
|
0.02
|
%
|
|
|
0.10
|
%
|
|
|
—
|
%
|
|
|
0.09
|
%
|
|
|
0.41
|
%
|
|
|
As
of and For the
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three
Months Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March
31,
|
|
|
As
of and For the Years Ended December 31,
|
|
(Dollars
in thousands)
|
|
2019
|
|
|
2018
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
Capital
ratios:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average
equity to average assets
|
|
|
8.00
|
%
|
|
|
8.34
|
%
|
|
|
8.49
|
%
|
|
|
8.65
|
%
|
|
|
9.56
|
%
|
|
|
10.43
|
%
|
|
|
11.53
|
%
|
Tier
1 leverage ratio
|
|
|
7.13
|
%
|
|
|
7.96
|
%
|
|
|
7.28
|
%
|
|
|
7.25
|
%
|
|
|
7.90
|
%
|
|
|
9.05
|
%
|
|
|
9.21
|
%
|
Common
equity tier 1 risk-based capital ratio
|
|
|
9.98
|
%
|
|
|
11.09
|
%
|
|
|
9.64
|
%
|
|
|
11.14
|
%
|
|
|
11.49
|
%
|
|
|
12.20
|
%
|
|
|
N/A
|
|
Tier
1 risk-based capital ratio
|
|
|
10.92
|
%
|
|
|
12.25
|
%
|
|
|
10.58
|
%
|
|
|
11.14
|
%
|
|
|
11.49
|
%
|
|
|
12.20
|
%
|
|
|
9.24
|
%
|
Total
risk-based capital ratio
|
|
|
11.26
|
%
|
|
|
12.84
|
%
|
|
|
10.86
|
%
|
|
|
11.72
|
%
|
|
|
12.66
|
%
|
|
|
13.88
|
%
|
|
|
11.02
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment
Management Segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets
under management
|
|
$
|
9,732,000
|
|
|
$
|
8,344,000
|
|
|
$
|
9,189,000
|
|
|
$
|
8,309,000
|
|
|
$
|
8,055,000
|
|
|
$
|
8,005,000
|
|
|
$
|
7,714,000
|
|
EBITDA
(1)
|
|
$
|
2,621
|
|
|
$
|
1,515
|
|
|
$
|
6,900
|
|
|
$
|
7,421
|
|
|
$
|
13,208
|
|
|
$
|
8,481
|
|
|
$
|
5,338
|
|
|
(1)
|
The
information set forth above contains certain financial information determined by methods other than in accordance with U.S. generally
accepted accounting principles (“GAAP”). These non-GAAP financial measures are “tangible common equity,”
“tangible book value per common share,” “total revenue,” “efficiency ratio” and “EBITDA.”
Although we believe these non-GAAP financial measures provide management and our investors with a more detailed understanding
of our performance, these measures are not necessarily comparable to similar measures that may be presented by other companies.
The non-GAAP financial measures presented in this prospectus supplement are calculated as follows:
|
|
·
|
“Tangible
common equity” is defined as common shareholders’ equity reduced by intangible
assets, including goodwill. We believe this measure is important to management and investors
so that they can better understand and assess changes from period to period in common
shareholders’ equity exclusive of changes in intangible assets associated with
prior acquisitions. Intangible assets are created when we buy businesses that add relationships
and revenue to our Company. Intangible assets have the effect of increasing both equity
and assets, while not increasing our tangible equity or tangible assets.
|
|
·
|
“Tangible
book value per common share” is defined as common shareholders’ equity reduced
by intangible assets, including goodwill, divided by common shares outstanding. We believe
this measure is important to many investors who are interested in changes from period
to period in book value per common share exclusive of changes in intangible assets associated
with prior acquisitions.
|
|
·
|
“Total
revenue” is defined as net interest income and non-interest income, excluding gains
and losses on the sale and call of debt securities. We believe adjustments made to our
operating revenue allow management and investors to better assess our core operating
revenue by removing the volatility that is associated with certain items that are unrelated
to our core business.
|
|
·
|
“Efficiency
ratio” is defined as total non-interest expense, excluding acquisition related items,
where applicable, divided by our total revenue. We believe this measure allows management
and investors to better assess our operating expenses in relation to our core operating
revenue, particularly at the Bank.
|
|
·
|
“EBITDA”
is defined as net income before interest expense, income tax expense, depreciation expense
and intangible amortization expense. We use EBITDA particularly to assess the strength
of our investment management business. We believe this measure is important because it
allows management and investors to better assess our investment management performance
in relation to our core operating earnings by excluding certain non-cash items and the
volatility that is associated with certain discrete items that are unrelated to our core
business.
|
Reconciliations
of non-GAAP numbers to their most directly comparable GAAP measures are included in the tables below.
|
(2)
|
Net
interest margin is calculated on a fully taxable equivalent basis.
|
Reconciliation
of Non-GAAP Financial Measures
|
|
|
|
March 31,
|
|
|
December
31,
|
|
(Dollars
in thousands, except per
share
data)
|
|
2019
|
|
|
2018
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
Tangible
book value per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
shareholders’ equity
|
|
$
|
458,089
|
|
|
$
|
401,789
|
|
|
$
|
440,886
|
|
|
$
|
389,071
|
|
|
$
|
351,807
|
|
|
$
|
325,977
|
|
|
$
|
305,390
|
|
Less:
goodwill and intangible assets
|
|
|
67,361
|
|
|
|
64,897
|
|
|
|
67,863
|
|
|
|
65,358
|
|
|
|
67,209
|
|
|
|
50,816
|
|
|
|
52,374
|
|
Tangible
common equity (numerator)
|
|
$
|
390,728
|
|
|
$
|
336,892
|
|
|
$
|
373,023
|
|
|
$
|
323,713
|
|
|
$
|
284,598
|
|
|
$
|
275,161
|
|
|
$
|
253,016
|
|
Common
shares outstanding (denominator)
|
|
|
29,351,833
|
|
|
|
28,976,214
|
|
|
|
28,878,674
|
|
|
|
28,591,101
|
|
|
|
28,415,654
|
|
|
|
28,056,195
|
|
|
|
28,060,888
|
|
Tangible
book value per common share
|
|
$
|
13.31
|
|
|
$
|
11.63
|
|
|
$
|
12.92
|
|
|
$
|
11.32
|
|
|
$
|
10.02
|
|
|
$
|
9.81
|
|
|
$
|
9.02
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
|
Years Ended December 31,
|
|
(Dollars in thousands)
|
|
2019
|
|
|
2018
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
Total revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income
|
|
$
|
30,372
|
|
|
$
|
26,262
|
|
|
$
|
113,404
|
|
|
$
|
91,353
|
|
|
$
|
74,813
|
|
|
$
|
67,953
|
|
|
$
|
65,834
|
|
Total non-interest income
|
|
|
13,069
|
|
|
|
11,089
|
|
|
|
47,917
|
|
|
|
46,966
|
|
|
|
46,508
|
|
|
|
35,483
|
|
|
|
31,549
|
|
Less: net gain (loss) on the sale and call of debt securities
|
|
|
28
|
|
|
|
5
|
|
|
|
(70
|
)
|
|
|
310
|
|
|
|
77
|
|
|
|
33
|
|
|
|
1,428
|
|
Total revenue
|
|
$
|
43,413
|
|
|
$
|
37,346
|
|
|
$
|
161,391
|
|
|
$
|
138,009
|
|
|
$
|
121,244
|
|
|
$
|
103,403
|
|
|
$
|
95,955
|
|
BANK SEGMENT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
|
Years Ended December 31,
|
|
(Dollars in thousands)
|
|
2019
|
|
|
2018
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
Bank total revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income
|
|
$
|
30,911
|
|
|
$
|
26,801
|
|
|
$
|
115,455
|
|
|
$
|
93,380
|
|
|
$
|
76,727
|
|
|
$
|
69,899
|
|
|
$
|
66,841
|
|
Total non-interest income
|
|
|
2,905
|
|
|
|
2,181
|
|
|
|
11,042
|
|
|
|
9,864
|
|
|
|
9,470
|
|
|
|
5,873
|
|
|
|
6,449
|
|
Less: net gain (loss) on the sale and call of debt securities
|
|
|
28
|
|
|
|
5
|
|
|
|
(70
|
)
|
|
|
310
|
|
|
|
77
|
|
|
|
33
|
|
|
|
1,428
|
|
Bank total revenue
|
|
$
|
33,788
|
|
|
$
|
28,977
|
|
|
$
|
126,567
|
|
|
$
|
102,934
|
|
|
$
|
86,120
|
|
|
$
|
75,739
|
|
|
$
|
71,862
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank efficiency ratio:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-interest expense
|
|
$
|
19,021
|
|
|
$
|
15,786
|
|
|
$
|
67,190
|
|
|
$
|
59,073
|
|
|
$
|
52,676
|
|
|
$
|
47,186
|
|
|
$
|
43,115
|
|
Less: acquisition related items
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
45
|
|
Total non-interest expense, as adjusted (numerator)
|
|
$
|
19,021
|
|
|
$
|
15,786
|
|
|
$
|
67,190
|
|
|
$
|
59,073
|
|
|
$
|
52,676
|
|
|
$
|
47,186
|
|
|
$
|
43,070
|
|
Bank total revenue (denominator)
|
|
$
|
33,788
|
|
|
$
|
28,977
|
|
|
$
|
126,567
|
|
|
$
|
102,934
|
|
|
$
|
86,120
|
|
|
$
|
75,739
|
|
|
$
|
71,862
|
|
Bank efficiency ratio
|
|
|
56.30
|
%
|
|
|
54.48
|
%
|
|
|
53.09
|
%
|
|
|
57.39
|
%
|
|
|
61.17
|
%
|
|
|
62.30
|
%
|
|
|
59.93
|
%
|
INVESTMENT
MANAGEMENT SEGMENT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three
Months Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March
31,
|
|
|
Years
Ended December 31,
|
|
(Dollars
in thousands)
|
|
2019
|
|
|
2018
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
Investment
Management EBITDA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income
|
|
$
|
1,431
|
|
|
$
|
702
|
|
|
$
|
3,851
|
|
|
$
|
4,551
|
|
|
$
|
6,933
|
|
|
$
|
4,368
|
|
|
$
|
2,479
|
|
Interest
expense
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Income
tax expense
|
|
|
563
|
|
|
|
227
|
|
|
|
579
|
|
|
|
522
|
|
|
|
4,357
|
|
|
|
2,477
|
|
|
|
1,527
|
|
Depreciation
expense
|
|
|
125
|
|
|
|
125
|
|
|
|
502
|
|
|
|
497
|
|
|
|
165
|
|
|
|
78
|
|
|
|
33
|
|
Intangible
amortization expense
|
|
|
502
|
|
|
|
461
|
|
|
|
1,968
|
|
|
|
1,851
|
|
|
|
1,753
|
|
|
|
1,558
|
|
|
|
1,299
|
|
EBITDA
|
|
$
|
2,621
|
|
|
$
|
1,515
|
|
|
$
|
6,900
|
|
|
$
|
7,421
|
|
|
$
|
13,208
|
|
|
$
|
8,481
|
|
|
$
|
5,338
|
|
RISK FACTORS
An
investment in the depositary shares involves certain risks relating to the Series B preferred stock, the depositary shares
and the Company. You should carefully consider the risks described below and the risk factors included in our Annual Report
on Form 10-K for the year ended December 31, 2018, as well as the other information included or incorporated by reference in
this prospectus supplement and the accompanying prospectus, before making an investment decision. Our business, financial
condition or results of operations could be materially adversely affected by any of these risks. The risks and uncertainties
we describe herein are not the only ones facing us. Additional risks and uncertainties not presently known to us or that we
currently deem immaterial may also impair our business or operations. Any adverse effect on our business, financial condition
or operating results could result in a decline in the value of the depositary shares and the loss of all or part of your
investment.
You are making an investment
decision about both the depositary shares and the Series B preferred stock.
As described in
this prospectus supplement, we are issuing depositary shares representing fractional interests in shares of Series B preferred
stock. The depositary will rely solely on the payments it receives on the Series B preferred stock to fund all payments on the
depositary shares. You should carefully review the information in this prospectus supplement regarding both of these securities
before making an investment decision.
The Series B preferred stock
will be an equity security and will be subordinate to our existing and future indebtedness.
The
shares of Series B preferred stock will be equity interests and will not constitute indebtedness of ours. This means that the
depositary shares, which represent fractional interests in shares of Series B preferred stock, will rank junior to all our existing
and future indebtedness and our other non-equity claims with respect to assets available to satisfy claims against us, including
claims in the event of our liquidation.
As of March
31, 2019, our total liabilities were approximately $5.85 billion, and we may incur additional indebtedness in the future to
increase our capital resources. Additionally, if our capital ratios or the capital ratios of our banking subsidiary fall
below minimum ratios required by the Federal Reserve, we or our banking subsidiary could be required to raise additional
capital by making additional offerings of debt securities, including medium-term notes, senior or subordinated notes, or
other applicable securities. The Series B preferred stock places no restrictions on our business or operations or on our
ability to incur indebtedness or engage in any transactions, subject only to the limited voting rights referred to below in
“Risk Factors—Holders of the Series B preferred stock and the depositary shares will have limited voting
rights.” Further, our existing and future indebtedness may restrict the payment of dividends on the Series B preferred
stock.
Additional issuances of preferred
stock or securities convertible into preferred stock may further dilute existing holders of the depositary shares.
We may determine
that it is advisable, or we may encounter circumstances where we determine it is necessary, to issue additional shares of preferred
stock, securities convertible into, exchangeable for or that represent an interest in preferred stock, or preferred stock-equivalent
securities to fund strategic initiatives or other business needs or to build additional capital. Our board of directors is authorized
to cause us to issue one or more classes or series of preferred stock from time to time without any action on the part of the
shareholders, including issuing additional shares of Series B preferred stock or additional depositary shares. Our board of directors
also has the power, without shareholder approval, to set the terms of any such classes or series of preferred stock that may be
issued, including voting rights, dividend rights and preferences over the Series B preferred stock with respect to dividends or
upon our dissolution, winding-up and liquidation and other terms.
Although the affirmative vote
or consent of the holders of at least two-thirds of all outstanding shares of the Series B preferred stock is required to
authorize or issue any shares of capital stock senior in rights and preferences to the Series B preferred stock, if we issue
preferred stock in the future with voting rights that dilute the voting power of the Series B preferred stock or depositary
shares, the rights of holders of the depositary shares or the market price of the depositary shares could be adversely
affected. The market price of the depositary shares could decline as a result of these other offerings, as well as other
sales of a large block of depositary shares, Series B preferred stock or similar securities in the market thereafter, or the
perception that such sales could occur. Holders of the Series B preferred stock are not entitled to preemptive rights or
other protections against dilution.
The Series
B preferred stock may be junior in rights and preferences to our future preferred stock.
The Series B
preferred stock may rank junior to preferred stock issued in the future that by its terms is expressly senior in rights and
preferences to the Series B preferred stock, although the affirmative vote or consent of the holders of at least two-thirds
of all outstanding shares of the Series B preferred stock is required to authorize or issue any shares of stock senior in
rights and preferences to the Series B preferred stock. The terms of any future preferred stock expressly senior to the
Series B preferred stock may restrict dividend payments on the Series B preferred stock.
Dividends on the Series B preferred
stock are discretionary and non-cumulative.
Dividends on the
Series B preferred stock are discretionary and will not be cumulative. If our board of directors (or a duly authorized committee
of our board of directors) does not declare a dividend on the Series B preferred stock in respect of a Dividend Period, then no
dividend shall be payable on the applicable Dividend Payment Date, no dividend shall be deemed to have accumulated for such Dividend
Period, and we will have no obligation to pay any dividend for that Dividend Period at any time, whether or not our board of directors
(or a duly authorized committee of our board of directors) declares a dividend on the Series B preferred stock or any other class
or series of our capital stock for any future dividend period. Any declaration and payment of dividends on the Series B preferred
stock will depend upon, among other factors, our earnings and financial condition, liquidity and capital requirements, the general
economic and regulatory climate, our ability to service any equity or debt obligations senior to the Series B preferred stock,
dividend restrictions contained in our Credit Agreement (the “Credit Agreement”) with Texas Capital Bank, National
Association (“TCB”), other credit agreements and other factors deemed relevant by our board of directors. Consistent
with our growth initiatives, capital availability, projected liquidity needs and other factors, we have not paid dividends on
our common stock since inception. In addition, under the Federal Reserve’s capital rules, dividends on the Series B preferred
stock may only be paid out of our net income, retained earnings or surplus related to other additional Tier 1 capital instruments.
The historical levels of three-month
LIBOR are not an indication of the future levels of three-month LIBOR. In the past, the level of three-month LIBOR has experienced
significant fluctuations.
Historical levels,
fluctuations and trends of three-month LIBOR are not necessarily indicative of future levels. Any historical upward or downward
trend in three-month LIBOR is not an indication that three-month LIBOR is more or less likely to increase or decrease at any time
during the Floating Rate Period, and you should not take the historical levels of three-month LIBOR as an indication of its future
performance.
Holders of the Series B preferred
stock will have no rights against the publishers of LIBOR.
Holders
of the Series B preferred stock will have no rights against the publishers of LIBOR, even though the amount they receive on
each Dividend Payment Date after July 1, 2026 will depend upon the level of LIBOR. The publishers of LIBOR are not in
any way involved in this offering and have no obligations relating to the Series B preferred stock or the holders of the
Series B preferred stock.
Uncertainty relating to the
LIBOR calculation process and potential phasing out of LIBOR after 2021 may adversely affect the value of the Series B Preferred
Stock.
The chief
executive of the United Kingdom Financial Conduct Authority (“FCA”), which regulates LIBOR, announced in July
2017 that the FCA intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. It is not
possible to predict the effect of these changes, other reforms or the establishment of alternative reference rates in the
United Kingdom or elsewhere. While Intercontinental Exchange Inc., the company that administers LIBOR, plans to continue
publishing LIBOR, liquidity in the interbank markets that those LIBOR estimates are based upon has been declining.
Accordingly, there is considerable uncertainty regarding the publication of such rates beyond 2021. In April 2018, the
Federal Reserve Bank of New York, in conjunction with the Alternative Reference Rates Committee, a steering committee
comprised of large U.S. financial institutions, announced replacement of U.S. LIBOR with a new index calculated by
short-term repurchase agreements, backed by U.S. Treasury securities, called the Secured Overnight Financing Rate
(“SOFR”). The first publication of SOFR was released in April 2018. Whether or not SOFR attains market acceptance
as a LIBOR replacement remains in question and the future of LIBOR at this time is uncertain. The selection of SOFR as the
alternative reference rate currently presents certain market concerns, because a term structure for SOFR has not yet
developed, and there is not yet a generally accepted methodology for adjusting SOFR, which represents an overnight, risk-free
rate, so that it will be comparable to LIBOR, which has various tenors and reflects a risk component. Uncertainty as to the
nature of such potential changes, alternative reference rates or other reforms may adversely affect the trading market for
securities on which the interest or dividend is determined by reference to LIBOR, such as the Series B preferred stock
and the related depositary shares.
The Series B
preferred stock is perpetual. While the initial interest rate on the Series B preferred stock is fixed, interest will accrue
at an annual rate equal to three-month LIBOR plus a spread of basis
points per annum for each quarterly Dividend Period beginning July 1, 2026—after the date on which the
continuation of LIBOR on the current basis cannot and will not be guaranteed. As described under “Description of the
Series B Preferred Stock—Dividends,” if the calculation agent determines that three-month LIBOR has been
permanently discontinued or is no longer viewed as an acceptable benchmark for securities like the Series B preferred stock
and we notify the calculation agent of such determination (a “LIBOR Event”), the calculation agent will use, as
directed by us, as a substitute for three-month LIBOR (the “Alternative Rate”) for each future Dividend
Determination Date, the alternative reference rate selected by the central bank, reserve bank, monetary authority or any
similar institution (including any committee or working group thereof) that is consistent with market practice regarding a
substitute for LIBOR (which may, or may not, be SOFR). As part of such substitution, the calculation agent will, as directed
by us, make such adjustments to the Alternative Rate or the spread thereon, as well as the business day convention, Dividend
Determination Dates and related provisions and definitions (“Adjustments”), in each case that are consistent with
market practice for the use of such Alternative Rate. Notwithstanding the foregoing, if we determine that there is no
alternative reference rate selected by the central bank, reserve bank, monetary authority or any similar
institution (including any committee or working group thereof) that is consistent with market practice regarding a substitute
for three-month LIBOR, we may, in our sole discretion, appoint an independent financial advisor (“IFA”) to
determine an appropriate Alternative Rate and any Adjustments, and the decision of the IFA will be binding on us, the
calculation agent and the holders of Series B preferred stock. If on any Dividend Determination Date during the Floating Rate
Period (which may be the first Dividend Determination Date of the Floating Rate Period) a LIBOR Event has occurred prior to
such Dividend Determination Date and for any reason an Alternative Rate has not been determined or there is no such market
practice for the use of such Alternative Rate (and, in each case, an IFA has not determined an appropriate Alternative Rate
and Adjustments or an IFA has not been appointed) as of such Dividend Determination Date, then commencing on such Dividend
Determination Date the dividend rate, business day convention and manner of calculating dividends applicable during the Fixed
Rate Period will be in effect for the applicable Dividend Period and will remain in effect during the remainder of the
Floating Rate Period.
If three-month
LIBOR has been discontinued or is no longer an acceptable benchmark, we will have the discretion to direct the calculation agent
to use the appropriate Alternative Rate and to make related Adjustments consistent with market practice and, in certain circumstances,
to appoint an IFA to determine an appropriate Alternative Rate and any Adjustments. Our interests in making the foregoing determinations
or adjustments may be adverse to the interests of holders of the Series B preferred stock, and any of the foregoing determinations,
adjustments or actions by the calculation agent or the IFA, or the continuation of the dividend rate in effect during the Fixed
Rate Period in certain circumstances, could result in adverse consequences to the applicable dividend rate on Series B preferred
stock, which could have adverse effects on the returns on, value of, and market for Series B preferred stock.
The dividend rate
on the Series B preferred stock will vary beginning on July 1, 2026 and any dividends declared may be less than the initial
fixed annual rate in effect until July 1, 2026.
As described in
further detail under “Description of Series B Preferred Stock—Dividends” the annual dividend rate on the Series
B preferred stock commencing on July 1, 2026 will equal three-month LIBOR plus a spread of
basis points per annum, subject to potential adjustment as provided in clause (iii) of the definition of three-month LIBOR.
Therefore, any dividends declared on or after July 1, 2026 may vary from period to period and could be more or less than
the fixed rate for the initial period. We have no control over a number of factors that may affect market interest rates, including
geopolitical conditions and economic, financial, political, regulatory, judicial or other events that affect the markets generally
and that are important in determining the existence, magnitude and longevity of market rate risk.
Our ability to declare and pay
dividends is subject to statutory, regulatory and contractual restrictions.
We are
subject to statutory and regulatory limitations on our ability to declare and pay dividends on the Series B preferred stock.
In particular, dividends on the Series B preferred stock will be subject to our receipt of any required prior approval by the
Federal Reserve (if then required) and to the satisfaction of conditions set forth in the capital adequacy requirements of
the Federal Reserve applicable to dividends on the Series B preferred stock. Under the Federal Reserve’s capital rules,
dividends on the Series B preferred stock may only be paid out of our net income, retained earnings or surplus related to
other additional Tier 1 capital instruments. In addition, under our Credit Agreement with TCB, we are prohibited from paying
a dividend on Series B preferred stock unless (i) we are not in default, and payment of such dividend would not cause us to
be in default, under the Credit Agreement, (ii) such dividend, together with any dividends on our Series A preferred stock
and common stock, does not exceed, on an annual basis, 25% of the Company’s net income for the 12-month period ended on
the last day of the month immediately preceding the dividend payment, and (iii) we have demonstrated to TCB’s
satisfaction that after giving effect to such dividend payment, calculated on a pro forma basis as of the last day of the
quarter immediately preceding the date of the dividend payment, TriState Capital Holdings, Inc. and the Bank are in
compliance with certain financial covenants set forth in the Credit Agreement. Such financial covenants include, among other
things, requirements that (a) we and the Bank remain well-capitalized under the FDIC’s prompt corrective action
regulations, (b) we and the Bank maintain at least a 10.25% total risk-based capital ratio, (c) we and the Bank maintain at
least a 7.5% common equity Tier 1 capital ratio, (d) we maintain a non-performing assets to common equity Tier 1 capital
ratio of 20% or less, (e) we and the Bank maintain at least a 9% Tier 1 capital ratio, (f) we maintain at least $8,000,000 in
total liquid assets, as defined in the Credit Agreement, including at least $3,000,000 in cash or deposit account balances,
and (g) we have a net income of at least $5,000,000 and each of our subsidiaries has net income of greater than zero dollars,
as determined on the last day of any fiscal quarter, for the four quarters ending on such last day.
The Series B preferred stock
may be redeemed at our option, and you may not be able to reinvest the redemption price you receive in a similar security.
Subject to the
approval of the Federal Reserve (if then required), at our option, we may redeem the Series B preferred stock at any time, either
in whole or in part, for cash, on any Dividend Payment Date on or after July 1, 2024. We may also redeem the Series B preferred
stock at our option, subject to the approval of the Federal Reserve (if then required), at any time, in whole, but not in part,
within 90 days following the occurrence of a Regulatory Capital Treatment Event (as defined herein), such as a proposed change
in law or regulation after the initial issuance date with respect to whether the Series B preferred stock qualifies as an “additional
Tier 1 capital” instrument.
Although the terms
of the Series B preferred stock have been established at issuance to satisfy the criteria for “additional Tier 1 capital”
instruments consistent with Basel III as set forth in the joint final rulemaking issued in July 2013 by the Federal Reserve, the
FDIC and the Office of the Comptroller of the Currency, it is possible that the Series B preferred stock may not satisfy the criteria
set forth in future rulemakings or interpretations. As a result, a Regulatory Capital Treatment Event could occur whereby we would
have the right, subject to prior approval of the Federal Reserve (if then required), to redeem the Series B preferred stock in
accordance with its terms prior to July 1, 2024, or any date thereafter.
If we redeem the
Series B preferred stock for any reason, you may not be able to reinvest the redemption proceeds you receive in a similar security.
See “Description of Series B Preferred Stock—Redemption” for more information on redemption of the Series B
preferred stock.
Investors should not expect
us to redeem the Series B preferred stock on the date it becomes redeemable or on any particular date after it becomes redeemable.
The Series B preferred
stock is a perpetual equity security. This means that it has no maturity or mandatory redemption date and is not redeemable at
the option of the holders of the Series B preferred stock or the holders of the related depositary shares offered by this prospectus
supplement. The Series B preferred stock may be redeemed by us at our option, either in whole or in part, for cash, on any Dividend
Payment Date on or after July 1, 2024, or in whole, but not in part, at any time within 90 days of the occurrence of a
Regulatory Capital Treatment Event. Any decision we may make at any time to propose a redemption of the Series B preferred stock
will depend upon, among other things, our evaluation of our capital position, the composition of our shareholders’ equity
and general market conditions at that time.
In addition,
our right to redeem the Series B preferred stock is subject to limitations. Under the Federal Reserve’s current
risk-based capital guidelines applicable to bank holding companies, any redemption of the Series B preferred stock is subject
to prior approval of the Federal Reserve. We cannot assure you that the Federal Reserve will approve any redemption of the
Series B preferred stock that we may propose. There also can be no assurance that, if we propose to redeem the Series B
preferred stock without replacing such capital with common equity Tier 1 capital or additional Tier 1 capital instruments,
the Federal Reserve will authorize such redemption. We understand that the factors that the Federal Reserve will consider in
evaluating a proposed redemption, or a request that we be permitted to redeem the Series B preferred stock without replacing
it with common equity Tier 1 capital or additional Tier 1 capital instruments, include its evaluation of the overall level
and quality of our capital components, considered in light of our risk exposures, earnings and growth strategy, and other
supervisory considerations, although the Federal Reserve may change these factors at any time.
Furthermore, our ability to
redeem some or all of the shares of the Series B preferred stock is subject to the restrictions in our Credit Agreement and
may require TCB to consent to any such redemption, in TCB’s sole discretion, and TCB may not approve such
redemption.
We are a holding company and
depend on our subsidiaries for dividends, distributions and other payments.
We are a
legal entity separate and distinct from our banking and other subsidiaries. Our principal source of cash flow, including cash
flow to pay dividends to our shareholders and to pay principal and interest on our outstanding debt, is dividends from our
commercial banking subsidiary, TriState Capital Bank. There are statutory and regulatory limitations on the payment of
dividends by the Bank to us, as well as by us to our shareholders. Regulations of both the Federal Reserve and the
Pennsylvania Department of Banking and Securities affect the ability of the Bank to pay dividends and other distributions to
us and to make loans to us. If the Bank is unable to make dividend payments to us and sufficient cash or liquidity is not
otherwise available, we may not be able to make dividend payments to our common and preferred shareholders or principal and
interest payments on our outstanding debt.
In addition,
our right to participate in any distribution of assets of any of our subsidiaries upon the subsidiary’s liquidation or
otherwise, and thus your ability as a holder of the depositary shares each representing an interest in a share of the Series
B preferred stock to benefit indirectly from such distribution, will be subject to the prior claims of creditors of that
subsidiary, except to the extent that any of our claims as a creditor of such subsidiary may be recognized. As a result,
shares of the Series B preferred stock are effectively subordinated to all existing and future liabilities and obligations of
our subsidiaries. As of March 31, 2019, our subsidiaries’ total deposits and borrowings were approximately $5.71
billion.
If we defer payments on our
outstanding subordinated notes or are in default under the indentures governing those securities, we will be prohibited from making
distributions on or redeeming our Series B preferred stock.
The terms of our
outstanding subordinated notes prohibit us from declaring or paying any dividends or distributions on the Series B preferred stock,
or redeeming, purchasing, acquiring or making a liquidation payment on the Series B preferred stock, if an event of default under
the indenture governing those junior subordinated notes has occurred and is continuing, or at any time when we elect to defer
the payment of interest on those junior subordinated notes and while any such accumulated and unpaid interest remains unpaid.
We have subordinated
notes with $35.0 million of principal outstanding that mature on July 1, 2019. If we are unable to repay indebtedness then we
would be prevented from paying dividends on the Series B preferred stock. The need to allocate capital and liquidity needed to
pay the subordinated notes indebtedness could cause us to choose to forgo the payment of dividends on the Series B preferred stock.
Holders of the Series B preferred
stock and the depositary shares will have limited voting rights.
Holders of the
Series B preferred stock and, accordingly, holders of the depositary shares, will have no voting rights with respect to matters
that generally require the approval of our voting common shareholders. Holders of the Series B preferred stock will have voting
rights only with respect to (i) authorizing, creating or issuing any capital stock ranking senior to the Series B preferred stock
as to dividends or the distribution of assets upon liquidation, dissolution or winding up, or reclassifying any authorized capital
stock into any such shares of such capital stock or issuing any obligation or security convertible into or evidencing the right
to purchase any such shares of capital stock, (ii) amending, altering or repealing any provision of our Articles or the Articles
of Amendment, including by merger, consolidation or otherwise, so as to adversely affect the powers, preferences or special rights
of the Series B preferred stock, (iii) two directors, following non-payments of dividends for at least six quarterly Dividend
Periods, and (iv) as otherwise required by applicable law. See “Description of Series B Preferred Stock—Voting Rights.”
Holders of the
depositary shares must act through the depositary to exercise any voting rights of the Series B preferred stock. Although each
depositary share is entitled to 1/40th of a vote, the depositary can only vote whole shares of Series B preferred stock. While
the depositary will vote the maximum number of whole shares of Series B preferred stock in accordance with the instructions it
receives, any remaining fractional votes of holders of the depositary shares will not be voted. See “Description of Depositary
Shares—Voting.”
We cannot assure you that a
liquid trading market for our depositary shares will develop, and you may find it difficult to sell any of the depositary shares
you hold.
We have
filed an application to list the depositary shares on Nasdaq under the symbol “TSCBP.” If the application is
approved, trading of the depositary shares on Nasdaq is expected to begin within 30 days after the date of initial issuance
of the depositary shares. Even if the depositary shares are listed, there may be little or no secondary market for the
depositary shares. The underwriters have advised us that they intend to make a market in the depositary shares. However, they
are not obligated to do so and may discontinue any market making in the depositary shares at any time in their sole
discretion. Even if a secondary market for the depositary shares develops, it may not provide significant liquidity. We
cannot assure you that you will be able to sell any depositary shares you may hold at a particular time or at a price that
you find favorable.
General market conditions and
unpredictable factors could adversely affect market prices for the depositary shares.
Future trading prices of the depositary
shares will depend on many factors, including:
|
·
|
whether
we declare or fail to declare dividends on the Series B preferred stock from time to
time;
|
|
·
|
our
operating performance, financial condition and prospects, or the operating performance,
financial condition and prospects of our competitors;
|
|
·
|
the
ratings given to our securities by credit rating agencies, including the ratings given
to the Series B preferred stock;
|
|
·
|
prevailing
interest rates;
|
|
·
|
economic,
financial, geopolitical, regulatory or judicial events affecting us or the financial
markets generally; and
|
|
·
|
the
market for similar securities.
|
Accordingly, the
depositary shares may trade at a discount to the price per share paid for such shares even if a secondary market for the depositary
shares develops.
Our management has broad discretion
over the use of proceeds from this offering.
Our management
has significant flexibility in applying the proceeds that we receive from this offering. Although we have indicated our intent
to use the proceeds from this offering for general corporate purposes, potentially including repurchases of our common
stock, future acquisitions, our working capital needs and investments in our subsidiaries, our management retains significant
discretion with respect to the use of proceeds. The proceeds of this offering may be used in a manner which does not generate
a favorable return for us. We may use the proceeds to fund future acquisitions of other businesses and there can be no assurances
that any business we acquire would be successfully integrated into our operations or otherwise perform as expected.
An investment in the depositary
shares and the Series B preferred stock is not an insured deposit.
The
depositary shares and the Series B preferred stock are equity securities and are not bank deposits or savings accounts and,
therefore, are not insured against loss by the FDIC, any other deposit insurance fund or by any other public or private
entity. An investment in the depositary shares and the Series B preferred stock is inherently risky for the reasons described
in this “Risk Factors” section and elsewhere in this prospectus supplement, the accompanying prospectus and the
other information included or incorporated by reference in this prospectus supplement and the accompanying prospectus. As a
result, if you acquire the depositary shares and the Series B preferred stock, you may be at risk of losing some or all of
your investment.
A downgrade, suspension or withdrawal
of, or change in, the methodology used to determine any rating assigned by a rating agency to our securities, including the Series
B preferred stock, could cause the liquidity or trading price of the Series B preferred stock to decline significantly.
We expect a rating
to be assigned to the Series B preferred stock. Generally, rating agencies base their ratings on information, and such of their
investigative studies and assumptions, as they deem appropriate. Real or anticipated changes in the credit ratings assigned to
the Series B preferred stock generally could affect the trading price of the Series B preferred stock. Credit ratings are not
a recommendation to buy, sell or hold any security, and may be revised or withdrawn at any time by the issuing organization in
its sole discretion. In addition, credit rating agencies continually review their ratings for the companies that they follow.
The credit rating agencies also evaluate the financial services industry as a whole and may change their credit rating for us
and our securities, including the Series B preferred stock, based on their overall view of our industry.
We cannot be sure
that rating agencies will rate the Series B preferred stock or maintain their ratings once issued. Neither we nor any underwriter
undertakes any obligation to obtain a rating, maintain any rating once issued or advise holders of Series B preferred stock of
any change in ratings. A future downgrade or withdrawal, or the announcement of a possible downgrade or withdrawal, in the ratings
assigned to the Series B preferred stock, us or our other securities, or any perceived decrease in our creditworthiness, could
cause the trading price of the Series B preferred stock to decline significantly.
U.S. corporate holders of depositary
shares may be unable to use the dividends-received deduction.
Payments on the Series B
preferred stock underlying the depositary shares will be treated as dividends for U.S. federal income tax purposes to the
extent paid out of our current or accumulated earnings and profits, and may be eligible for the dividends-received deduction
if paid to corporate U.S. holders. Any payments on the depositary shares in excess of our current and accumulated earnings
and profits will be treated first as a return of capital reducing holders’ tax basis in the Series B preferred stock,
and then, to the extent in excess of such tax basis, as gain from the sale or exchange of the Series B preferred stock. A
reduction in the basis of the Series B preferred stock would increase any gain or reduce any loss realized on the subsequent
sale, redemption or other disposition of the Series B preferred stock. Any payments on the Series B preferred stock treated
as a return of capital, or any gain recognized by a corporate U.S. holder on the deemed or actual sale or exchange of the
Series B preferred stock, would not be eligible for the dividends-received deduction.
Although we presently
have accumulated earnings and profits, we may not have sufficient current or accumulated earnings and profits during future fiscal
years for the distributions on the Series B preferred stock underlying the depositary shares to qualify as dividends for U.S.
federal income tax purposes. If any distributions on the shares of Series B preferred stock underlying the depositary shares with
respect to any fiscal year are not eligible for the dividends-received deduction because of insufficient current or accumulated
earnings and profits, the market value for the depositary shares may decline.
USE OF PROCEEDS
We estimate that
the net proceeds for this offering will be approximately $ million,
or approximately $ million if the underwriters exercise their option
to purchase additional depositary shares in full, in each case after deducting underwriting discounts and commissions and estimated
offering expenses. We intend to use the net proceeds of this offering of depositary shares for general corporate purposes, potentially
including repurchases of our common stock, future acquisitions, our working capital needs and investments in our subsidiaries.
The net proceeds may be invested temporarily in cash or short-term marketable securities until they are applied.
CAPITALIZATION
The following table sets forth our
capitalization as of:
|
·
|
March
31, 2019 on an actual basis; and
|
|
·
|
March
31, 2019 on an as-adjusted basis, to give effect to the sale of depositary shares, each
representing a 1/40th ownership interest in a share of our % Fixed-to-Floating Rate Series
B Non-Cumulative Perpetual Preferred Stock, no par value, and after deducting underwriting
discounts and commissions and estimated offering expenses (but excluding the underwriters’
option to purchase additional depositary shares).
|
|
|
As of March 31, 2019
|
|
|
|
|
|
|
As-
|
|
|
|
Actual
|
|
|
Adjusted
|
|
|
|
(Dollars in thousands except
|
|
|
|
per-share data)
|
|
Cash and cash equivalents
|
|
$
|
243,911
|
|
|
|
|
|
Long-term debt
|
|
|
|
|
|
|
|
|
Subordinated debt
|
|
$
|
34,966
|
|
|
$
|
34,966
|
|
Long-term debt
|
|
$
|
34,966
|
|
|
$
|
34,966
|
|
|
|
|
|
|
|
|
|
|
Shareholders’ equity
|
|
|
|
|
|
|
|
|
Preferred stock, no par value; shares authorized – 150,000
6.75% Fixed-to-Floating Rate Series A Non-Cumulative
|
|
|
|
|
|
|
|
|
Perpetual Preferred Stock, liquidation preference
$1,000 per share;
shares issued – 40,250 (actual and as adjusted)
|
|
$
|
38,468
|
|
|
$
|
38,468
|
|
%
Fixed-to-Floating Rate Series B Non-Cumulative
|
|
|
|
|
|
|
|
|
Perpetual Preferred Stock, liquidation preference $1,000 per share;
shares issued – none (actual), (as adjusted)
|
|
|
—
|
|
|
|
|
|
Common stock, no par value;
shares authorized – 45,000,000;
|
|
|
|
|
|
|
|
|
shares issued – 31,386,743 (actual and as adjusted);
shares outstanding – 29,351,833 (actual and as adjusted)
|
|
|
293,697
|
|
|
|
293,697
|
|
Additional paid-in capital
|
|
|
16,940
|
|
|
|
16,940
|
|
Retained earnings
|
|
|
177,894
|
|
|
|
177,894
|
|
Accumulated other comprehensive income (loss), net
|
|
|
502
|
|
|
|
502
|
|
Treasury stock – 2,034,910 shares
|
|
|
(30,944
|
)
|
|
|
(30,944
|
)
|
Total shareholders’ equity
|
|
|
496,557
|
|
|
|
|
|
Total capitalization
|
|
$
|
531,523
|
|
|
$
|
|
|
DESCRIPTION OF SERIES B PREFERRED
STOCK
The
following description summarizes the material terms of the Series B preferred stock, and supplements the description of the general
terms and provisions of our serial preferred stock set forth under “Description of Preferred Stock” beginning on page
10 of the accompanying prospectus.
The
following summary of the terms and provisions of the Series B preferred stock does not purport to be complete and is
qualified in its entirety by reference to the relevant sections of the Articles, which we have previously filed with the SEC,
and the Articles of Amendment, which will be included as an exhibit to documents that we file with the SEC. If any
information regarding the Series B preferred stock contained in the Articles or the Articles of Amendment is inconsistent
with the information in this prospectus supplement or the accompanying prospectus, the information in the Articles or
Articles of Amendment, as applicable, will apply and supersede information in this prospectus supplement and the accompanying
prospectus.
General
The Articles authorize
us to issue 150,000 shares of preferred stock, no par value, in one or more series, and our board of directors is authorized to
fix the number of shares of each series and determine the rights, designations, preferences, privileges, limitations and restrictions
of any such series.
On March 20,
2018, we issued an aggregate of 1,400,000 depositary shares, each representing a 1/40th interest in a share of 6.75%
Fixed-to-Floating Rate Series A Non-Cumulative Perpetual Preferred Stock (“Series A preferred stock”), no par
value, with a liquidation preference of $1,000 per share of the Series A preferred stock. On March 23, 2018, pursuant to the
exercise in full of the underwriters’ option to purchase additional depositary shares, we issued an aggregate of
210,000 depositary shares, each representing a 1/40th interest in a share of Series A preferred stock. Together, the Series A
preferred stock have an aggregate liquidation preference of $40.25 million, and all of the issued shares of Series A
preferred stock are outstanding as of the date of this prospectus supplement. Holders of the Series A preferred stock are
entitled to receive, when, as, and if declared by our board of directors (or a duly authorized committee of our board of
directors), out of assets legally available under applicable law for payment, non-cumulative cash dividends at a rate equal
to 6.75% per annum (equivalent to $1.6875 per depositary share per annum), for each quarterly Dividend Period (as defined
below) occurring from, and including, the original issue date of the Series A preferred stock to, but excluding, April 1,
2023, and thereafter, three-month LIBOR plus a spread of 398.5 basis points per annum, for each quarterly dividend period
beginning April 1, 2023. The rights and preferences of the Series A preferred stock are substantially the same as the Series
B preferred stock.
The
“ % Fixed-to-Floating Rate Series B Non-Cumulative Perpetual
Preferred Stock” will be designated as one series of our authorized preferred stock. We are offering
depositary shares, each representing a 1/40th interest in a share of
Series B preferred stock, or shares Series B preferred stock in the aggregate (or depositary shares, representing shares of
Series B preferred stock if the underwriters exercise in full their option to purchase additional depositary shares from
us.). The Series B preferred stock, upon issuance against full payment of the purchase price for the depositary shares, will
be fully paid and nonassessable. We may from time to time, without notice to or the consent of holders of the Series B
preferred stock, issue additional shares of Series B preferred stock, provided that if the additional shares are not fungible
for U.S. federal income tax purposes with the initial shares of such series, the additional shares shall be issued under a
separate CUSIP number. The additional shares would form a single series together with all previously issued shares of Series
B preferred stock. In the event we issue additional shares of Series B preferred stock, we will cause a corresponding number
of additional depositary shares to be issued.
The depositary
will initially be the sole holder of the Series B preferred stock. The holders of depositary shares will be required to exercise
their proportional rights in the shares of Series B preferred stock through the depositary, as described in “Description
of Depositary Shares” in this prospectus supplement.
Ranking
With respect to
the payment of dividends and distributions upon our liquidation, dissolution or winding up, the Series B preferred stock will
rank (i) senior to our common stock and any other class or series of preferred stock that by its terms ranks junior to the Series
B preferred stock, (ii) equally with our Series A preferred stock and any future series of preferred stock the terms of which
expressly provide that it will rank equally with the Series B preferred stock with respect to dividends and distributions, and
(iii) junior to all existing and future indebtedness and other liabilities and any class or series of preferred stock that expressly
provides in the Articles of Amendment creating such preferred stock that such series ranks senior to the Series B preferred stock
(subject to any requisite consents prior to issuance).
The Series B preferred
stock will not be convertible into, or exchangeable for, shares of any other class or series of our capital stock or other securities
and will not be subject to any sinking fund or other obligation to redeem or repurchase the Series B preferred stock. The preferred
stock is not secured, is not guaranteed by us or any of our affiliates and is not subject to any other arrangement that legally
or economically enhances the ranking of the Series B preferred stock.
Dividends
Holders of the
Series B preferred stock will be entitled to receive, only when, as, and if declared by our board of directors (or a duly authorized
committee of our board of directors), out of assets legally available under applicable law for payment, non-cumulative cash dividends
based on the liquidation preference of $1,000 per share of Series B preferred stock, and no more, at a rate equal to
% per annum (equivalent to $ per depositary share per annum), for each
quarterly Dividend Period occurring from, and including, the original issue date of the Series B preferred stock to, but excluding,
July 1, 2026 (the “Fixed Rate Period”), and thereafter, three-month LIBOR plus a spread of
basis points per annum, subject to potential adjustment as provided in clause (iii) of the definition of three-month LIBOR, for
each quarterly Dividend Period beginning July 1, 2026 (the “Floating Rate Period”). A “Dividend Period”
means the period from, and including, each Dividend Payment Date (as defined below) to, but excluding, the next succeeding Dividend
Payment Date, except for the initial Dividend Period, which will be the period from, and including, the issue date of the shares
of Series B preferred stock to, but excluding, the next succeeding Dividend Payment Date.
When, as,
and if declared by our board of directors (or a duly authorized committee of our board of directors), we will pay cash
dividends on the Series B preferred stock quarterly, in arrears, on January 1, April 1, July 1 and October
1 of each year (each such date, a “Dividend Payment Date”), beginning on July 1, 2019. We will pay
cash dividends to the holders of record of shares of the Series B preferred stock as they appear on our stock register on the
applicable record date, which shall be the fifteenth calendar day before that Dividend Payment Date or such other record date
fixed by our board of directors (or a duly authorized committee of the board of directors) that is not more than 60 nor less
than 10 days prior to such Dividend Payment Date.
If any Dividend
Payment Date on or prior to July 1, 2026 is a day that is not a Business Day (as defined below), then the dividend with
respect to that Dividend Payment Date will instead be paid on the immediately succeeding Business Day, without interest or other
payment in respect of such delayed payment. If any Dividend Payment Date after July 1, 2026 is a day that is not a Business
Day, then the Dividend Payment Date will be the immediately succeeding Business Day unless such day falls in the next calendar
month, in which case the Dividend Payment Date will instead be the immediately preceding day that is a Business Day, and dividends
will accumulate to the Dividend Payment Date as so adjusted. A “Business Day” for the Fixed Rate Period means any
weekday in New York, New York that is not a day on which banking institutions in that city are authorized or required by law,
regulation or executive order to be closed. A “Business Day” for the Floating Rate Period means any weekday in New
York, New York that is not a day on which banking institutions in that city are authorized or required by law, regulation or executive
order to be closed, and additionally, is a London Banking Day (as defined below).
We will
calculate dividends on the Series B preferred stock for the Fixed Rate Period on the basis of a 360- day year of twelve
30-day months. We will calculate dividends on the Series B preferred stock for the Floating Rate Period on the basis of the
actual number of days in a Dividend Period and a 360-day year. Dollar amounts resulting from that calculation will be rounded
to the nearest cent, with one-half cent being rounded upward. Dividends on the Series B preferred stock will cease to
accumulate after the redemption date, as described below under “—Redemption,” unless we default in the
payment of the redemption price of the shares of the Series B preferred stock called for redemption.
Dividends on
the Series B preferred stock will not be cumulative or mandatory. If our board of directors (or a duly authorized committee
of our board of directors) does not declare a dividend on the Series B preferred stock for, or our board of directors
authorizes and we declare less than a full dividend in respect of, any Dividend Period, the holders will have no right to
receive any dividend or a full dividend, as the case may be, for the Dividend Period, and we will have no obligation to pay a
dividend or to pay full dividends for that Dividend Period at any time, whether or not dividends on the Series B preferred
stock or any other series of our preferred stock or common stock are declared for any future Dividend Period.
Dividends on the
Series B preferred stock will accumulate from the issue date at the then-applicable dividend rate on the liquidation preference
amount of $1,000 per share (equivalent to $25 per depositary share). If we issue additional shares of the Series B preferred stock,
dividends on those additional shares will accumulate from the issue date of those additional shares at the then-applicable dividend
rate.
The dividend
rate for each Dividend Period in the Floating Rate Period will be determined by the calculation agent using three-month LIBOR
as in effect on the second London Banking Day prior to the beginning of the Dividend Period, which date is the
“Dividend Determination Date” for the relevant Dividend Period. The calculation agent then will add three-month
LIBOR as determined on the Dividend Determination Date and the applicable spread. Once the dividend rate for the Series B
preferred stock is determined, the calculation agent will deliver that information to us and the transfer agent for us.
Absent manifest error, the determination by the calculation agent or, for the avoidance of doubt, by the IFA in clause (iii)
below, of the dividend rate for a Dividend Period for the Series B preferred stock will be final. A “London Banking
Day” is any day on which commercial banks are open for dealings in deposits in U.S. dollars in the London interbank
market.
The term “three-month
LIBOR” means, for each Dividend Determination Date related to the Floating Rate Period, the rate determined by the calculation
agent as follows:
(i) the London interbank offered rate for deposits
in U.S. dollars for a three month period, as that rate appears on Reuters screen page “LIBOR01” (or any successor
or replacement page) at approximately 11:00 a.m., London time, on the relevant Dividend Determination Date.
(ii) If
no offered rate appears on Reuters screen page “LIBOR01” (or any successor or replacement page) on the relevant
Dividend Determination Date at approximately 11:00 a.m., London time, then the calculation agent, in consultation with us,
will select four major banks in the London interbank market and will request each of their principal London offices to
provide a quotation of the rate at which three-month deposits in U.S. dollars in amounts of at least $1,000,000 are offered
by it to prime banks in the London interbank market, on that date and at that time. If at least two quotations are provided,
three-month LIBOR will be the arithmetic average (rounded upward if necessary to the nearest .00001 of 1%) of the quotations
provided. Otherwise, the calculation agent in consultation with us will select three major banks in New York City and will
request each of them to provide a quotation of the rate offered by it at approximately 11:00 a.m., New York City time, on the
Dividend Determination Date for loans in U.S. dollars to leading European banks for a three-month period for the applicable
Dividend Period in an amount of at least $1,000,000. If three quotations are provided, three-month LIBOR will be the
arithmetic average of the quotations provided. Otherwise, if a LIBOR Event (as defined below) has not occurred, three-month
LIBOR for the next Dividend Period will be equal to three-month LIBOR
in effect for the then current Dividend
Period or, in the case of the first Dividend Period in the Floating Rate Period, the most recent rate on which three-month LIBOR
could have been determined in accordance with the first sentence of this paragraph had the dividend rate been a floating rate
during the Fixed Rate Period.
(iii) Notwithstanding
clauses (i) and (ii) above, if we, in our sole discretion, determine on the relevant Dividend Determination Date that the
three-month LIBOR has been permanently discontinued or is no longer viewed as an acceptable benchmark for securities like the
Series B preferred stock, and we have notified the calculation agent (if it is not us) of such determination (a “LIBOR
Event”), then the calculation agent will use, as directed by us, as a substitute or successor base rate (the
“Alternative Rate”) for each future Dividend Determination Date the alternative reference rate selected by the
central bank, reserve bank, monetary authority or any similar institution (including any committee or working group thereof)
that is consistent with market practice regarding a substitute for the three-month LIBOR. As part of such substitution, the
calculation agent will, as directed by us, make such adjustment to the Alternative Rate or the spread thereon, as well as the
business day convention, the Dividend Determination Date and related provisions and definitions
(“Adjustments”),
in each case that are
consistent with market practice for the use of such Alternative Rate. Notwithstanding the foregoing, if we determine that
there is no alternative reference rate selected by the central bank, reserve bank, monetary authority or any similar
institution (including any committee or working group thereof) that is consistent with market practice regarding a substitute
for three-month LIBOR, we may, in our sole discretion, appoint an independent financial advisor (“IFA”) to
determine an appropriate Alternative Rate and any Adjustments, and the decision of the IFA will be binding on us, the
calculation agent and the holders of the Series B preferred stock. If on any Dividend Determination Date during the Floating
Rate Period (which may be the first Dividend Determination Date of the Floating Rate Period) a LIBOR Event has occurred prior
to such Dividend Determination Date and for any reason an Alternative Rate has not been determined or there is no such market
practice for the use of such Alternative Rate (and, in each case, an IFA has not determined an appropriate Alternative Rate
and Adjustments or an IFA has not been appointed) as of such Dividend Determination Date, then commencing on such Dividend
Determination Date the dividend rate, business day convention and manner of calculating dividends applicable during the Fixed
Rate Period will be in effect for the applicable Dividend Period and will remain in effect during the remainder of the
Floating Rate Period.
Priority Regarding Dividends
During a Dividend Period, so long
as any share of Series B preferred stock remains outstanding,
(
1) no dividend
will be declared and paid or set aside for payment and no distribution will be declared and made or set aside for payment on any
Junior Stock (as defined below) (other than a dividend payable solely in shares of Junior Stock or any dividend in connection
with the implementation of a shareholder rights plan or the redemption or repurchase of any rights under such a plan, including
with respect to any successor shareholder rights plan);
(
2) no shares
of Junior Stock will be repurchased, redeemed, or otherwise acquired for consideration by us, directly or indirectly (other than
as a result of a reclassification of Junior Stock for or into other Junior Stock, or the exchange for or conversion into Junior
Stock, through the use of the proceeds of a substantially contemporaneous sale of other shares of Junior Stock or pursuant to
a contractually binding requirement to buy Junior Stock pursuant to a binding stock repurchase plan existing prior to the most
recently completed Dividend Period), nor will any monies be paid to or made available for a sinking fund for the redemption of
any such securities by us; and
(3) no
shares of Parity Stock (as defined below) will be repurchased, redeemed or otherwise acquired for consideration by us (other
than pursuant to pro rata offers to purchase all, or a pro rata portion, of the Series B preferred stock and such Parity
Stock, through the use of the proceeds of a substantially contemporaneous sale of other shares of Parity Stock or Junior
Stock, as a result of a reclassification of Parity Stock for or into other Parity Stock, or by conversion into or exchange
for other Parity Stock or Junior Stock),
unless, in each case of clauses
(1), (2) and (3) above, the full dividends for the most recently completed Dividend Period on all outstanding shares of the
Series B preferred stock have been declared and paid in full or declared and a sum sufficient for the payment of those
dividends has been set aside. The foregoing limitations do not apply to purchases or acquisitions of our Junior Stock
pursuant to any employee or director incentive or benefit plan or arrangement (including any of our employment, severance, or
consulting agreements) of ours or of any of our subsidiaries adopted before or after the date of this prospectus
supplement.
Except as
provided below, for so long as any share of Series B preferred stock remains outstanding, we will not declare, pay, or set
aside for payment full dividends on any Parity Stock unless we have paid in full, or set aside payment in full, in respect of
all accumulated dividends for all Dividend Periods for outstanding shares of preferred stock. To the extent that we declare
dividends on the Series B preferred stock and on any Parity Stock but cannot make full payment of such declared dividends, we
will allocate the dividend payments on a pro rata basis among the holders of the shares of Series B preferred stock and the
holders of any Parity Stock then outstanding. For purposes of calculating the pro rata allocation of partial dividend
payments, we will allocate dividend payments based on the ratio between the then current and unpaid dividend payments due on
the shares of Series B preferred stock and (1) in the case of cumulative Parity Stock, the aggregate of the accumulated and
unpaid dividends due on any such Parity Stock, and (2) in the case of non-cumulative Parity Stock, the aggregate of the
declared but unpaid dividends due on any such Parity Stock. No interest will be payable in respect of any dividend payment on
Series B preferred stock that may be in arrears.
As used in this
prospectus supplement, “Junior Stock” means our common stock and any other class or series of our capital stock over
which the Series B preferred stock has preference or priority in the payment of dividends or in the distribution of assets on
our liquidation, dissolution or winding up, and “Parity Stock” means any other class or series of our capital stock
that ranks equally with the Series B preferred stock in the payment of dividends and in the distribution of assets on our liquidation,
dissolution or winding up, which includes the Series A preferred stock and any other class or series of our stock hereafter authorized
the terms of which expressly provide that it ranks equally with the Series B preferred stock in the payment of dividends and in
the distribution of assets on our liquidation, dissolution or winding up.
Subject to the
conditions described above, and not otherwise, dividends (payable in cash, stock, or otherwise), as may be determined by our board
of directors (or a duly authorized committee of our board of directors), may be declared and paid on our common stock and any
Junior Stock from time to time out of any funds legally available for such payment, and the holders of the Series B preferred
stock will not be entitled to participate in those dividends.
Liquidation Rights
Upon our
voluntary or involuntary liquidation, dissolution or winding up, the holders of the outstanding shares of Series B preferred
stock are entitled to be paid out of our assets legally available for distribution to our shareholders, before any
distribution of assets is made to holders of common stock or any other Junior Stock, a liquidating distribution in the amount
of a liquidation preference of $1,000 per share (equivalent to $25 per depositary share), plus the sum of any declared and
unpaid dividends for prior Dividend Periods prior to the Dividend Period in which the liquidation distribution is made and
any declared and unpaid dividends for the then current Dividend Period in which the liquidation distribution is made to the
date of such liquidation distribution. After payment of the full amount of the liquidating distributions to which they are
entitled, the holders of Series B preferred stock will have no right or claim to any of our remaining assets.
Distributions
will be made only to the extent that our assets are available after satisfaction of all liabilities to depositors, and creditors
and subject to the rights of holders of any securities ranking senior to the Series B preferred stock. If our remaining assets
are not sufficient to pay the full liquidating distributions to the holders of all outstanding Series B preferred stock and all
Parity Stock, then we will distribute our assets to those holders pro rata in proportion to the full liquidating distributions
to which they would otherwise have received.
Our merger or
consolidation with one or more other entities or the sale, lease, exchange or other transfer of all or substantially all of our
assets (for cash, securities or other consideration) will not be deemed to be a voluntary or involuntary liquidation, dissolution
or winding up. If we enter into any merger or consolidation transaction with or into any other entity and we are not the surviving
entity in such transaction, the Series B preferred stock may be converted into shares of the surviving or successor corporation
or the direct or indirect parent of the surviving or successor corporation having terms identical to the terms of the Series B
preferred stock set forth in this prospectus supplement and the accompanying prospectus.
Because we are
a holding company, our rights and the rights of our creditors and our shareholders, including the holders of the Series B preferred
stock, to participate in the distribution of assets of any of our subsidiaries upon that subsidiary’s voluntary or involuntary
liquidation, dissolution or winding up will be subject to the prior claims of that subsidiary’s creditors, except to the
extent that we are a creditor with recognized claims against that subsidiary. In addition, holders of the Series B preferred stock
(and of depositary shares representing the Series B preferred stock) may be fully subordinated to interests held by the U.S. Government
in the event we enter into a receivership, insolvency, liquidation or similar proceeding.
Conversion Rights
The Series B preferred
stock is not convertible into or exchangeable for any other of our property, interests or securities.
Redemption
The Series B preferred
stock is not subject to any mandatory redemption, sinking fund or other similar provision.
Neither the holders
of Series B preferred stock nor the holders of the related depositary shares have the right to require the redemption or repurchase
of the Series B preferred stock. In addition, under the Federal Reserve risk-based capital rules applicable to bank holding companies,
any redemption of the Series B preferred stock is subject to prior approval of the Federal Reserve.
Optional Redemption
We may redeem
the Series B preferred stock, in whole or in part, at our option, on any Dividend Payment Date on or after July 1, 2024,
with not less than 30 days’ and not more than 60 days’ notice (“Optional Redemption”), subject to the
approval of the appropriate federal banking agency, at the redemption price provided below. Dividends will not accumulate on those
shares of Series B preferred stock on and after the redemption date.
Redemption Following
a Regulatory Capital Event
We may redeem
the Series B preferred stock, in whole but not in part, at our option, for cash, at any time within 90 days following a Regulatory
Capital Treatment Event, subject to the approval of the appropriate federal banking agency, at the redemption price provided below
(“Regulatory Event Redemption”). A “Regulatory Capital Treatment Event” means a good faith determination
by us that, as a result of any:
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amendment
to, clarification of, or change (including any announced prospective change) in, the
laws or regulations of the United States or any political subdivision of or in the United
States that is enacted or becomes effective after the initial issuance of the Series
B preferred stock;
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proposed
change in those laws or regulations that is announced or becomes effective after the
initial issuance of the Series B preferred stock; or
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official
administrative decision or judicial decision or administrative action or other official
pronouncement interpreting or applying those laws or regulations that is announced or
becomes effective after the initial issuance of the Series B preferred stock;
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there is more than an insubstantial
risk that we will not be entitled to treat the full liquidation value of the Series B preferred stock then outstanding as “Tier
1 Capital” (or its equivalent) for purposes of the capital adequacy laws or regulations of the Federal Reserve (or, as and
if applicable, the capital adequacy laws or regulations of any successor appropriate federal banking agency), as then in effect
and applicable, for as long as any share of Series B preferred stock is outstanding. Dividends will not accumulate on the shares
of Series B preferred stock on and after the redemption date.
Redemption Price
The
redemption price for any redemption of Series B preferred stock, whether an Optional Redemption or Regulatory Event Redemption,
will be equal to $1,000 per share of Series B preferred stock (equivalent to $25 per depositary share), plus any declared and
unpaid dividends (without regard to any undeclared dividends) to, but excluding, the date of redemption.
Redemption Procedures
If we elect
to redeem any shares of Series B preferred stock, we will provide notice to the holders of record of the shares of Series B
preferred stock to be redeemed, not less than 30 days and not more than 60 days before the date fixed for redemption thereof
(provided, however, that if the shares of Series B preferred stock or the depositary shares representing the shares of Series
B preferred stock are held in book-entry form through DTC, we may give this notice in any manner permitted by DTC). Any
notice given as provided in this paragraph will be conclusively presumed to have been duly given, whether or not the holder
receives this notice, and any defect in this notice or in the provision of this notice, to any holder of shares of Series B
preferred stock designated for redemption will not affect the redemption of any other shares of Series B preferred stock.
Each notice of redemption shall state:
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if
fewer than all shares of Series B preferred stock are to be redeemed, the number of shares
of Series B preferred stock to be redeemed; and
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the
manner in which holders of Series B preferred stock called for redemption may obtain
payment of the redemption price in respect to those shares.
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If notice of
redemption of any shares of Series B preferred stock has been given and if the funds necessary for such redemption have been
set aside by us in trust for the benefit of the holders of any shares of Series B preferred stock so called for redemption,
then from and after the redemption date such shares of Series B preferred stock will no longer be deemed outstanding, all
dividends with respect to such shares of Series B preferred stock shall cease to accumulate after the redemption date and all
rights of the holders of such shares will terminate, except the right to receive the redemption price, without
interest.
In the case of
any redemption of only part of the Series B preferred stock at the time outstanding, the shares of Series B preferred stock to
be redeemed will be selected either pro rata or by lot or in such other manner as our board of directors (or a duly authorized
committee of our board of directors) determines to be fair and equitable and permitted by the rules of any stock exchange on which
the Series B preferred stock is listed. Subject to the provisions set forth in this prospectus supplement and the accompanying
prospectus, the board of directors (or a duly authorized committee of our board of directors) will have the full power and authority
to prescribe the terms and conditions upon which shares of Series B preferred stock may be redeemed from time to time.
Voting Rights
Registered owners
of Series B preferred stock will not have any voting rights, except as set forth below or as otherwise required by applicable
law. To the extent that owners of Series B preferred stock are entitled to vote, each holder of Series B preferred stock will
have one vote per share.
Whenever
dividends payable on the Series B preferred stock or any other class or series of preferred stock ranking equally with the
Series B preferred stock, including the Series A preferred stock, as to payment of dividends, and upon which voting rights
equivalent to those described in this paragraph have been conferred and are exercisable, have not been declared and paid in
an aggregate amount equal to, as to any class or series, the equivalent of at least six quarterly Dividend Periods, whether
or not for consecutive Dividend Periods (a “Nonpayment”), the holders of outstanding shares of the Series B
preferred stock voting as a class with holders of shares of any other series of our preferred stock ranking equally with the
Series B preferred stock, including the Series A preferred stock, as to payment of dividends, and upon which like voting
rights have been conferred and are exercisable (“Voting Parity Stock”), will be entitled to vote for the election
of two additional directors of our board of directors on the terms set forth below (and to fill any vacancies in the terms of
such directorships) (the “Preferred Stock Directors”). Holders of all series of Voting Parity Stock will vote as
a single class. In the event that the holders of the shares of the Series B preferred stock are entitled to vote as described
in this paragraph, the number of members of our board of directors at the time will be increased by two directors, and the
holders of the Series B preferred stock will have the right, as members of that class, as outlined above, to elect two
directors at a special meeting called at the request of the holders of record of at least 20% of the aggregate voting power
of the Series B preferred stock or any other series of Voting Parity Stock (unless such request is received less than 90 days
before the date fixed for our next annual or special meeting of the shareholders, in which event such election shall be held
at such next annual or special meeting of the shareholders), provided that the election of any Preferred Stock Directors
shall not cause us to violate the corporate governance requirements of the Nasdaq Global Select Market (or any other exchange
on which our securities may at such time be listed) that listed companies must have a majority of independent directors, and
provided further that at no time shall our board of directors include more than two Preferred Stock Directors.
When we have paid
full dividends on the Series B preferred stock for the equivalent of at least four Dividend Periods following a Nonpayment, the
voting rights described above will terminate, except as expressly provided by law. The voting rights described above are subject
to re-vesting upon each and every subsequent Nonpayment.
Upon termination
of the right of the holders of the Series B preferred stock and Voting Parity Stock to vote for Preferred Stock Directors as described
above, the term of office of all Preferred Stock Directors then in office elected by only those holders will terminate immediately.
Whenever the term of office of the Preferred Stock Directors ends and the related voting rights have expired, the number of directors
automatically will be decreased to the number of directors as otherwise would prevail. Any Preferred Stock Director may be removed
at any time by the holders of record of a majority of the outstanding shares of the Series B preferred stock (together with holders
of any Voting Parity Stock) when they have the voting rights described in this prospectus supplement and the accompanying prospectus.
Under regulations
adopted by the Federal Reserve, if the holders of any series of preferred stock are or become entitled to vote for the election
of directors, such series will be deemed a class of voting securities and a company holding 25% or more of the series, or that
is deemed to exercise a “controlling influence” over us, will be subject to regulation as a bank holding company under
the Bank Holding Company Act of 1956, as amended (“BHC Act”). In addition, at the time the series is deemed a class
of voting securities, any other bank holding company will be required to obtain the prior approval of the Federal Reserve under
the BHC Act to acquire or retain 5% or more of that series. Any other person (other than a bank holding company) may be required
to enter into passivity or anti-association commitments with the Federal Reserve if it owns 5% or more and less than 25% of that
series and will be required to obtain the non-objection of the Federal Reserve under the Change in Bank Control Act of 1978, as
amended, to acquire or retain 10% or more of that series.
So long as any
shares of preferred stock remain outstanding, we will not, without the affirmative vote or consent of holders of at least 66 2/3%
in voting power of the Series B preferred stock and any Voting Parity Stock, voting together as a class, authorize, create or
issue any capital stock ranking senior to the Series B preferred stock as to dividends or the distribution of assets upon liquidation,
dissolution or winding up, or reclassify any authorized capital stock into any such shares of such capital stock or issue any
obligation or security convertible into or evidencing the right to purchase any such shares of capital stock. So long as any shares
of the Series B preferred stock remain outstanding, we will not, without the affirmative vote of the holders of at least 66 2/3%
in voting power of the Series B preferred stock, amend, alter or repeal any provision of the Articles of Amendment or our Articles,
including by merger, consolidation or otherwise, so as to affect the powers, preferences or special rights of the Series B preferred
stock.
Notwithstanding
the foregoing, none of the following will be deemed to affect the powers, preferences or special rights of the Series B preferred
stock:
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any
increase in the amount of authorized common stock or authorized preferred stock, or any
increase or decrease in the number of shares of any series of preferred stock, or the
authorization, creation and issuance of other classes or series of capital stock, in
each case ranking on parity with or junior to the Series B preferred stock as to dividends
or distribution of assets upon our liquidation, dissolution or winding up;
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a
merger or consolidation of us with or into another entity in which the shares of the
Series B preferred stock remain outstanding; and
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a
merger or consolidation of us with or into another entity in which the shares of the
Series B preferred stock are converted into or exchanged for preference securities of
the surviving entity or any entity, directly or indirectly, controlling such surviving
entity and such new preference securities have powers, preferences and special rights
that are not materially less favorable than the Series B preferred stock.
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The foregoing
voting rights of the holders of Series B preferred stock will not apply if, at or prior to the time when the act with respect
to which the vote would otherwise be required will be effected, all outstanding shares of Series B preferred stock will have been
redeemed or called for redemption upon proper notice and we have set aside sufficient funds for the benefit of holders of Series
B preferred stock to effect the redemption.
Voting Rights under Pennsylvania
Law
The Pennsylvania
Business Corporation Law attaches mandatory voting rights to preferred stock in connection with certain amendments to a company’s
articles of incorporation, providing that the holders of preferred stock of a particular series would be entitled to vote as a
class if the amendment would:
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authorize
the board of directors to fix and determine the relative rights and preferences, as between
series, of any preferred or special class,
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make
any change in the preferences, limitations or special rights (other than preemptive rights
or the right to vote cumulatively) of the shares of a class or series adverse to the
class or series,
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authorize
a new class or series of shares having a preference as to dividends or assets which is
senior to the shares of a class or series,
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increase
the number of authorized shares of any class or series having a preference as to dividends
or assets which is senior in any respect to the shares of a class or series, or
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make
the outstanding shares of a class or series redeemable by a method that is not pro rata,
by lot or otherwise equitable.
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Holders of
outstanding shares of our preferred stock are also entitled under Pennsylvania law to vote as a class on a plan of merger
that effects any change in our Articles of Incorporation if the holders would have been entitled to a class vote under the
statutory provision relating to the adoption of the Articles of Amendment discussed above.
Information Rights
During any period
in which we are not subject to Section 13 or 15(d) of the Exchange Act and any shares of Series B preferred stock are outstanding,
we will use commercially reasonable efforts to provide any requesting beneficial owner a copy of our most recently filed “Consolidated
Financial Statements for Holding Companies— FR Y-9C” and “Consolidated Reports of Condition and Income for a
Bank With Domestic Offices Only-FFIEC 041,” in each case or any applicable successor form. Any such request must be made
in writing addressed to TriState Capital Holdings, Inc., Attention: Investor Relations, One Oxford Centre, 301 Grant Street, Suite
2700, Pittsburgh, PA 15219.
Depositary, Transfer Agent and
Registrar
Computershare
Trust Company, N.A., 250 Royall Street, Canton, Massachusetts 02021, will be the depositary, transfer agent and registrar for
the Series B preferred stock.
Calculation Agent
We will appoint
a calculation agent for the Series B preferred stock prior to the commencement of the Floating Rate Period. The Company may appoint
itself or an affiliate as the calculation agent.
DESCRIPTION OF DEPOSITARY SHARES
The following
summary of the terms and provisions of the depositary shares does not purport to be complete and is qualified in its entirety
by reference to the relevant sections of the deposit agreement and form of depositary receipt, which will be included as exhibits
to documents that we file with the SEC. If any information regarding the deposit shares contained in the deposit agreement and
form of depositary receipt is inconsistent with the information in this prospectus supplement or the accompanying prospectus,
the information in the deposit agreement and form of depositary receipt, as applicable, will apply and supersede information in
this prospectus supplement and the accompanying prospectus.
General
We are
offering depositary shares representing proportional fractional interests in shares of the Series B preferred stock. Each
depositary share represents a 1/40th interest in a share of the Series B preferred stock, and will be evidenced by depositary
receipts, as described under “Book-Entry Procedures and Settlement” in this prospectus supplement. We will
deposit the underlying shares of Series B preferred stock with a depositary pursuant to a deposit agreement among us,
Computershare Trust Company, N.A., acting as depositary, and the holders from time to time of the depositary receipts.
Subject to the terms of the deposit agreement, the depositary shares will be entitled to all the powers, preferences and
special rights of the Series B preferred stock, as applicable, in proportion to the applicable fraction of a share of Series
B preferred stock those depositary shares represent.
In this prospectus
supplement, references to “holders” of depositary shares mean those who own depositary shares registered in their
own names on the books that we or the depositary maintain for this purpose. DTC is the only registered holder of the depositary
receipts representing the depositary shares. References to “holders” of depositary shares do not include indirect
holders who own beneficial interests in depositary shares registered in street name or issued in book-entry form through DTC.
Please review the special considerations that apply to indirect holders described in the section entitled “Book-Entry Procedures
and Settlement.”
Listing
We have filed
an application to list the depositary shares on Nasdaq under the symbol “TSCBP.” If the application is approved, trading
of the depositary shares on Nasdaq is expected to begin within 30 days after the date of initial issuance of the depositary shares.
See “Underwriting.” The Series B preferred stock will not be listed, and we do not expect that there will be any trading
market for the Series B preferred stock except as represented by depositary shares.
Dividends and Other Distributions
Each dividend
payable on a depositary share will be in an amount equal to 1/40th of the dividend declared and payable on each share of Series
B preferred stock.
The depositary
will distribute all dividends and other cash distributions received on the Series B preferred stock to the holders of record of
the depositary receipts in proportion to the number of depositary shares held by each holder. In the event of a distribution other
than in cash, the depositary will distribute property received by it to the holders of record of the depositary receipts in proportion
to the number of depositary shares held by each holder, unless the depositary determines that this distribution is not feasible,
in which case the depositary may, with our approval, adopt a method of distribution that it deems practicable, including the sale
of the property and distribution of the net proceeds of that sale to the holders of the depositary receipts.
If the
calculation of a dividend or other cash distribution results in an amount that is a fraction of a cent and that fraction is
equal to or greater than $0.005, the depositary will round that amount up to the next highest whole cent and will request
that we pay the resulting additional amount to the depositary for the relevant dividend or other cash distribution. If the
fractional amount is less than $0.005, the depositary will disregard that fractional amount.
Record dates for
the payment of dividends and other matters relating to the depositary shares will be the same as the corresponding record dates
for the Series B preferred stock.
The amount paid
as dividends or otherwise distributable by the depositary with respect to the depositary shares or the underlying Series B preferred
stock will be reduced by any amounts required to be withheld by us or the depositary on account of taxes or other governmental
charges. The depositary may refuse to make any payment or distribution, or any transfer, exchange, or withdrawal of any depositary
shares or the shares of the Series B preferred stock until such taxes or other governmental charges are paid.
Liquidation Preference
In
the event of our liquidation, dissolution or winding up, a holder of depositary shares will receive the fraction of the liquidation
preference accorded each share of underlying Series B preferred stock represented by the depositary shares.
Our merger or
consolidation with one or more other entities or the sale, lease, exchange or other transfer of all or substantially all of our
assets (for cash, securities or other consideration) will not be deemed to be a voluntary or involuntary liquidation, dissolution
or winding up.
Redemption of Depositary Shares
If we redeem the Series B
preferred stock, in whole or in part, as described above under “Description of Series B Preferred
Stock—Redemption—Optional Redemption,” depositary shares also will be redeemed with the proceeds received
by the depositary from the redemption of the Series B preferred stock held by the depositary. The redemption price per
depositary share will be 1/40th of the redemption price per share payable with respect to the Series B preferred stock (or
$25 per depositary share), plus, as applicable, any accumulated and unpaid dividends on the shares of the Series B preferred
stock called for redemption for the then-current Dividend Period to, but excluding, the redemption date, without accumulation
of any undeclared dividends.
If we redeem
shares of the Series B preferred stock held by the depositary, the depositary will redeem, as of the same redemption date,
the number of depositary shares representing those shares of the Series B preferred stock so redeemed. If we redeem less than
all of the outstanding depositary shares, the depositary shares to be redeemed will be selected either pro rata or by lot. In
any case, the depositary will redeem depositary shares only in increments of 40 depositary shares and multiples thereof. The
depositary will provide notice of redemption to record holders of the depositary receipts not less than 30 and not more than
60 days prior to the date fixed for redemption of the Series B preferred stock and the related depositary shares.
Voting
Because each
depositary share represents a 1/40th ownership interest in a share of Series B preferred stock, holders of depositary
receipts will be entitled to vote 1/40th of a vote per depositary share under those limited circumstances in which holders of
the Series B preferred stock are entitled to vote, as described above in “Description of Series B Preferred
Stock—Voting Rights.”
When the depositary
receives notice of any meeting at which the holders of the Series B preferred stock are entitled to vote, the depositary will
provide the information contained in the notice to the record holders of the depositary shares relating to the Series B preferred
stock. Each record holder of the depositary shares on the record date, which will be the same date as the record date for the
Series B preferred stock, may instruct the depositary to vote the amount of the Series B preferred stock represented by the holder’s
depositary shares. To the extent possible, the depositary will vote the maximum number of whole shares of the Series B preferred
stock represented by depositary shares in accordance with the instructions it receives. We will agree to take all reasonable actions
that the depositary determines are necessary to enable the depositary to vote as instructed. If the depositary does not receive
specific instructions from the holders of any depositary shares representing the Series B preferred stock, it will abstain from
voting with respect to such shares (but shall appear at the meeting with respect to such shares unless directed to the contrary).
Withdrawal of Series B Preferred
Stock
Upon
surrender of depositary shares at the principal office of the depositary, upon payment of any unpaid amount due the
depositary, and subject to the terms of the deposit agreement, the owner of the depositary shares evidenced thereby is
entitled to delivery of the number of shares of Series B preferred stock and all money and other property, if any,
represented by such depositary shares. Only whole shares of Series B preferred stock may be withdrawn. If the depositary
shares surrendered by the holder in connection with withdrawal exceed the number of depositary shares that represent the
number of whole shares of Series B preferred stock to be withdrawn, the depositary will deliver to that holder at the same
time a new depositary receipt evidencing the excess number of depositary shares. Holders of Series B preferred stock thus
withdrawn will not thereafter be entitled to deposit such shares under the deposit agreement or to receive depositary shares
therefor.
Resignation and Removal of the
Depositary
The depositary
may resign at any time by delivering to us notice of its election to resign. We may also remove or replace a depositary at any
time. Any resignation or removal will take effect upon the earlier of the appointment of a successor depositary and 30 days following
such notice. We will appoint a successor depositary within 30 days after delivery of the notice of resignation or removal. The
successor must be a bank or trust company with its principal office in the United States and have a combined capital and surplus
of at least $50 million.
Miscellaneous
The depositary
will forward to the holders of depositary shares any reports and communications from us with respect to the underlying Series
B preferred stock. Neither we nor the depositary will be liable if any law or any circumstances beyond their control prevent or
delay them from performing their obligations under the deposit agreement. The obligations of ours and a depositary under the deposit
agreement will be limited to performing their duties without bad faith, gross negligence or willful misconduct. Neither we nor
a depositary must prosecute or defend any legal proceeding with respect to any depositary shares or the underlying Series B preferred
stock unless they are furnished with satisfactory indemnity. Both we and the depositary may rely on the written advice of counsel
or accountants, or information provided by holders of depositary shares or other persons they believe in good faith to be competent,
and on documents they believe in good faith to be genuine and signed by a proper party. In the event a depositary receives conflicting
claims, requests or instructions from us and any holders of depositary shares, the depositary will be entitled to act on the claims,
requests or instructions received from us.
BOOK-ENTRY PROCEDURES AND SETTLEMENT
We will issue
the depositary shares under a book-entry system in the form of one or more global depositary receipts. We will register the global
depositary receipts in the name of Cede & Co., as a nominee for DTC, or such other name as may be requested by an authorized
representative of DTC. The global depositary receipts will be deposited with the depositary.
Following the
issuance of the depositary shares in book-entry only form, DTC will credit the accounts of its participants with the depositary
shares upon our instructions. DTC will thus be the only registered holder of the depositary receipts representing the depositary
shares and will be considered the sole owner of the depositary receipts for purposes of the deposit agreement
.
Global
depositary receipts may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or
its nominee. Beneficial interests in the global depositary receipts may be held through Euroclear and Clearstream, each as
indirect participants in DTC. Transfers of beneficial interests in the global depositary receipts will be subject to the
applicable rules and procedures of DTC and its direct and indirect participants, including, if applicable, those of Euroclear
and Clearstream, which may change from time to time. DTC has advised us as follows: it is a limited-purpose trust company
organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking
Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform
Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange
Act. DTC holds securities that its participants deposit with it. DTC also facilitates the post-trade settlement among
participants of sales and other securities transactions in deposited securities through electronic computerized book entry
transfers and pledges between participants’ accounts, thereby eliminating the need for physical movement of securities
certificates.
Direct participants
in DTC’s system include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations,
and certain other organizations. Access to DTC’s system also is available to others such as both U.S. and non-U.S. securities
brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship
with a direct participant, either directly or indirectly, which we collectively call indirect participants. Persons that are not
participants may beneficially own securities held by or on behalf of DTC only through the participants or the indirect participants.
The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on
the records of the participants and the indirect participants. The rules applicable to DTC and its participants are on file with
the SEC.
DTC has also advised
us that, upon the issuance of the depositary receipts evidencing the depositary shares, it will credit, on its book-entry registration
and transfer system, the depositary shares evidenced thereby to the designated accounts of participants. Ownership of beneficial
interests in the global depositary receipts will be limited to participants or persons that may hold interests through participants.
Ownership of beneficial interests in the global depositary receipts will be shown on, and the transfer of those ownership interests
may be effected only through, records maintained by DTC or its nominee (with respect to participants) and the records of participants
and indirect participants (with respect to other owners of beneficial interests in the global depositary receipts).
Investors in the
global depositary receipts that are participants may hold their interests therein directly through DTC. Investors in the global
depositary receipts that are not participants may hold their interests therein indirectly through organizations (including Euroclear
and Clearstream) that are participants in such system.
Euroclear
and Clearstream will hold interests in the global depositary receipts on behalf of their participants through
customers’ securities accounts in their respective names on the books of their respective depositaries. All interests
in a global depositary receipt, including those held through Euroclear or Clearstream, may be subject to the procedures and
requirements of DTC. Those interests held through Euroclear or Clearstream may also be subject to the procedures and
requirements of such systems.
The laws of some
states require that certain purchasers of securities take physical delivery of those securities in definitive form. These laws
may impair the ability of holders to transfer beneficial interests in depositary receipts to certain purchasers. Because DTC can
act only on behalf of the participants, which in turn act on behalf of the indirect participants, the ability of a person having
beneficial interests in a global depositary receipt to pledge such interests to persons that do not participate in the DTC system,
or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such
interests.
So long as DTC
or any successor depositary for a depositary receipt, or any nominee, is the registered holder of such depositary receipt, DTC
or such successor depositary or nominee will be considered the sole owner or holder of the depositary shares represented by such
depositary receipts for all purposes under the applicable indenture. Except as set forth below, owners of beneficial interests
in a depositary receipt will not be entitled to have depositary shares represented by such depositary receipt registered in their
names, will not receive or be entitled to receive physical delivery of depositary shares or depositary receipts in definitive
form, and will not be considered the owners or holders thereof for any purpose under the deposit agreement.
Accordingly,
each person owning a beneficial interest in a depositary receipt must rely on the procedures of DTC and, if such person is
not a participant, on the procedures of the participant through which such person owns its interest, to exercise any rights
of a holder under the deposit agreement. We understand that, under existing industry practices, in the event that we request
any action of holders or that an owner of a beneficial interest in the depositary receipts desires to give any consent or
take any action under the deposit agreement, DTC or any successor depositary would authorize the participants holding the
relevant beneficial interests to give or take such action or consent, and such participants would authorize beneficial owners
owning through such participants to give or take such action or consent or would otherwise act upon the instructions of
beneficial owners owning through them.
Payment of dividends,
if any, distributions upon liquidation or other distributions with respect to the depositary shares that are registered in the
name of or held by DTC or any successor depositary or nominee will be payable to DTC or such successor depositary or nominee,
as the case may be, in its capacity as registered holder of the global depositary receipts representing the depositary shares.
Under the terms of the deposit agreement, the depositary will treat the persons in whose names the depositary shares, including
the depositary receipts, are registered as the owners of such securities for the purpose of receiving payments and for all other
purposes. Consequently, neither we, nor any depositary, nor any agent of us or any such depositary will have any responsibility
or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests in the
depositary receipts, for maintaining, supervising or reviewing any records relating to such beneficial ownership interests, or
for any other matter relating to the actions and practices of DTC or any of its participants or indirect participants.
We have been advised
by DTC that its current practice, upon receipt of any payment of dividends, distributions upon liquidation or other distributions
with respect to the depositary receipts, is to credit participants’ accounts with payments on the payment date, unless DTC
has reason to believe it will not receive payments on such payment date. Each relevant participant is credited with an amount
proportionate to its beneficial ownership of an interest in the relevant security as shown on the records of DTC. Payments by
participants and indirect participants to owners of beneficial interests in the global depositary receipts held through such participants
and indirect participants will be governed by standing instructions and customary practices, as is now the case with securities
held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of
such participants or indirect participants, and will not be the responsibility of us, any depositary, nor any agent of us or of
any such depositary. Neither we nor any such depositary or agent will be liable for any delay by DTC or by any participant or
indirect participant in identifying the beneficial owners of the depositary shares, and we and any such depositary or agent may
conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.
Cross market transfers
between the participants in DTC, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected
through DTC in accordance with DTC’s rules on behalf of Euroclear or Clearstream, as the case may be, by its depositary;
however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be,
by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels
time) of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements,
deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving
interests in the relevant global depositary receipts in DTC, and making or receiving payment in accordance with normal procedures
for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions
directly to the depositories for Euroclear or Clearstream.
DTC has advised
us that it will take any action permitted to be taken by a holder of depositary shares only at the direction of one or more participants
to whose account DTC has credited the interests in the global depositary receipts and only in respect of such portion of the aggregate
amount of the depositary shares as to which such participant or participants has or have given such direction.
Owners of beneficial
interests in a global depositary receipt will not be entitled to receive physical delivery of the related depositary shares or
any depositary receipts in certificated form and will not be considered the holders of the depositary shares or depositary receipts
for any purpose, and no depositary receipt will be exchangeable, except for another depositary receipt of the same denomination
and tenor to be registered in the name of DTC or a successor depositary or nominee. Accordingly, each beneficial owner must rely
on the procedures of DTC and, if the beneficial owner is not a participant, on the procedures of the participant or indirect participant
through which the beneficial owner owns its interest to exercise any rights of a holder under deposit agreement.
Although DTC,
Euroclear and Clearstream have agreed to the foregoing procedures to facilitate transfers of interests in the global securities
among participants in DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to perform such procedures,
and may discontinue such procedures at any time. Neither we, nor any depositary, nor any agent of us or of any such depositary
will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective participants or indirect
participants of their respective obligations under the rules and procedures governing their operations.
The
information in this section, including any description of the operations and procedures of DTC, Euroclear and Clearstream,
has been provided solely as a matter of convenience. We do not take any responsibility for the accuracy of this information,
and this information is not intended to serve as a representation, warranty or contract modification of any kind. The
operations and procedures of DTC, Euroclear and Clearstream are solely within the control of such settlement systems and are
subject to changes by them. We urge investors to contact such systems or their participants directly to discuss these
matters.
MATERIAL UNITED STATES FEDERAL
INCOME AND ESTATE TAX CONSIDERATIONS
The following
describes the United States federal income and, in the case of “non-U.S. Holders” (as defined below), estate tax consequences
of the purchase, ownership and disposition of depositary shares as of the date hereof. The discussion below is based upon the
provisions of the Internal Revenue Code of 1986, as amended (“Code”), and regulations, rulings and judicial decisions
thereunder as of the date hereof, and such authorities may change, possibly with retroactive effect, which may result in United
States federal tax consequences different from those discussed below.
This discussion
applies only to holders that acquire their depositary shares pursuant to this offering at the offering price and hold the depositary
shares as capital assets for United States federal income tax purposes. It does not address all aspects of United States federal
income and estate taxation that may be relevant to a holder in light of its particular circumstances (including Medicare tax on
net investment income) and does not address any tax consequences arising under United States federal gift tax laws or under the
laws of any state, local or non- United States jurisdiction. This discussion does not address the tax consequences to special
classes of investors including, but not limited to:
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banks,
insurance companies and other financial institutions;
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broker-dealers
in securities or currencies;
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traders
in securities that have elected the mark-to-market method of accounting for their securities;
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regulated
investment companies;
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real
estate investment trusts;
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tax-exempt
organizations, including retirement plans, individual retirement accounts, or other tax-deferred
accounts;
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persons
holding depositary shares as part of a hedging, integrated or conversion transaction,
a constructive sale or a straddle;
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persons
liable for alternative minimum tax;
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grantor
trusts, subchapter S corporations and other pass-through entities;
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foreign
governments or agencies;
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“U.S.
Holders” (as defined below) whose functional currency is not the United States
dollar.
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If a partnership
(or other entity or arrangement classified as a partnership for United States federal income tax purposes) holds depositary shares,
the tax treatment of a partner or other investor therein will generally depend upon the status of the partner and the activities
of the partnership. A partner and the partnership holding depositary shares should consult its tax advisor regarding the tax considerations
of acquiring, holding and disposing of the depositary shares.
We have not sought
and will not seek any ruling from the Internal Revenue Service (“IRS”) with respect to the statements made and the
conclusions reached in this discussion, and there can be no assurance that the IRS will agree with such statements and conclusions.
Prospective
purchasers of depositary shares are urged to consult their own tax advisors regarding the United States federal, state and local,
and any foreign, tax consequences to them of acquiring, owning and disposing of depositary shares in light of their particular
situation.
For United States
federal income tax purposes, holders of depositary shares will generally be treated as if they own an interest in the underlying
Series B preferred stock.
U.S.
Holders
A “U.S.
Holder” is any beneficial owner of depositary shares that is for United States federal income tax purposes:
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an
individual citizen or resident of the United States;
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a
domestic corporation;
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an
estate the income of which is subject to United States federal income taxation regardless
of its source; or
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a
trust if it (i) is subject to the primary supervision of a court within the United States
and one or more United States persons have the authority to control all substantial decisions
of the trust or (ii) has a valid election in effect under applicable United States Treasury
regulations to be treated as a United States person.
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Taxation of Dividends
For United
States federal income tax purposes, a distribution that we pay on our depositary shares will be treated as a dividend to the
extent the distribution is paid out of our current or accumulated earnings and profits, as determined for United States
federal income tax purposes. Any such dividend received by non-corporate holders with respect to the depositary shares will
generally represent “qualified dividend income” on the day actually or constructively received. Qualified
dividend income is taxable at preferential rates applicable to long-term capital gains, provided that certain holding period
requirements are met and certain other conditions are satisfied. Dividends received by a corporate U.S. Holder will generally
be eligible for a dividends-received deduction (generally at a rate of 50% subject to reduction in the case of certain
“debt-financed portfolio stock”) under the Code, provided that certain holding period requirements are met and
certain other conditions are satisfied. Corporate U.S. Holders should consult their tax advisors regarding the availability
to them of reduced tax rates or the dividends-received deduction in their particular circumstances.
If a dividend
received by a U.S. Holder exceeds certain thresholds in relation to such U.S. Holder’s tax basis and is paid within certain
holding periods in the depositary shares, the dividend could be characterized as an “extraordinary dividend” (as defined
in Section 1059 of the Code). Generally, a corporate U.S. Holder that receives an extraordinary dividend is required to reduce
its tax basis in the depositary shares by the portion of such dividend that is not taxed because of the dividends received deduction,
and is required to recognize taxable gain to the extent such portion of the dividend exceeds the U.S. Holder’s tax basis
in the depositary shares. U.S. Holders who are individuals and who receive an “extraordinary dividend” would be required
to treat any losses on the sale of the depositary shares as long-term capital losses to the extent that the dividends received
by them qualified for the reduced tax rate on qualified dividend income, as described above.
To the extent
that the amount of any distribution with respect to our depositary shares exceeds our current and accumulated earnings and profits
for a taxable year, as determined under United States federal income tax principles, the distribution will be treated, first,
as a tax-free return of capital to the extent of the U.S. holder’s adjusted tax basis in its depositary shares (resulting
in a reduction in the holder’s adjusted tax basis in its depositary shares), and, thereafter, to the extent in excess of
such tax basis, as capital gain, which is treated as described under the caption “
—
Sale, Exchange or Redemption
of the Depositary Shares” below.
Sale, Exchange or Redemption
of the Depositary Shares
A U.S. Holder
will generally recognize capital gain or loss equal to the difference, if any, between the amount realized upon a taxable disposition
and such U.S. Holder’s adjusted tax basis in the depositary shares sold or exchanged. Such gain or loss generally will be
long-term capital gain or loss if the U.S. Holder’s holding period in its depositary shares exceeds one year. Long-term
capital gains of non-corporate U.S. Holders are generally eligible for reduced rates of taxation. The deductibility of capital
losses is subject to limitations.
A redemption of
depositary shares by a U.S. Holder for cash will be treated as a taxable event, either as a sale or exchange of the depositary
shares (taxable as described in the preceding paragraph) or as a distribution. However, any amounts paid to satisfy unpaid dividends
that were declared prior to redemption will be treated as a distribution on the depositary shares (taxable as described under
the caption “—Taxation of Dividends” above) and not as income paid in cancellation or redemption of the depositary
shares.
The
redemption will be treated as a sale or exchange with respect to a U.S. Holder if it is treated, within the meaning of
section 302(b) of the Code, as (i) a “complete termination” of the U.S. Holder’s interest in our stock,
(ii) “substantially disproportionate” with respect to the U.S. Holder, (iii) a redemption of stock held by the
U.S. Holder that results in our partial liquidation, provided the holder is a non-corporate U.S. Holder, or (iv) not
“essentially equivalent to a dividend” with respect to the U.S. Holder. A redemption payment made to a U.S.
Holder will be “not essentially equivalent to a dividend” if it results in a “meaningful reduction”
in the U.S. Holder’s aggregate interest in our stock. In determining whether any of these tests have been met, stock
considered to be owned by a U.S. Holder by reason of certain constructive ownership rules, as well as shares actually owned
by such U.S. Holder (including such U.S. Holder’s ownership of other classes and series of our capital stock and any
options (including stock purchase rights) to acquire any of the foregoing), must generally be taken into account. However,
because the determination as to whether any of the alternative tests described above will be satisfied with respect to any
particular U.S. Holder of depositary shares will depend upon the facts and circumstances at the time that the determination
must be made, prospective U.S. Holders of depositary shares are advised to consult their own tax advisors regarding the tax
treatment of a redemption.
If a
redemption of depositary shares does not satisfy one of the tests under section 302(b) of the Code as described above, the
entire amount paid to the U.S. Holder will be treated as a distribution and will be taxable as described under the caption
“—Taxation of Dividends” above. If a redemption of depositary shares of a U.S. Holder is treated as a
distribution that is taxable as a dividend, the U.S. Holder should consult its own tax advisor regarding the allocation of
its tax basis between the redeemed depositary shares and any remaining depositary shares.
Non-U.S. Holders
A “non-U.S.
Holder” is any beneficial owner of depositary shares (other than a partnership) that is not a U.S. Holder (and that is not
a partnership for United States federal income tax purposes).
Taxation of Dividends
Dividends
(including any redemption treated as a dividend for United States federal income tax purposes, as discussed above under
“U.S. Holders—Sale, Exchange or Redemption of the Depositary Shares”) paid to a non-U.S. Holder generally
will be subject to withholding of United States federal income tax at a 30% rate or such lower rate as may be specified by an
applicable income tax treaty. However, dividends that are effectively connected with the conduct of a trade or business by a
non-U.S. Holder within the United States (and, if required by an applicable income tax treaty, are attributable to a United
States permanent establishment) are not subject to the withholding tax, provided certain certification and disclosure
requirements (generally on an IRS Form W-8ECI) are satisfied before the distribution date. Instead, such dividends are
subject to United States federal income tax on a net income basis in the same manner as if the non-U.S. Holder were a United
States person as defined under the Code. Any such effectively connected dividends received by a corporate non-U.S. Holder
may, under certain circumstances, be subject to an additional “branch profits tax” at a 30% rate or such lower
rate as may be specified by an applicable income tax treaty, subject to certain adjustments.
A non-U.S. Holder
of depositary shares who wishes to claim the benefits of an applicable income tax treaty and avoid backup withholding, as discussed
below, for distributions taxable as dividends will be required (i) to complete IRS Form W-8BEN or Form W-8BEN-E (or other applicable
form) and certify under penalty of perjury that it is not a United States person as defined under the Code and is eligible for
treaty benefits or (ii) if depositary shares are held through certain foreign intermediaries, to satisfy the relevant certification
requirements of applicable United States Treasury regulations.
A non-U.S. Holder
of depositary shares eligible for a reduced rate of United States withholding tax pursuant to an income tax treaty may obtain
a refund of any excess amounts withheld by filing an appropriate claim for refund with the IRS.
Taxation of Dispositions
Any gain realized
by a non-U.S. Holder on the sale or other taxable disposition of depositary shares generally will not be subject to United States
federal income tax unless:
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the
gain is effectively connected with the U.S. Holder’s conduct of a trade or business
within the United States (and, if required by an applicable income tax treaty, is attributable
to a United States permanent establishment of the U.S. Holder);
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in
the case of a nonresident alien individual, the non-U.S. Holder is present in the United
States for 183 days or more in the taxable year of that sale or disposition and meets
certain other conditions; or
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the
depositary shares constitute “United States real property interests” in a
“United States real property holding corporation” for United States federal
income tax purposes at any time within the shorter of the five-year period preceding
the disposition of the period that the non-U.S. Holder held the depositary shares and
certain other conditions are met. We believe we are not and do not anticipate becoming
a “United States real property holding corporation” for United States federal
income tax purposes.
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A non-U.S. Holder
described in the first bullet point immediately above will be subject to tax on the net gain derived from the sale or other disposition
in the same manner as if such non-U.S. Holder were a U.S. person, and a corporate non-U.S. Holder may, in addition, be subject
to the branch profits tax with respect to its effectively connected earnings and profits at a rate of 30% or at such lower rate
as may be specified by an applicable income tax treaty.
An individual
non-U.S. Holder described in the second bullet point immediately above will be subject to tax at a flat rate of 30% (or such lower
rate as may be specified by an applicable income tax treaty) on the aggregate amount of gain derived from this and any other sales
or taxable dispositions, which may be offset by United States source capital losses, if any, for the taxable year, provided that
such non-U.S. Holder has timely filed United States federal income tax returns with respect to such losses.
Federal Estate Tax
Depositary shares
owned or treated as owned by an individual who is not a citizen or resident (as defined for United States federal estate tax purposes)
of the United States at the time of his or her death will be included in the individual’s gross estate for United States
federal estate tax purposes (unless an applicable treaty provides otherwise) and therefore may be subject to United States federal
estate tax.
Information Reporting and Backup
Withholding
U.S.
Holders
In general,
information reporting will apply to dividends in respect of depositary shares and the proceeds from the sale, exchange or
redemption of depositary shares that are paid to a holder of depositary shares within the United States (and in certain
cases, outside the United States), unless such holder is an exempt recipient such as a corporation. Backup withholding
(currently at a 24% rate) may apply to such payments if a holder of depositary shares fails to provide a taxpayer
identification number (generally on an IRS Form W-9) or certification of other exempt status or fails to report in full
dividend and interest income.
Backup withholding
is not an additional tax. Any amounts withheld on a U.S. Holder under the backup withholding rules will be allowed as a refund
or as a credit against such holder’s United States federal income tax liability provided the required information is timely
furnished to the IRS.
Non-U.S. Holders
Information reporting
generally will apply to the amount of dividends paid to a non-U.S. Holder and any tax withheld with respect to such dividends.
Such information reporting requirements apply regardless of whether withholding was reduced or eliminated by an applicable income
tax treaty or withholding was not required because the dividends were effectively connected with a trade or business in the United
States conducted by the non-U.S. Holder. Copies of the information returns reporting such dividends and withholding may also be
made available to the tax authorities in the country in which the non-U.S. Holder resides.
A non-U.S. Holder
will be subject to backup withholding (currently at a 24% rate) for dividends paid to such holder unless such holder certifies
under penalty of perjury (generally by furnishing to the payor a properly executed IRS Form W-8BEN or W-8BEN-E or other applicable
IRS Form W-8) that it is a non-U.S. Holder (and the payor does not have actual knowledge or reason to know that such holder is
a United States person as defined under the Code), or such holder otherwise establishes an exemption (such as its corporate status).
Dividends subject to withholding of United States federal income tax as described under the caption “Non-U.S. Holders—
Taxation of Dividends” above will not be subject to backup withholding.
Information reporting
and, depending on the circumstances, backup withholding will apply to the proceeds of a sale or other disposition of depositary
shares within the United States or conducted through certain United States-related financial intermediaries, unless the beneficial
owner certifies under penalty of perjury (generally by furnishing to the payor a properly executed IRS Form W-8BEN or W-8BEN-E
or other applicable IRS Form W-8) that it is a non-U.S. Holder (and the payor does not have actual knowledge or reason to know
that the beneficial owner is a United States person as defined under the Code), or such owner otherwise establishes an exemption
(such as its corporate status).
Backup withholding
is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or as a credit against
a non-U.S. Holder’s United States federal income tax liability provided the required information is timely furnished to
the IRS.
Non-U.S. Holders
should consult their tax advisors regarding the application of the information reporting and backup withholding rules to them.
Additional Withholding Requirements
Under sections
1471 through 1474 of the Code and the regulations issued thereunder (commonly referred to as “FATCA”), a 30% United
States federal withholding tax generally applies to certain payments if paid to
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a
“foreign financial institution” (as defined under FATCA) which does not furnish
proper documentation, typically on IRS Form W-8BEN-E, evidencing either (i) an exemption
from FATCA withholding or (ii) its compliance (or deemed compliance) with FATCA (which
may alternatively be in the form of compliance with an intergovernmental agreement with
the United States) in a manner that avoids withholding, or
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a
“non-financial foreign entity” (as defined under FATCA) which does not provide
sufficient documentation, typically on IRS Form W-8BEN-E, evidencing either (i) an exemption
from FATCA or (ii) adequate information regarding
certain substantial United States beneficial owners of such entity (if any).
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Withholding under
FATCA generally applies to payments of dividends on our common stock and to payments of gross proceeds from a sale or other disposition
of our common stock. Withholding agents may, however, rely on recently proposed U.S. Treasury Regulations that would no longer
require FATCA withholding on payments of gross proceeds. A withholding agent such as a broker, and not TriState Capital Holdings,
Inc., will determine whether or not to implement gross proceeds FATCA withholding after December 31, 2018.
If a dividend
payment is subject to withholding both under FATCA and the withholding tax rules discussed above under “Non-U.S. Holders—Taxation
of Dividends,” the withholding under FATCA may be credited against, and therefore reduce, such other withholding tax. Holders
of depositary shares should consult their own tax advisors regarding these requirements and whether they may be relevant to their
ownership and disposition of the depositary shares.
CERTAIN ERISA CONSIDERATIONS
The
following is a summary of certain considerations associated with the purchase of the Series B preferred stock by employee
benefit plans that are subject to Title I of the U.S. Employee Retirement Income Security Act of 1974, as amended
(“ERISA”), plans, individual retirement accounts (“IRAs”) and other arrangements that are subject to
Section 4975 of the Code or provisions under any federal, state, local, non-U.S. or other laws or regulations that are
similar to such provisions of the Code or ERISA (collectively, “Similar Laws”), and entities whose underlying
assets are considered to include “plan assets” of any such plan, account or arrangement (each, a
“Plan”).
General Fiduciary Matters
ERISA
imposes certain duties on persons who are fiduciaries of a Plan subject to Title I of ERISA (an “ERISA Plan”) and
prohibit certain transactions involving the assets of an ERISA Plan and its fiduciaries or other interested parties. Under
ERISA, any person who exercises any discretionary authority or control over the administration of such an ERISA Plan or the
management or disposition of the assets of such an ERISA Plan, or who renders investment advice for a fee or other
compensation to such a Plan, is generally considered to be a fiduciary of the ERISA Plan.
In considering
an investment in the Series B preferred stock of a portion of the assets of any Plan, a fiduciary should determine whether the
investment is in accordance with the documents and instruments governing the Plan and the applicable provisions of ERISA, the
Code or any Similar Law relating to a fiduciary’s duties to the Plan including, without limitation, the prudence, diversification,
delegation of control and prohibited transaction provisions of ERISA, the Code and any other applicable Similar Laws.
Prohibited Transaction Issues
Section 406
of ERISA and Section 4975 of the Code prohibit Plans subject to these provisions from engaging in specified transactions
involving the Plan or its assets with persons or entities who are “parties in interest” within the meaning of
ERISA, or “disqualified persons” within the meaning of Section 4975 of the Code, unless an exemption is
available. A party in interest or disqualified person who engaged in a non-exempt prohibited transaction may be subject to
excise taxes and other penalties and liabilities under ERISA and the Code. Engaging in a prohibited transaction on behalf of
an IRA can result in the IRA losing its tax exempt status and its assets being deemed to be distributed in a taxable
distribution. In addition, the fiduciary of the Plan that engaged in such a non-exempt prohibited transaction may be subject
to penalties and liabilities under ERISA and the Code.
Whether or
not the underlying assets of the Issuer were deemed to include “plan assets,” as described below, the acquisition
and/or holding of the Series B preferred stock by a Plan subject to Section 406 of ERISA and/or Section 4975 of the Code with
respect to which we or any underwriter are considered a party in interest or a disqualified person may constitute or result
in a direct or indirect prohibited transaction under Section 406 of ERISA and/or Section 4975 of the Code, unless the
investment is acquired and is held in accordance with an applicable statutory, class or individual prohibited transaction
exemption. In this regard, the DOL has issued prohibited transaction class exemptions (“PTCEs”), that may apply
to the acquisition and holding of the Series B preferred stock. These class exemptions include, without limitation, PTCE
84-14 respecting transactions determined by independent qualified professional asset managers, PTCE 90-1 respecting insurance
company pooled separate accounts, PTCE 91-38 respecting bank collective investment funds, PTCE 95-60 respecting life
insurance company general accounts and PTCE 96-23 respecting transactions determined by in-house asset managers. In addition,
Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code provide relief from the prohibited transaction provisions of
ERISA and Section 4975 of the Code for certain transactions, provided that neither the issuer of the securities nor any of
its affiliates (directly or indirectly) have or exercise
any discretionary authority or control or render any investment
advice with respect to the assets of any Plan and provided further that the Plan pays no more than adequate consideration in
connection with the transaction. There can be no assurance that all of the conditions of any such exemptions will be
satisfied.
Plan Asset Issues
ERISA and
the regulations (“Plan Asset Regulations”) promulgated under ERISA by the U.S. Department of Labor generally
provide that when an ERISA Plan or a Plan subject to Section 4975 of the Code acquires an equity interest in an entity that
is neither a “publicly-offered security” nor a security issued by an investment company registered under the
Investment Company Act of 1940, the ERISA Plan’s assets include both the equity interest and an undivided interest in
each of the underlying assets of the entity unless it is established either that less than 25% of the total value of each
class of equity interest in the entity is held by “benefit plan investors” as defined in Section 3(42) of ERISA
(the “25% Test”) or that the entity is an “operating company,” as defined in the Plan Asset
Regulations. For purposes of the 25% Test, the assets of an entity will not be treated as “plan assets” if,
immediately after the most recent acquisition of any equity interest in the entity, less than 25% of the total value of each
class of equity interest in the entity is held by “benefit plan investors,” excluding equity interest held by
persons (other than benefit plan investors) with discretionary authority or control over the assets of the entity or who
provide investment advice for a fee (direct or indirect) with respect to such assets, and any affiliates thereof. The term
“benefit plan investors” is generally defined to include employee benefit plans subject to Title I of ERISA or
Section 4975 of the Code (including “Keogh” plans and IRAs), as well as any entity whose underlying assets
include plan assets by reason of a plan’s investment in such entity (
e.g
., an entity of which 25% or more of the
value of any class of equity interests is held by benefit plan investors and which does not satisfy another exception
under ERISA). We have not undertaken any obligation to meet the requirements of the 25% Test or to qualify as an
“operating company” as defined in the Plan Asset Regulations.
For purposes
of the Plan Asset Regulations, a “publicly offered security” is a security that is (i) “freely
transferable,” (ii) part of a class of securities that is “widely held,” and (iii) (x) sold to the Plan as
part of an offering of securities to the public pursuant to an effective registration statement under the Securities Act and
the class of securities to which such security is a part is registered under the Exchange Act within 120 days after the end
of the fiscal year of the issuer during which the offering of such securities to the public has occurred, or (y) is part of a
class of securities that is registered under Section 12 of the Exchange Act. The Issuer intends to effect such a registration
under the Securities Act and the Exchange Act as described in clause (iii) (x). The Plan Asset Regulations provide that a
security is “widely held” only if it is part of a class of securities that is owned by 100 or more investors
independent of the issuer and one another. A security will not fail to be “widely held” because the number of
independent investors falls below 100 subsequent to the initial offering thereof as a result of events beyond the control of
the issuer. It is anticipated that the Series B preferred stock will be “widely held” within the meaning of the
Plan Asset Regulations, although no assurance can be given in this regard. The Plan Asset Regulations provide that whether a
security is “freely transferable” is a factual question to be determined on the basis of all the relevant facts
and circumstances. It is anticipated that the Series B preferred stock will be “freely transferable” within the
meaning of the Plan Asset Regulations, although no assurance can be given in this regard.
If our assets were deemed to be
“plan assets” under ERISA, this would result, among other things, in (i) the application of the prudence and
other fiduciary responsibility standards of ERISA to investments made by the issuer, and (ii) the possibility that certain
transactions in which we might seek to engage could constitute “prohibited transactions” under ERISA and the
Code.
Representation
By acceptance
of the Series B preferred stock, each purchaser and subsequent transferee of the Series B preferred stock will be deemed to have
represented and warranted that either (i) no portion of the assets used by such purchaser or transferee to acquire and hold the
Series B preferred stock constitutes assets of any Plan or
(ii) the purchase and holding of the
Series B preferred stock by such purchaser or transferee will not constitute a non-exempt prohibited transaction under
Section 406 of ERISA or Section 4975 of the Code or similar violation under any applicable Similar Laws.
The foregoing
discussion is general in nature and is not intended to be a complete discussion of applicable laws and regulations pertaining
to an investment in the Series B preferred stock by a Plan. The foregoing discussion is based on applicable law and regulations
in effect as of the date of this prospectus supplement. We do not undertake any obligation to update this summary as a result
of changes in applicable law or regulations. Due to the complexity of these rules and the penalties that may be imposed upon persons
involved in non-exempt prohibited transactions and other potential consequences of a violation of ERISA or the Code, it is particularly
important that fiduciaries, or other persons considering purchasing the Series B preferred stock on behalf of, or with the assets
of, any Plan, consult with their counsel regarding the potential applicability and requirements of ERISA, Section 4975 of the
Code and any Similar Laws to such investment.
UNDERWRITING
Subject to the
terms and conditions set forth in the underwriting agreement between us and Keefe, Bruyette & Woods, Inc. and Raymond James
& Associates, Inc., as representatives of the underwriters named therein, we have agreed to sell to the underwriters, and
the underwriters have agreed to purchase from us, severally and not jointly, the number of depositary shares, each representing
a 1/40
th
interest in a share of the Series B preferred stock, indicated in
the table below.
Name
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Number of
Depositary Shares
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Keefe, Bruyette & Woods, Inc.
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Raymond James & Associates, Inc.
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B. Riley FBR, Inc.
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Boenning & Scattergood, Inc.
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Stephens Inc.
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Total:
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The underwriters’
obligation to purchase depositary shares depends on the satisfaction of conditions contained in the underwriting agreement, including:
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the
representations and warranties made by us to the underwriters are true;
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there
is no material adverse change in the financial markets; and
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we
deliver customary closing documents and legal opinions to the underwriter.
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Subject to these
conditions, the underwriters are committed to purchase and pay for all depositary shares offered by this prospectus supplement,
if any such depositary shares are purchased. The underwriters are not, however, obligated to purchase or pay for the depositary
shares covered by the underwriters’ option
to purchase additional depositary shares described below, unless and until they exercise this option.
The
depositary shares are being offered by the underwriters, subject to prior sale, when, as and if issued to and accepted by
them, subject to approval of certain legal matters by counsel for the underwriters and other conditions. The underwriters
reserve the right to withdraw, cancel or modify this offering and to reject orders in whole or in part.
We have agreed
to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act.
Commissions and Discounts
Depositary shares
sold by the underwriters to the public will initially be offered at the public offering price set forth on the cover page of this
prospectus supplement and to certain selected dealers at this price, less a concession not in excess of $ per depositary share.
The underwriters may allow, and any selected dealers may reallow, a concession not in excess of $ per depositary share to certain
brokers and dealers. If all of the depositary shares are not sold at the public offering price, the underwriters may change the
offering price and the other selling terms.
The following
table shows the price per depositary share and total public offering price, underwriting discount and proceeds before expenses
to us. The information assumes either no exercise or full exercise by the underwriters of the option to purchase additional depositary
shares from us:
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Per Share
|
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No Exercise
|
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Full Exercise
|
|
Public offering price
|
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$
|
|
|
|
$
|
|
|
|
$
|
|
|
Underwriting discount
|
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$
|
|
|
|
$
|
|
|
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$
|
|
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Proceeds, before expenses, to us
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$
|
|
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$
|
|
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$
|
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We estimate that
the total offering expenses, including registration and filing fees, printing fees, legal and accounting expenses, but excluding
underwriting discounts, will be approximately $ . We also have agreed to reimburse the underwriters for certain of their roadshow-related
expenses. In accordance with FINRA Rule 5110, these reimbursed expenses are deemed underwriting compensation for this offering.
Option to Purchase Additional
Depositary Shares
We have granted
the underwriters an option to purchase up to additional depositary shares at the public offering price less underwriting discounts.
The underwriters may exercise this option, in whole or from time to time in part. The underwriters will have 30 days from the
date of this prospectus supplement to exercise this option.
Listing
Prior to this
offering, there has been no public market for the depositary shares. We have applied to list the depositary shares on the Nasdaq
Global Select Market under the symbol “TSCBP.” If the application is approved, trading of the depositary shares on
the Nasdaq Global Select Market is expected to begin within 30 days after the date of initial delivery of the depositary shares.
We have agreed to use best efforts to maintain the listing on the Nasdaq Global Select Market or another national securities exchange.
The underwriters have advised us that they presently intend to make a market in the depositary shares. However, the underwriters
are not obligated to do so and may discontinue making a market in the depositary shares at any time without notice. The Series
B preferred stock will not be listed, and we do not expect that there will be any trading market for the Series B preferred stock
except as represented by depositary shares.
No Sales of Similar Securities
We and each of
our directors and executive officers, severally and not jointly, have agreed, with limited exceptions, not to sell or transfer
any depositary shares or Series B preferred stock or any substantially similar security for 30 days after the date of this prospectus
supplement without first obtaining the written consent of Keefe, Bruyette & Woods, Inc. and Raymond James & Associates,
Inc.
Specifically, we have agreed, subject
to certain exceptions, not to, directly or indirectly:
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offer,
pledge, sell, contract to sell, sell any option or contract to purchase, purchase any
option or contract to sell, grant any option, right or warrant for the sale of, hypothecate,
establish an open “put equivalent position” within the meaning of Rule 16a-1(h)
under the Exchange Act, or otherwise dispose of or transfer any depositary shares or
substantially similar securities or any securities convertible into or exchangeable or
exercisable for depositary shares or substantially similar securities; or
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file
or cause to be filed any registration statement in connection therewith under the Securities
Act;
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enter
into any swap, hedge or any other agreement or any transaction that transfers, in whole
or in part, directly or indirectly, the economic consequence of ownership of the depositary
shares, whether any such swap, hedge or transaction is to be settled by delivery of depositary
shares or other securities, in cash or otherwise.
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Electronic Prospectus Delivery
A prospectus supplement
in electronic format may be made available on the websites maintained by the underwriters or any selling group member. In connection
with this offering, the underwriters, any selling group member or securities dealers may distribute prospectuses electronically.
The underwriters may agree to allocate a number of depositary shares to selling group members, if any, for sale to their online
brokerage account holders. The underwriters will allocate depositary shares to any selling group member that may make Internet
distributions on the same basis as other allocations. Other than this prospectus supplement in electronic format, the information
on any of these websites and any other information contained on a website maintained by the underwriters or any selling group
member is not part of this prospectus supplement.
Stabilization
In connection
with this offering, the underwriters may engage in stabilizing transactions, overallotment transactions, syndicate covering transactions
and purchases to cover positions created by short sales in accordance with Regulation M under the Exchange Act.
Stabilizing
transactions consist of bids or purchases made for the purpose of preventing or retarding a decline in the market price of
our depositary shares while this offering is in progress. These transactions may also include making short sales of
depositary shares, which involve the sale by the underwriters of a greater number of depositary shares than they are required
to purchase in this offering. Short sales may be “covered short sales” or “naked short sales.” In a
covered short position, the number of excess depositary shares sold by an underwriter, if any, are not greater than the
number of depositary shares that they may purchase pursuant to their option to purchase additional depositary shares. In a
naked short position, the number of depositary shares involved is greater than the number of depositary shares in the
underwriters’ option to purchase additional depositary shares.
The
underwriters may close out any covered short position either by exercising, in whole or in part, their option to purchase
additional depositary shares, or by purchasing depositary shares in the open market. In making this determination, the
underwriters will consider, among other things, the price of depositary shares available for purchase in the open market
compared to the price at which they may purchase depositary shares through the purchase option described above. The
underwriters must close out any naked short position by purchasing depositary shares in the open market. A naked short
position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of
our depositary shares in the open market that could adversely affect investors who purchased in this offering.
The underwriters
also may engage in syndicate covering transactions, which are transactions that involve purchases of depositary shares in the
open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of
depositary shares to close out the short position, the underwriters will consider, among other things, the price of depositary
shares available for purchase in the open market as compared with the price at which the underwriters may purchase depositary
shares through exercise of the option to purchase additional depositary shares.
These stabilizing
transactions and syndicate covering transactions may have the effect of raising or maintaining the market price of our depositary
shares or preventing or lessening a decline in the market price of depositary shares. As a result, the price of our depositary
shares in the open market may be higher than it would
otherwise be in the absence of these
transactions. Neither we nor the underwriters make any representation or prediction as to the effect that the transactions described
above may have on the price of our depositary shares. These transactions may be effected on The Nasdaq Global Select Market, in
the over-the-counter market or otherwise and, if commenced, may be discontinued at any time.
Passive Market Making
In
connection with this offering, the underwriters may engage in passive market making transactions in our depositary shares on
The Nasdaq Global Select Market in accordance with Rule 103 of Regulation M under the Exchange Act during a period before the
commencement of offers or sales of our depositary shares and extending through the completion of the distribution of this
offering. A passive market maker must generally display its bid at a price not in excess of the highest independent bid of
that security. However, if all independent bids are lowered below the passive market maker’s bid, the passive market
maker may continue to bid and effect purchases at a price exceeding the then highest independent bid until specified purchase
limits are exceeded, at which time such bid must be lowered to an amount no higher than the then highest independent bid.
Passive market making may cause the price of our depositary shares to be higher than the price that otherwise would exist in
the open market in the absence of those transactions. The underwriters and selling shareholders engaged in passive market
making are not required to engage in passive market making and may end passive market making activities at any
time.
Directed Share Program
At our
request, the underwriters have reserved for sale, at the initial public offering price, up to depositary shares for sale to
specified directors, executive officers, employees and persons having relationships with us. The number of depositary shares
of our common stock available for sale to the general public will be reduced to the extent these persons purchase the
reserved depositary shares. We do not know if these persons will choose to purchase all or any portion of these reserved
depositary shares. Any reserved depositary shares that are not so purchased will be offered by the underwriters to the
general public on the same terms as the other depositary shares offered by this prospectus.
Other Relationships
The underwriters
and their affiliates are full-service financial institutions engaged in various activities, which may include securities trading,
commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging,
financing and brokerage activities. The underwriters and their affiliates have engaged in, and may in the future engage in, investment
banking, commercial banking and other commercial dealings in the ordinary course of business with us and our affiliates, for which
they have received and may continue to receive customary fees and commissions.
In
addition, in the ordinary course of their business activities, the underwriters and their affiliates may make or hold a
broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial
instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and
securities activities may involve securities and/or instruments of ours or our affiliates. If the underwriters or their
affiliates have a lending relationship with us, the underwriters or their affiliates may hedge their credit exposure to us
consistent with their customary risk management policies. Typically, the underwriters and their affiliates would hedge such
exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short
positions in our securities. The underwriters and their affiliates may also make investment recommendations and/or publish or
express independent research views in respect of such securities or financial instruments and may hold, or recommend to
clients that they acquire, long and/or short positions in such securities and instruments.
Settlement
We expect delivery
of the depositary shares offered hereby will be made against payment therefor on or about ,
2019, which is the 5
th
business day after the date of this prospectus. Under
Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required to settle in two business days, unless
the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the depositary shares offered
hereby on the date of this prospectus or the next succeeding business day will be required, by virtue of the fact that such depositary
shares initially will settle in T+5, to specify an alternative settlement cycle at the time of any such trade to prevent a failed
settlement and should consult their own advisor.
Selling Restrictions
European Economic Area
In relation to
each member state of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member
State”), no offer of any shares which are the subject of the offering contemplated by this prospectus may be made to the
public in that Relevant Member State, except that an offer of shares to the public in that Relevant Member State may be made at
any time under the following exemptions under the Prospectus Directive:
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·
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to
any legal entity which is a qualified investor as defined in the Prospectus Directive;
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to
fewer than 150 natural or legal persons (other than qualified investors as defined in
the Prospectus Directive); or
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in
any other circumstances falling within Article 3(2) of the Prospectus Directive,
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provided
that no such offer of shares shall result in a requirement for the publication by us
or any underwriter of a prospectus pursuant to Article 3 of the Prospectus Directive.
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For the purposes
of this provision, the expression an “offer to the public” in relation to any shares in any Relevant Member State
means the communication in any form and by any means of sufficient information on the terms of the offer and the shares to be
offered so as to enable an investor to decide to purchase or subscribe the shares, as the same may be varied in that Relevant
Member State by any measure implementing the Prospectus Directive in that Relevant Member State and the expression “Prospectus
Directive” means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU) and includes any relevant implementing
measure in the Relevant Member State.
United Kingdom
This
prospectus is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors
within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, referred to herein
as the Order, and/or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order and other persons to
whom it may lawfully be communicated. Each such person is referred to herein as a Relevant Person.
In the United
Kingdom, any investment or investment activity to which this prospectus relates is available only to Relevant Persons and will
only be engaged with Relevant Persons. This prospectus and its contents are confidential and should not be distributed, published
or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United
Kingdom that is not a Relevant Person should not act or rely on this document or any of its contents.
WHERE YOU
CAN FIND ADDITIONAL INFORMATION
We file annual,
quarterly and current reports, proxy statements and other information with the SEC. You may read any documents we have filed with
the SEC on the SEC’s website found at www.sec.gov and our website described below.
We have
filed with the SEC a registration statement on Form S-3 (File No. 333-222074) relating to the securities covered by this
prospectus supplement and the accompanying prospectus. This prospectus supplement is a part of the registration statement and
does not contain all the information in the registration statement. Whenever a reference is made in this prospectus
supplement or the accompanying prospectus to a contract or other document, the reference is only a summary and you should
refer to the exhibits that are a part of the registration statement for a copy of the contract or other document. You may
review a copy of the registration statement through the SEC’s website and our website.
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
The SEC’s
rules allow us to “incorporate by reference” information into this prospectus supplement. This means that we can disclose
important information to you by referring you to another document. Any information referred to in this way is considered part
of this prospectus supplement from the date we file that document. Any reports filed by us with the SEC after the date of this
prospectus supplement and before the date that the offering of securities by means of this prospectus supplement and the accompanying
prospectus is terminated will automatically update and, where applicable, supersede any information contained in this prospectus
supplement or incorporated by reference in this prospectus supplement.
We incorporated
by reference into this prospectus supplement and the accompanying prospectus the following documents or information filed with
the SEC other than, in each case, documents or information deemed to have been furnished and not filed in accordance with the
SEC’s rules:
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our
Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on
February 19, 2019;
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our
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2019, filed with
the SEC on May 7, 2019;
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·
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the
information contained in our Definitive Proxy Statement on Schedule 14A for our 2019
Annual Meeting of Shareholders, filed with the SEC on April 9, 2019, to the extent incorporated
by reference in Part III of our Annual Report on Form 10-K for the year ended December
31, 2018; and
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·
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any
registration statement on Form 8-A that we file relating to the Series B preferred stock
or the depositary shares.
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All
documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus
supplement and the accompanying prospectus and before the termination of the offering shall also be deemed to be incorporated
herein by reference. We are not, however, incorporating by reference any documents or portions thereof, whether specifically
listed above or filed in the future, that are not deemed “filed” with the SEC, including our compensation
committee report and performance graph or any information furnished pursuant to Item 2.02 or 7.01 of Form 8-K or certain
exhibits furnished pursuant to Item 9.01 of Form 8-K.
AVAILABLE
INFORMATION
Our filings with
the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments
thereto, are available on our website as soon as reasonably practicable after the reports are filed with or furnished to the SEC.
Copies can be obtained free of charge in the “Investor Relations” section of our website at www.tristatecapitalbank.com.
Our SEC filings are also available through the SEC’s website at www.sec.gov. Copies of these filings are also available
by writing the Company at the following address:
TriState Capital
Holdings, Inc.
Attention: Investor Relations
One Oxford Centre
301 Grant Street,
Suite 2700
Pittsburgh, PA
15219
(412) 304-0304
The information
contained on, or that can be accessed through, our website is not incorporated by reference in this prospectus supplement or the
accompanying prospectus and you should not consider it a part of this prospectus supplement or the accompanying prospectus. We
have included our website address in this prospectus solely as an inactive textual reference.
LEGAL MATTERS
The validity of
the preferred stock offered by this prospectus will be passed upon by Karla Villatoro de Friedman, our General Counsel of the
Bank, and the validity of the depositary shares offered by this prospectus will be passed upon by Covington & Burling LLP,
Washington, DC. Ms. Villatoro de Friedman beneficially owns shares of common stock and options and other equity awards to acquire
additional shares of our common stock. Certain legal matters in connection with the offering will be passed upon for the underwriters
by Nelson Mullins Riley & Scarborough LLP, Washington, DC.
EXPERTS
The consolidated
financial statements of TriState Capital Holdings, Inc. and subsidiaries as of December 31, 2018 and 2017, and for each of the
years in the three-year period ended December 31, 2018, and management’s assessment of the effectiveness of internal control
over financial reporting as of December 31, 2018 have been incorporated by reference herein and in the registration statement
in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing.
Prospectus
TRISTATE
CAPITAL HOLDINGS, INC.
$170,000,000
Common
Stock
Preferred Stock
Debt Securities
Warrants to Purchase Common Stock, Preferred Stock or Debt Securities
Depositary Shares
Units
Selling
Stockholders
4,878,049 Shares of Common Stock
From time to time,
in one or more offerings, we may offer and sell up to $170,000,000 in aggregate initial offering price of our (i) Common Stock,
(2) Preferred Stock, (3) Debt Securities, (4) Warrants to Purchase Common Stock, Preferred Stock or Debt Securities, (5) Depositary
Shares or (6) Units. Specific terms of such sales will be provided in supplements to this prospectus. We may also authorize one
or more free writing prospectuses to be provided to you in connection with any of these offerings.
In addition, this
prospectus relates to the resale from time to time of up to 4,878,049 shares of our Common Stock by the selling stockholders identified
in this prospectus. We will not receive any proceeds from the sale of shares by the selling stockholders.
You should read
this prospectus and any applicable prospectus supplement before you invest.
The selling stockholders
identified in this prospectus will pay any underwriting fees, discounts or commissions and transfer taxes relating to the registration
or sale of their shares. We will pay all other costs, fees and expenses incurred in effecting the registration of the shares covered
by this prospectus, including the SEC registration fee with respect to our shares and the selling stockholders’ shares,
fees and expenses of our counsel and accountants, as well as the reasonable fees and disbursements of one counsel to the selling
stockholders, and any underwriting fees, discounts or commissions and transfer taxes relating to the registration or sale of our
securities.
We may offer and
sell the securities that are to be offered by us and that are the subject of this prospectus, and the selling stockholders identified
in this prospectus, or their respective pledgees, donees, assignees, transferees or other successors in interests, may offer and
sell the shares of Common Stock owned by them that are the subject of this prospectus, in amounts, at prices and on terms to be
determined by market conditions and other factors at the time of the offering. The securities may be sold by any means described
in the section of this prospectus entitled “Plan of Distribution” of this prospectus or by any means described in
any applicable prospectus supplement.
Any prospectus
supplements and related free writing prospectuses may add, update or change information contained in this prospectus. You should
carefully read this prospectus and any accompanying prospectus supplement, together with the documents we incorporate by reference,
before you invest in our securities.
Our common stock
is traded on The Nasdaq Global Select Market, or NASDAQ, under the symbol “TSC.” On December 11, 2017, the closing
sale price of our common stock on the NASDAQ was $23.30 per share. You are urged to obtain current market quotations for our common
stock.
Investing
in our common stock involves certain risks. See “
Risk Factors
” beginning on page 2 and any risk factors included
in any accompanying prospectus supplement and in the documents incorporated by reference in this prospectus for a discussion of
the factors you should carefully consider before deciding to purchase our common stock.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The
date of this prospectus is December 21, 2017.
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
This prospectus
is part of a registration statement that we filed with the Securities and Exchange Commission (the “SEC”) utilizing
a “shelf” registration process. Under this shelf registration process, we may, over time, offer and sell up to $170,000,000
in total initial aggregate offering price of any combination of securities described in this prospectus, in one or more offerings
and at prices and on terms that we determine at the time of the offering. In addition, this prospectus and the registration statement
include up to 4,878,049 shares of our common stock that the selling stockholders identified in the prospectus may sell from time
to time in one or more offerings.
This prospectus
provides a general description of each of the securities we may offer, including of the shares of Common Stock the selling stockholders
may from time to time offer. Each time we offer securities covered by this prospectus we will provide a prospectus supplement
containing specific information about the terms of the securities being offered and the manner in which we are offering and selling
securities under this shelf registration statement. The prospectus supplement may include a discussion of any risk factors or
other special considerations that apply to those securities. In addition, depending on the manner in which the selling stockholders
sell securities covered by this prospectus, we may provide a prospectus supplement that will contain specific information about
the terms of that offering.
The prospectus
supplement may also add, update or change information contained in this prospectus. We may also authorize one or more free writing
prospectuses to be provided to you that may contain material information relating to these offerings. If there is any inconsistency
between the information in this prospectus and any prospectus supplement, you should rely on the information in the prospectus
supplement. You should read both this prospectus and any prospectus supplement together with the additional information described
under the heading “Where You Can Find More Information” in this prospectus.
You should rely
only on the information contained in or incorporated by reference in this prospectus, any accompanying prospectus supplement or
in any related free writing prospectus filed by us with the SEC. We have not authorized anyone to provide you with different information.
This prospectus and any accompanying prospectus supplement do not constitute an offer to sell or the solicitation of an offer
to buy any securities other than the common stock or an offer to sell or the solicitation of an offer to buy such securities in
any circumstances in which such offer or solicitation is unlawful. You should assume that the information appearing in this prospectus,
any prospectus supplement, the documents incorporated by reference and any related free writing prospectus is accurate only as
of their respective dates. Our business, financial condition, results of operations and prospects may have changed materially
since those dates.
Unless the context
otherwise indicates, references in this prospectus to “TriState,” the “Company,” “we,” “our”
and “us” refer, collectively, to TriState Capital Holdings, Inc., a Pennsylvania corporation, and its consolidated
subsidiaries.
ABOUT
TRISTATE CAPITAL HOLDINGS, INC.
TriState Capital
Holdings, Inc. (“we”, “us”, “our” or the “Company”) is a bank holding company
headquartered in Pittsburgh, Pennsylvania. The Company has three wholly owned subsidiaries: TriState Capital Bank (the “Bank”),
a Pennsylvania chartered bank; Chartwell Investment Partners, LLC (“Chartwell”), a registered investment advisor;
and Chartwell TSC Securities Corp. (“CTSC Securities”), a registered broker/dealer with the Securities and Exchange
Commission (“SEC”) and Financial Industry Regulatory Authority (“FINRA”). We market and distribute our
banking products and services through a scalable branchless banking model, which creates significant operating leverage throughout
our business as we continue to grow.
Through our bank
subsidiary we serve middle-market businesses in our primary markets throughout the states of Pennsylvania, Ohio, New Jersey and
New York, we serve treasury management and liquidity management clients on a national basis, and we serve high-net-worth individuals
throughout the United States through our private banking channel. Through our investment management subsidiary, we provide investment
management services to institutional, sub-advisory, managed account and private clients on a national basis. Our broker/dealer
subsidiary supports the distribution and marketing efforts for Chartwell’s proprietary investment products.
Our
principal executive offices are located at One Oxford Centre, 301 Grant Street, Suite 2700, Pittsburgh, PA 15219 and our telephone
number at that address is (412) 304-0304.
RISK
FACTORS
Investing in our
securities involves certain risks. You should carefully consider the risks and uncertainties described in this prospectus, any
prospectus supplement and the documents incorporated by reference herein or therein, including the risks and uncertainties described
in our most recent Annual Report on Form 10-K, as revised or supplemented by our subsequently filed Quarterly Reports on Form
10-Q, and which may be amended, supplemented or superseded from time to time by other reports we file with the SEC in the future.
The risks and uncertainties described in this prospectus and the documents incorporated by reference herein are not the only risks
we face. Additional risks and uncertainties that we do not presently know about or that we currently believe are not material
may also adversely affect our business. For more information, please see “Where You Can Find More Information” below.
FORWARD-LOOKING
STATEMENTS
This prospectus,
and the information incorporated by reference in this prospectus, includes “forward-looking statements” within the
meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). These forward-looking statements reflect our current views with respect to, among other things, future events and
our financial performance. These statements are often, but not always, made through the use of words or phrases such as “may,”
“should,” “could,” “predict,” “potential,” “believe,” “will
likely result,” “expect,” “continue,” “will,” “anticipate,” “seek,”
“estimate,” “intend,” “plan,” “projection,” “would” and “outlook,”
or the negative version of those words or other comparable of a future or forward-looking nature. These forward-looking statements
are not historical facts, and are based on current expectations, estimates and projections about our industry, management’s
beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control.
Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject
to risks, assumptions and uncertainties that are difficult to predict. Although we believe that the expectations reflected in
these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from
the results expressed or implied by the forward-looking statements. When considering forward-looking statements, you should keep
in mind the risk factors and other
cautionary statements in this prospectus,
as well as the risks outlined in “Part I, Item 1A. Risk Factors” in our most recent Annual Report on Form 10-K, “Part
II, Item 1A” of our Quarterly Reports on Form 10-Q filed after that Annual Report, and in the other reports we file with
the SEC.
There are or will
be important factors that could cause our actual results to differ materially from those indicated in these forward-looking statements,
including, but not limited to, the following:
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Deterioration
of our asset quality;
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Our
ability to prudently manage our growth and execute our strategy;
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Changes
in the value of collateral securing our loans;
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Business
and economic conditions generally and in the financial services industry, nationally
and within our local market area;
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Changes
in management personnel;
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Our
ability to maintain important deposit customer relationships, our reputation and otherwise
avoid liquidity risks;
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Our
ability to provide investment management performance competitive with our peers and benchmarks;
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Operational
risks associated with our business;
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Volatility
and direction of market interest rates;
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Increased
competition in the financial services industry, particularly from regional and national
institutions;
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Changes
in the laws, rules, regulations, interpretations or policies relating to financial institutions,
accounting, tax, trade, monetary and fiscal matters;
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Further
government intervention in the U.S. financial system;
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Other
factors that are discussed in the section entitled “
Risk Factors
,”
in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 as revised
or supplemented by our Quarterly Reports on Form 10-Q, which are incorporated by reference
in this prospectus, and which may be amended, supplemented or superseded from time to
time by other reports we file with the SEC in the future, which are also incorporated
by reference in this prospectus, all of which are accessible at
www.sec.gov
.
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The foregoing
factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this
document. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions
prove to be incorrect, actual results may differ materially from what we anticipate. Accordingly, you should not place undue reliance
on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and we do
not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information,
future developments or otherwise. New factors emerge from time to time, and it is not possible for us to predict which will arise.
In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors,
may cause actual results to differ materially from those contained in any forward-looking statements.
USE
OF PROCEEDS
Unless otherwise
indicated in a prospectus supplement, the net proceeds from the sale of the securities offered by us in this prospectus will be
used for general corporate purposes, including working capital, repayment of indebtedness or other capital restructuring, acquisitions
and other business purposes. We may also invest the proceeds in certificates of deposit, United States government securities,
certain other interest-bearing securities or money market securities until the proceeds are applied for specified purposes. If
we decide to use the net proceeds from a particular offering for a specific purpose other than as set forth above, we will describe
that purpose in the related prospectus supplement.
We will not receive
any proceeds from the sale of shares of our common stock by the selling stockholders. The selling stockholders will pay any underwriting
fees, discounts or commissions and transfer taxes relating to the offer or sale from time to time of their shares. We will pay
all other costs, fees and expenses incurred in effecting the registration of the shares of the selling stockholders covered by
this prospectus, including, without limitation the SEC registration fee with respect to those shares, fees and expenses of our
counsel and accountants, as well as the reasonable fees and disbursements of one counsel to the selling stockholders.
SELLING STOCKHOLDERS
The selling stockholders
identified in the table below purchased our Series C Preferred Stock in a private placement which closed on August 10, 2012. On
May 14, 2013, the date of the closing of our initial public offering, that Series C Preferred Stock was converted into the shares
of common stock that they may offer for resale from time to time pursuant to this prospectus. The table below sets forth information
relating to the selling stockholders as of November 30, 2017, based on information supplied to us by the selling stockholders
on or prior to that date. We have not sought to verify such information.
The common stock
of the selling stockholders is included in the registration statement that includes this prospectus in accordance with our Registration
Rights Agreement with them that is described in “Description of Common Stock” below. The selling stockholders may
offer the common stock for resale from time to time pursuant to this prospectus, however, they are under no obligation to sell
any of the common stock offered pursuant to this prospectus. Because the selling stockholders may sell all, some or none of the
common stock held by them, no assurance can be given as to the number of shares of common stock that a selling stockholder will
hold upon termination of any offering made hereby. The selling stockholders may hold or acquire at any time shares of our common
stock in addition to the shares offered by the prospectus and may have acquired additional shares of our common stock since the
date on which they provided the information in the table below. In addition, the selling stockholders may have sold, transferred
or otherwise disposed of, or may sell, transfer or otherwise dispose of, at any time and from time to time, the common stock held
by them in transactions exempt from the registration requirements of the Securities Act, after the date on which it provided the
information set forth on the table below. For purposes of the table below, however, we have assumed that after termination of
this offering, none of the shares of common stock offered by this prospectus will be held by the selling stockholders.
Beneficial ownership
for the purposes of this table is determined in accordance with the rules and regulations of the SEC. These rules generally provide
that a person is the beneficial owner of securities if such person has or shares the power to vote or direct the voting thereof,
or to dispose or direct the disposition thereof or has the right to acquire such powers within 60 days.
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Shares
Beneficially Owned
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Shares
Beneficially Owned
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Prior
to the Offering
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Shares
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After
the Offering
(2)
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Name
of Selling Stockholder
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Number
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Percentage
(1)
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Offered
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Number
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Percentage
(1)
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Entities
affiliated with Lovell Minnick Partners LLC
(3)
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4,878,049
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17
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%
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4,878,049
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—
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—
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%
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(1)
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Percentages
based on 28,589,938 shares of common stock outstanding as of November 30, 2017.
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(2)
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Represents
the amount of common stock that will be held by the selling stockholders after completion
of all offerings pursuant to this prospectus based on the assumptions that (a) all shares
registered for sale by the registration statement of which this prospectus forms a part
will be sold and (b) that no other shares of common stock are acquired or sold by the
selling stockholders prior to completion of such offerings. However, the selling stockholders
may sell all, some or none of the shares offered pursuant to this prospectus and may
sell some or all of their shares pursuant to an exemption from the registration requirements
of the Securities Act.
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(3)
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Represents
3,373,693 shares that are held of record by LM III TriState Holdings LLC and 1,504,356
shares that are held of record by LM III-A TriState Holdings LLC. Lovell Minnick Partners
LLC is the managing member of Fund III UGP LLC, which is the general partner of Lovell
Minnick Equity Advisors III LP, which is, in turn, the general partner of each of Lovell
Minnick Equity Partners III LP and Lovell Minnick Equity Partners III-A LP. Lovell Minnick
Equity Partners III LP is a managing member of LM III TriState Holdings LLC and Lovell
Minnick Equity Partners III-A LP is a managing member of LM III-A TriState Holdings LLC.
Investment decisions are made on behalf of Lovell Minnick Partners LLC by the six-person
Investment Committee of its Board of Managers. The business address for each of LM III
TriState Holdings LLC and LM III-A TriState Holdings LLC is 150 N. Radnor Chester Road,
Suite A200, Radnor, Pennsylvania 19087. Each of the foregoing persons expressly disclaims
beneficial ownership of the reported shares except to the extent of its pecuniary interest
therein.
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The selling stockholders
have not held any position or office or had any other material relationship with us or any of our predecessors or affiliates within
the past three years other than as a result of the ownership of our securities, except that James Minnick, who is a Director of
TriState Capital, is an officer of Lovell Minnick Partners LLC.
RATIO
OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
If we offer preferred
stock under this prospectus, then we will, at that time, provide a ratio of earnings to combined fixed charges and preferred stock
dividends in the applicable prospectus supplement for such offering.
DESCRIPTION
OF SECURITIES WE MAY OFFER
This prospectus
contains a description of our common stock and a summary of the material general terms of the other securities that we may offer.
The specific terms of the securities will be described in a prospectus supplement, information incorporated by reference, or free
writing prospectus, which may be in addition to or different from the general terms summarized in this prospectus. The applicable
prospectus supplement may add, update or change the terms and conditions of the securities as described in this prospectus. Further,
this summary is subject to, and qualified in its entirety by reference to, our articles of incorporation, as amended (the “articles
of incorporation”), and our bylaws, as amended (the “bylaws”), each of which is incorporated by reference, the
applicable provisions of the Pennsylvania Business Corporation Law, as amended, and other applicable provisions of Pennsylvania
law, and other documents relating to any securities sold pursuant to this prospectus. The summaries contained in this prospectus
and in any prospectus supplements, information incorporated by reference or free writing prospectus may not contain all of the
information that you would find useful. Accordingly, you should read the actual documents relating to any securities sold pursuant
to this prospectus. See “Where You Can Find More Information” and “Incorporation by Reference” for information
about how to obtain copies of those documents.
DESCRIPTION OF COMMON
STOCK
General
Our articles of
incorporation authorize us to issue a total of 45,000,000 shares of common stock, no par value per share. The authorized but unissued
shares of our capital stock will be available for future issuance without shareholder approval, unless otherwise required by applicable
law or the rules of any applicable securities exchange.
As of November
30, 2017, 28,589,938 shares of our common stock were issued and outstanding and held by approximately 139 shareholders of record.
Voting.
Each holder of our common stock is entitled to one vote for each share on
all matters submitted to the shareholders, except as otherwise required by law and subject to the rights and preferences of the
holders of any outstanding shares of our preferred stock. Holders of our common stock are not entitled to cumulative voting in
the election of directors.
Dividends
and other distributions.
Subject to certain regulatory restrictions discussed
in this prospectus and to the rights of holders of any preferred stock that we may issue, all shares of our common stock are entitled
to share equally in dividends from legally available funds, when, as, and if declared by our board of directors. Upon any voluntary
or involuntary liquidation, dissolution or winding up of our affairs, all shares of our common stock would be entitled to share
equally in all of our remaining assets available for distribution to our shareholders after payment of creditors and subject to
any prior distribution rights related to our preferred stock. For additional information, see “Supervision and Regulation-Dividends.”
Preemptive
rights.
Holders of our common stock do not have preemptive or subscription
rights to acquire any authorized but unissued shares of our capital stock upon any future issuance of shares.
Preferred
Stock.
Our articles of incorporation permit us to issue up to 150,000 shares of one or more series of preferred
stock and authorize our board of directors to designate the preferences, limitations and relative rights of any such series of
preferred stock. See “Description of our Preferred Stock” for a description of rights and preferences that series
of our preferred stock may have. At this time, no series of our preferred stock is authorized, issued and outstanding.
Although the creation
and authorization of preferred stock does not, in and of itself, have any effect on the rights of the holders of our common stock,
the issuance of one or more series of preferred stock may affect the holders of common stock in a number of respects, including
the following: by subordinating our common stock to the preferred stock with respect to dividend rights, liquidation preferences,
and other rights, preferences, and privileges; by diluting the voting power of our common stock; by diluting the earnings per
share of our common stock; and by issuing common stock, upon the conversion of the preferred stock, at a price below the fair
market value or original issue price of the common stock that is outstanding prior to such issuance.
Rights
of Selling Stockholders.
In connection with our issuance of the Series C
preferred stock to the Lovell Minnick funds, we entered into a Preferred Stock Purchase Agreement, dated as of April 24, 2012,
as amended. Pursuant to the Preferred Stock Purchase Agreement, we agreed to comply with certain continuing obligations which,
as in effect after our initial public offering, are described in more detail below.
Board
representation
.
We agreed under the terms of the Preferred
Stock Purchase Agreement as amended to appoint one individual designated by the Lovell Minnick funds to serve in the following
positions for us and for TriState Capital Bank: (1) a Class IV director (who had a term that expired April 24, 2016) and, in the
case
of the Bank, a director; (2) a member
of the Compensation Committee; and (3) a member of the Nominating and Corporate Governance Committee.
We also agreed
that, for so long as the Lovell Minnick funds collectively hold more than 4.9% of our outstanding common stock, we would nominate
the director designated by the Lovell Minnick funds for successive four-year terms and take any other lawful action within our
power to cause the designee to be elected for terms as a director of TriState Capital and TriState Capital Bank. In addition,
we agreed that vacancies created by any resignation or otherwise of a director designated by the Lovell Minnick funds will be
filled with a successor director that has been designated by the Lovell Minnick funds. If a director nominee that has been designated
by the Lovell Minnick funds is not elected for any reason, we have agreed that we will increase the number of directors, creating
a vacancy on our board of directors, and then fill that vacancy with the Lovell Minnick fund’s designee. Unless increased
pursuant to this covenant, we have agreed that the number of directors on our board will not exceed 14.
James E. Minnick
was appointed in August 2012 to, and continues to serve on, our board of directors and the board of directors of TriState Capital
Bank as the representative of the Lovell Minnick funds, and he also serves on certain of our committees, including the Compensation
Committee and the Nominating and Corporate Governance Committee.
Observer
rights
.
In addition to the above-described board representation
rights, we also agreed that, for so long as the Lovell Minnick funds collectively hold more than 4.9% of our outstanding common
stock, we and TriState Capital Bank will invite one observer designated by the Lovell Minnick funds to our respective board meetings.
This observer will be entitled to attend meetings and take notes, but will not be entitled to vote or participate in discussions
at the meetings.
Indemnification.
We agreed under the terms of the Preferred Stock Purchase Agreement that we will be
the indemnitor of “first resort” with respect to any claims against the director designated by the Lovell Minnick
funds for indemnification claims that are indemnifiable by both us and the Lovell Minnick funds. Accordingly, to the extent that
indemnification is permissible under applicable law, we will have full liability for such claims (including for the advancement
of any expenses) and we have waived all related rights of contribution, subrogation or other recovery that we might otherwise
have against the Lovell Minnick funds.
Registration Rights
In connection
with our issuance of the Series C preferred stock, we entered into a Registration Rights Agreement with the Lovell Minnick funds.
The Registration Rights Agreement provides that the holders of at least 50% of our common stock (on an as-converted basis) that
is held by the Lovell Minnick funds may require that we file a Form S-1 or similar “long-form” registration statement
with the SEC to register the shares of our common stock that are issuable upon conversion of our Series C preferred stock. It
is a condition to any such long-form demand registration that the aggregate offering price of the securities to be registered
be at least $25.0 million.
In addition, holders
of at least 25% of our common stock (on an as-converted basis) that is held by the Lovell Minnick funds may require that we file
a Form S-3 or similar “short-form” registration statement with the SEC to register the shares of our common stock
that are issuable upon conversion of our Series C preferred stock. It is a condition to any such short-form demand registration
that the aggregate offering price of the securities to be registered be at least $10.0 million. We have agreed with the Lovell
Minnick funds that the registration statement that includes this prospectus constitutes such a “short form” registration
statement under the Registration Rights Agreement.
All demand registrations
pursuant to the Registration Rights Agreement will be short-form registrations whenever we are permitted to use any applicable
short form. We have agreed to use our best efforts to make short-form registrations available for the sale of any securities for
which registration rights are available under the Registration Rights Agreement.
We are required
to pay the expenses associated with the above-described demand registrations, including the registration relating to the offering
made by this prospectus, even if the registration is not completed. Lovell Minnick, as the holder of a majority of the securities
included in this demand registration has the right to select investment bankers and managers to administer the offering.
The Registration
Rights Agreement also provides certain “piggyback” registration rights to the Lovell Minnick funds which were waived
with respect to our initial public offering. Subject to certain limitations, in the event that we register any of our equity securities
under the Securities Act (other than pursuant to an above-described demand registration or in connection with registration statements
on Form S-4 or Form S-8), we must give notice to the Lovell Minnick funds of our intention to effect such a registration and must
include in the registration statement all registerable securities for which we have received a written request for inclusion.
We will be required to pay for all piggyback registration expenses, even if the registration is not completed. We will retain
the right to select the investment bankers and managers to administer any underwritten offering in which piggyback registration
rights are granted.
The
rights of any person to request a demand registration or to request inclusion in a piggyback registration pursuant to the Registration
Rights Agreement will terminate upon the earliest time after an initial public offering at which a holder of the registerable
securities: (1) can sell all shares held by it in compliance with Rule 144(b)(1) (i) or (ii) of the Securities Act; or (2) holds
1% or less of our outstanding common stock and all of the registerable securities held by such holder may be sold in any three-month
period without registration in compliance with Rule 144.
Anti-Takeover Effect
of Governing Documents and Applicable Law
Provisions
of governing documents
. Our articles of incorporation and bylaws contain
certain provisions that may have the effect of deterring or discouraging, among other things, a non-negotiated tender or exchange
offer for our common stock, a proxy contest for control of TriState Capital, the assumption of control of TriState Capital by
a holder of a large block of our voting stock and the removal of our management. These provisions: empower our board of directors,
without shareholder approval, to issue our preferred stock, the terms of which, including voting power, are set by our board of
directors; divide our board of directors into four classes serving staggered four-year terms; eliminate cumulative voting in elections
of directors; require the request of holders of at least 10% of the outstanding shares of our capital stock entitled to vote at
a meeting to call a special shareholders’ meeting; and require at least 60 days’ advance notice of nominations for
the election of directors and the presentation of shareholder proposals at meetings of shareholders.
Provisions
of applicable law
. The Pennsylvania Business Corporation Law also contains
certain provisions applicable to us which may have the effect of impeding a change in control of TriState Capital. These provisions,
among other things: prohibit shareholders from calling a special meeting, in most circumstances, or by acting by less than unanimous
written consent; prohibit shareholders from proposing amendments to a corporation’s articles of incorporation; require (under
Subchapter E of Chapter 25) that, following any acquisition by any person or group of 20% of a public corporation’s voting
power, the remaining shareholders have the right to receive payment for their shares, in cash, from such person or group in an
amount equal to the “fair value” of the shares, including an increment representing a proportion of any value payable
for control of the corporation; prohibit (under Subchapter F of Chapter 25) for five years, subject to certain exceptions, a “business
combination” (which includes a merger or consolidation of the corporation or a sale, lease or exchange of assets) with a
person
or group beneficially owning
20% or more of a public corporation’s voting power, provided that this provision does not apply to any business combinations
approved by a corporation’s board of directors; generally prohibit (under Subchapter G of Chapter 25) a person or group
who or which acquires voting power in an election of directors in excess of certain thresholds (20%, 33 1/3% and 50%) for the
first time from voting the “control shares” (i.e., the shares acquired which result in the person exceeding the applicable
threshold, plus all voting shares acquired in the preceding 180 days and any other voting shares acquired with the intent of making
a “control-share acquisition”) unless voting rights are restored at a shareholders meeting requested by the acquiring
shareholder by the affirmative vote of a majority of the shares eligible to vote in elections of directors of both (1) the disinterested
shareholders and (2) all voting shares; require (under Subchapter H of Chapter 25) any person or group that publicly announces
that it may acquire control of a public company, or that acquires or publicly discloses an intent to acquire twenty percent (20%)
or more of the voting power of a public company, to disgorge to the corporation any profits that it receives from sales of the
corporation’s equity securities purchased over the prior 24 or subsequent 18 months; require (under Subchapter I of Chapter
25) the payment of minimum severance benefits to certain employees whose employment is terminated within two years of the approval
of a control-share acquisition under Subchapter G of Chapter 25 of the Act; prohibit (under Subchapter I of Chapter 25) the cancellation
of certain labor contracts in connection with a control-share acquisition under Subchapter G of Chapter 25 of the Act; expand
the factors and groups (including, without limitation, shareholders) that a corporation’s board of directors can consider
in determining whether an action or transaction is in the best interests of the corporation; provide that a corporation’s
board of directors need not consider the interests of any particular stakeholder group as dominant or controlling in determining
whether an action or transaction is in the best interests of the corporation; provide that a corporation’s directors, in
order to satisfy the presumption that they have acted in the best interests of the corporation, need not satisfy any greater obligation
or higher burden of proof with respect to actions relating to an acquisition or potential acquisition of control; and provide
that the fiduciary duty of a corporation’s directors is due solely to the corporation and may be enforced by the corporation
or by a shareholder in a derivative action, but not directly by a shareholder.
In addition to
the foregoing, the Pennsylvania Business Corporation Law also explicitly provides that the fiduciary duties of directors do not
require them to redeem any rights under, or to modify or render inapplicable, any shareholder rights plan; render inapplicable,
or make determinations under, provisions of the Act relating to control transactions, business combinations, control-share acquisitions
or disgorgement by certain controlling shareholders following attempts to acquire control; or act as the board of directors, a
committee of the board or an individual director, solely because of the effect that the action could have on an acquisition or
potential acquisition of control of the corporation or the consideration that might be offered or paid to shareholders in such
an acquisition.
The Pennsylvania
Business Corporation Law further provides that any act of the board of directors, a committee of the board or an individual director
relating to or affecting an acquisition or potential or proposed acquisition of control to which a majority of the disinterested
directors have assented will be presumed to satisfy the standard of care set forth in the statute, unless it is proven by clear
and convincing evidence that disinterested directors did not consent to such act in good faith after reasonable investigation.
As a result of this and the other provisions of the Pennsylvania Business Corporation Law, our directors have broad discretion
with respect to actions that may be taken in response to acquisitions or proposed acquisitions of corporate control.
Through amendments
to our articles of incorporation, we have opted out of coverage by Subchapters E, G and H of the Pennsylvania Business Corporation
Law which are described above. As a result, those provisions would not apply to a non-negotiated attempt to acquire control of
TriState Capital, although such an attempt would still be subject to the special provisions of our governing documents described
in the paragraphs above.
The
overall effect of these provisions may be to deter a future offer or other merger or acquisition proposals that a majority of
our shareholders might view to be in their best interests as the offer might include a substantial premium over the market price
of our common stock at that time. In addition, these provisions may have the
effect of assisting our board of
directors and our management in retaining their respective positions and placing them in a better position to resist changes that
the shareholders may want to make if dissatisfied with the conduct of our business.
DESCRIPTION
OF PREFERRED STOCK
General
The following
outlines the general provisions of the shares of preferred stock which we may offer from time to time. The specific terms of a
series of preferred stock will be described in the applicable prospectus supplement relating to that series of preferred stock.
The following description of the preferred stock and any description of preferred stock in a prospectus supplement is only a summary
and is subject to and qualified in its entirety by reference to the articles of amendment to our articles of incorporation relating
to the particular series of preferred stock, a copy of which we will file with the SEC in connection with the sale of any series
of preferred stock.
Our articles of
incorporation permit us to issue, without shareholder approval, up to 150,000 shares of one or more series of preferred stock
and authorize our board of directors to designate the preferences, limitations and relative rights of any such series of preferred
stock. Each share of a series of preferred stock will have the same relative rights as, and be identical in all respects with,
all the other shares of the same series. Preferred stock may have voting rights, subject to applicable law and determination at
issuance of our board of directors. While the terms of preferred stock may vary from series to series, holders of our common stock
should assume that all shares of preferred stock will be senior to our common stock in respect of distributions and on liquidation.
At this time, no series of our preferred stock is authorized, issued and outstanding.
In addition, as
described under “Description of Depositary Shares,” we may, instead of offering full shares of any series of preferred
stock, offer depositary shares evidenced by depositary receipts, each representing a fraction of a share of the particular series
of preferred stock issued and deposited with a depositary. The fraction of a share of preferred stock which each depositary share
represents will be set forth in the prospectus supplement relating to such depositary shares.
The prospectus
supplement relating to a particular series of preferred stock will contain a description of the specific terms of that series,
including, as applicable:
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the
title, designation, number of shares and stated or liquidation value of the preferred
stock;
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the
dividend amount or rate or method of calculation, the payment dates for dividends and
the place or places where the dividends will be paid, whether dividends will be cumulative
or noncumulative, and, if cumulative, the dates from which dividends will begin to accrue;
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any
conversion or exchange rights;
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whether
the preferred stock will be subject to redemption and the redemption price and other
terms and conditions relative to the redemption rights;
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any
liquidation rights;
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any
sinking fund provisions;
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the
exchange or market, if any, where the preferred stock will be listed or traded; and
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any
other rights, preferences, privileges, limitations and restrictions that are not inconsistent
with the terms of our articles of incorporation.
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Upon the issuance
and payment for shares of preferred stock, the shares will be fully paid and nonassessable. Except as otherwise may be specified
in the prospectus supplement relating to a particular series of preferred stock, holders of preferred stock will not have any
preemptive or subscription rights to acquire any class or series of our capital stock and each series of preferred stock will
rank on a parity in all respects with each other series of our preferred stock and prior to our common stock as to dividends and
any distribution of our assets.
As stated above
in the “Description of Our Common Stock”, the authorization of the preferred stock could have the effect of making
it more difficult or time consuming for a third party to acquire a majority of our outstanding voting stock or otherwise effect
a change of control. Shares of the preferred stock may also be sold to third parties that indicate that they would support the
board of directors in opposing a hostile takeover bid. The availability of the preferred stock could have the effect of delaying
a change of control and of increasing the consideration ultimately paid to our shareholders. The board of directors may authorize
the issuance of preferred stock for capital-raising activities, acquisitions, joint ventures or other corporate purposes that
have the effect of making an acquisition of the Company more difficult or costly, as could also be the case if the board of directors
were to issue additional common stock for such purposes. See “Anti-Takeover Effects of Governing Documents and Applicable
Law.”
Redemption
If so specified
in the applicable prospectus supplement, a series of preferred stock may be redeemable at any time, in whole or in part, at our
option, and may be mandatorily redeemable or convertible. Restrictions, if any, on the repurchase or redemption by us of any series
of our preferred stock will be described in the applicable prospectus supplement relating to that series. Generally, any redemption
of our preferred stock will be subject to prior Federal Reserve approval. Any partial redemption of a series of preferred stock
would be made in the manner described in the applicable prospectus supplement relating to that series.
Upon the redemption
date of shares of preferred stock called for redemption or upon our earlier call and deposit of the redemption price, all rights
of holders of the preferred stock called for redemption will terminate, except for the right to receive the redemption price.
Dividends
Holders of each
series of preferred stock will be entitled to receive cash dividends only when, as and if declared by our board of directors out
of funds legally available for dividends on such preferred stock. The rates or amounts and dates of payment of dividends will
be described in the applicable prospectus supplement relating to each series of preferred stock. Dividends will be payable to
holders of record of preferred stock on the record dates fixed by our board of directors. Dividends on any series of preferred
stock may be cumulative or noncumulative, as described in the applicable prospectus supplement.
Our board of directors
may not declare, pay or set apart funds for payment of dividends on a particular series of preferred stock unless full dividends
on any other series of preferred stock that ranks equally with or senior to such series of preferred stock with respect to the
payments of dividends have been paid or sufficient funds have been set apart for payment for either of the
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all
prior dividend periods of each such series of preferred stock that pay dividends on a
cumulative basis; or
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the
immediately preceding dividend period of each such series of preferred stock that pays
dividends on a noncumulative basis.
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Partial dividends
declared on shares of any series of preferred stock and other series of preferred stock ranking on an equal basis as to dividends
will be declared pro rata. A pro rata declaration means that the ratio of dividends declared per share to accrued dividends per
share will be the same for all series of preferred stock of equal priority.
Liquidation Preference
In the event of
the liquidation, dissolution or winding-up of us, holders of each series of preferred stock will have the right to receive distributions
upon liquidation in the amount described in the applicable prospectus supplement relating to each series of preferred stock, plus
an amount equal to any accrued but unpaid dividends. These distributions will be made before any distribution is made on our common
stock or on any securities ranking junior to such preferred stock upon liquidation, dissolution or winding-up.
However,
holders of the shares of preferred stock will not be entitled to receive the liquidation price of their shares until we have
paid or set aside an amount sufficient to pay in full the liquidation preference of any class or series of our capital stock
ranking senior as to rights upon liquidation, dissolution or winding up. Unless otherwise provided in the applicable
prospectus supplement, neither a consolidation or merger of the Company with or into another corporation nor a merger of
another corporation with or into the Company nor a sale or transfer of all or part of the Company’s assets for cash or
securities will be considered a liquidation, dissolution or winding up of the Company.
If the liquidation
amounts payable to holders of preferred stock of all series ranking on a parity regarding liquidation are not paid in full, the
holders of the preferred stock of these series will have the right to a ratable portion of our available assets up to the full
liquidation preference. Holders of these series of preferred stock or such other securities will not be entitled to any other
amounts from us after they have received their full liquidation preference.
Conversion and Exchange
The prospectus
supplement will indicate whether and on what terms the shares of any future series of preferred stock will be convertible into
or exchangeable for shares of any other class, series or security of the Company or any other corporation or any other property
(including whether the conversion or exchange is mandatory, at the option of the holder or our option, the period during which
conversion or exchange may occur, the initial conversion or exchange price or rate and the circumstances or manner in which the
amount of common or preferred stock or other securities issuable upon conversion or exchange may be adjusted). It will also indicate
for preferred stock convertible into common stock, the number of shares of common stock to be reserved in connection with, and
issued upon conversion of, the preferred stock (including whether the conversion or exchange is mandatory, the initial conversion
or exchange price or rate and the circumstances or manner in which the amount of common stock issuable upon conversion or exchange
may be adjusted) at the option of the holder or our option and the period during which conversion or exchange may occur.
Voting
Rights
The holders of
shares of preferred stock will have no voting rights, except:
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as
otherwise stated in the applicable prospectus supplement;
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as
otherwise stated in the articles of amendment to our articles of incorporation establishing
the series of such preferred stock; and
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as
otherwise required by applicable law.
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Transfer
Agent and Registrar
The transfer agent,
registrar, dividend paying agent and depositary, if any, for any preferred stock offering will be stated in the applicable prospectus
supplement.
DESCRIPTION
OF DEPOSITARY SHARES
General
This section of
the prospectus describes the material terms and provisions of depositary shares which we may offer from time to time. If and when
we offer to sell depositary shares of our preferred stock, we will describe the specific terms of the offering and the depositary
shares in a prospectus supplement. The applicable prospectus supplement will also indicate whether the terms and provisions described
in this prospectus apply to the depositary shares offered by us. This summary is not complete and is qualified in its entirety
by reference to our articles of incorporation, bylaws and any applicable provisions of Pennsylvania law.
Depositary shares
are fractional shares of preferred stock. Each depositary share will represent a certain fraction of a share of a certain series
of preferred stock. If we decide to offer and sell depositary shares, the fractional amount of preferred stock that the depositary
share represents, the underlying series of such preferred stock, and the powers, designations, preferences, and other terms and
rights of the underlying series of preferred stock will be specified in the applicable prospectus supplement.
If we choose to
issue depositary shares, we will (1) deposit the underlying preferred stock represented by each depositary share with a depositary
(the “preferred stock depositary”), (2) enter into a deposit agreement with the preferred stock depositary and the
holders of the depositary shares, and (3) issue depositary receipts for any depositary shares we sell. Subject to the terms of
the deposit agreement and depositary receipt, each holder of one or more depositary shares will be entitled to all of the rights
and preferences of the series of preferred stock underlying the depositary shares in proportion to the applicable fraction of
preferred stock represented by the depositary share. These rights may include dividend, voting, redemption, conversion and liquidation
rights.
We will identify
the preferred stock depositary and describe the material terms of the depositary shares, depositary receipts, deposit agreement,
and underlying series of preferred stock in a prospectus supplement relating to the offering of depositary shares. You should
also refer to the forms of the deposit agreement and depositary receipts that will be filed with the SEC as an exhibit to the
applicable prospectus supplement.
Voting
Holders of depositary
shares are entitled to the same voting rights, if any, in the applicable proportional amount, as holders of the series of preferred
stock represented by the depositary shares. If holders of the underlying preferred stock are entitled to vote at any meeting of
shareholders, the preferred stock depositary will
mail the notice of such meeting to
the holders of depositary shares. The record date for voting the depositary shares will be the same as the record date for voting
the underlying preferred stock. Each holder of one or more depositary shares will be furnished with certain information about
the shareholder meeting, including notice, reports, and proxy solicitation material, and will be able to vote his or her depositary
shares by giving instructions to the preferred stock depositary in accordance with the information provided in the proxy material.
Dividends
Holders of depositary
shares are entitled to the same dividend and other distribution rights, in the applicable proportional amount, as holders of the
series of preferred stock represented by the depositary shares. If we offer depositary shares, we will include a description of
the dividend rights of the underlying preferred stock in the applicable prospectus supplement. The par value of the underlying
preferred stock, if any, the dividend rate, and whether the dividends are cumulative or non-cumulative will be included in such
description.
The record date
for receiving dividends on behalf of depositary shares will be the same as the record date for the underlying preferred stock.
If we issue dividends to the holders of the underlying series of preferred stock, each holder of depositary shares will receive
a proportional amount of such dividend equal to (i) the fraction of a share of preferred stock represented by a depositary share,
multiplied by (ii) the number of depositary shares held by such holder. The payment of dividends to holders of depositary shares
will be facilitated in a manner similar to the payment of dividends to holders of our common and preferred stock.
Redemption, Conversion and Liquidation
Our ability to
redeem depositary shares will be the same as our ability to redeem shares of the underlying series of preferred stock. This ability
will be outlined in the prospectus supplement accompanying the offering of the depositary shares. The redemption price for each
depositary share will be (i) the redemption price for a share of the underlying preferred stock, multiplied by (ii) the fractional
amount of a share of preferred stock represented by the depositary share.
If we issue a
stock dividend or stock split with respect to the underlying preferred stock, reclassify the underlying preferred stock, exchange
shares of the underlying preferred stock for a different class of securities, or upon any recapitalization, reorganization, merger
or consolidation, the holders of depositary shares will be entitled to the same rights and treatment—on a proportional basis—as
the holders of the underlying preferred stock. These actions will likely be effectuated through the preferred stock depositary.
Please refer to the prospectus supplement accompanying any offering of depositary shares for more information on our ability to
exercise the aforementioned changes.
If the Company
is liquidated or wound up and dissolved, holders of depositary shares will receive the same distribution and other rights as holders
of the underlying series of preferred stock in an amount proportional to the fraction of a share of preferred stock represented
by a depositary share. The liquidation preference and related rights of the underlying preferred stock will be outlined in the
applicable prospectus supplement.
Withdrawal of the Underlying
Preferred Stock
Holders of depositary
shares may have the right to withdraw the underlying preferred stock represented by their depositary shares. The existence of
this right and the terms and requirements related thereto will be outlined in the applicable prospectus supplement. If a holder
of depositary shares wishes to withdraw the underlying preferred stock, he or she will need to surrender the depositary receipt
and pay all taxes, charges and fees provided for in the deposit agreement. The deposit agreement may provide that only whole shares
of the underlying preferred stock may be withdrawn and that shares of preferred stock may not be redeposited in exchange for depositary
shares. Please refer to the form deposit agreement that will be attached to any prospectus supplement relating to the offering
of depositary shares.
Other Rights
If the holders
of the underlying preferred stock have the right to subscribe for or purchase additional securities or any other rights, preferences,
or privileges, the same rights, preferences, and privileges will apply to holders of depositary shares in the respective proportional
amount. These rights will be outlined in the applicable prospectus supplement. The preferred stock depositary may also be able
to sell certain of those rights, preferences, and privileges, whether through warrants or otherwise, and the net proceeds of such
sale will be distributed to the holders of depositary shares entitled to such proceeds.
The deposit agreement
may also provide holders of depositary shares with the right to inspect the transfer books of the preferred stock depositary and
to access and/or obtain a copy of the list of holders of depositary receipts. These rights, if applicable, will be contained in
the deposit agreement. Further, the preferred stock depositary will forward or make available, as applicable, any reports and
communications from us with respect to the underlying preferred stock to the holders of depositary shares.
Amendment and Termination
The deposit agreement
and depositary receipts may be amended, extended, or terminated by us if certain requirements are satisfied. Our ability to do
so will be described in detail in the applicable prospectus supplement and form deposit agreement and depositary receipt attached
thereto. The depositary agreement may be terminated if (i) all the outstanding depositary shares have been redeemed or (ii) there
has been a final distribution in respect of our preferred stock in connection with our liquidation, winding up, or dissolution.
The deposit agreement
may allow us to change the preferred stock depositary or allow the preferred stock depositary to resign. If the preferred stock
depositary resigns, a new preferred stock depositary will be appointed to assume the role of preferred stock depositary of our
depositary shares. Any preferred stock depositary we use must meet certain requirements, which will be described in the applicable
prospectus supplement.
Limitation of Liability
The deposit agreement
may also provide for a limitation on the liability of both us and the preferred stock depositary. Under the deposit agreement,
we may agree to indemnify the preferred stock depositary. With respect to the holders of depositary shares, our liability and
the liability of the preferred stock depositary may be limited as follows:
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we
may only be required to take the actions set forth in the deposit agreement in good faith;
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we
will not be liable if a change in the law or other circumstances beyond our control inhibit
our ability to perform certain obligations under the deposit agreement;
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we
may have discretionary authority under the deposit agreement, and we will not be liable
for actions taken within our discretionary authority;
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we
may not be required to take certain actions under the deposit agreement unless we are
provided with satisfaction indemnification from the holders of the depositary shares;
and
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we
will be permitted to rely in good faith on the advice of legal counsel and other experts
under certain circumstances.
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Fees and Charges Against Holders
of Depositary Shares
Certain fees and
charges related to the issuance, existence, and ownership of the depositary shares will be paid by us and certain of those fees
and charges must be paid by the holders of the depositary shares. Those fees and charges that must be paid by the holders may
be charged against dividends and other distributions received on behalf of the depositary shares and/or the underlying shares
of preferred stock. Detailed information with respect to the amount, recipient, and party responsible for the payment of fees
and charges related to (i) the deposit, substitution, or withdrawal of the underlying preferred stock, (ii) the receipt and distribution
of dividends, (iii) the sale or exercise of certain rights, and (iv) the transfer, splitting, or grouping of depositary receipts
will be provided in the applicable prospectus supplement and the attachments thereto.
DESCRIPTION
OF DEBT SECURITIES
General
This section of
the prospectus describes the material terms of our debt securities, which may be senior debt securities or subordinate debt securities.
When we offer to sell our debt securities, we will describe the specific terms of the offering and the debt securities in a prospectus
supplement. The information provided in the prospectus supplement may differ from the information provided herein. In such instances,
the prospectus supplement will control. We urge you to read the prospectus supplement and any other offering material carefully
and in its entirety. This summary is not complete and is qualified in its entirety by reference to the prospectus supplement and
any accompanying exhibits, our articles of incorporation, bylaws and any applicable provisions of Pennsylvania law.
Any debt securities
we issue will be issued under an indenture, which is an agreement between us and the trustee for the debt securities. We have
provided the form of the indentures for both the senior and subordinate debt securities as exhibits to this registration statement.
The indentures will be governed by the Trust Indenture Act of 1933, as amended, and may be amended by us from time to time. Please
refer to the form indentures for additional information about the indentures and the debt securities to which they relate. When
we refer to the “indenture” throughout this section, we are referring to the indenture for the applicable debt securities.
Unless otherwise
specified in the applicable prospectus supplement, any debt securities that we issue will be our direct unsecured obligations.
Senior debt securities will rank equally with all of our other unsecured and unsubordinated debt obligations. Subordinate debt
securities will be junior to any senior debt securities and other unsubordinated debt obligations. The applicable prospectus for
any debt securities we issue will describe the priority of the securities relative to our other debt securities and obligations.
If we issue senior
or subordinate debt securities, the terms of the debt securities and the final form of indenture will be provided in a prospectus
supplement. Please refer to the prospectus supplement and the form of indenture attached thereto for the terms and conditions
of the offered debt securities. The terms and conditions may include:
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the
title of the debt securities;
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the
number of debt securities we can issue under the indenture, which may be unlimited;
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any
limit on the aggregate principal amount of the debt securities;
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the
price or prices at which we will sell the debt securities, which will be expressed as
a percentage of the principal amount and which may be sold at par, at a premium, or at
a discount;
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the
denomination or denominations of the debt securities;
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whether
the debt securities will be senior or subordinated, including additional subordination
provisions as needed;
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the
maturity date (the date on which the entire principal will be due), which may vary amongst
debt securities in the same series;
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whether
the debt securities will bear interest and, if so, the interest rate or rates, whether
the rates are fixed or variable, the date or dates from which interest will start accruing,
and the date or dates when the interest will be payable by us;
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the
date or dates on which we will make payments of principal and interest, if any, on the
debt securities;
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if
the payment of principal and interest, if any, is contingent and, if so, a description
of such contingency;
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the
place or places where we can make payments of principal and interest, if any, on the
debt securities;
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the
place or places where holders of debt securities can give notices or demands to us;
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the
place or places where holders of debt securities will receive notices or other information
from us;
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the
terms and conditions under which we may be permitted or required to redeem the debt securities,
including any sinking fund provisions;
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the
terms and conditions under which we may be permitted or required to repurchase the debt
securities;
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the
terms and conditions under which we may be permitted or required to retire the debt securities;
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whether
the debt securities are convertible into common stock or another type of securities and,
if so, terms and conditions related to conversion;
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whether
the debt securities will be certificated and/or in bearer form;
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whether
the debt securities will be permanent global debt securities or temporary global debt
securities and, if so, the terms and conditions related thereto;
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information
with respect to book-entry procedures, if any;
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a
description of the events that qualify as an event of default and whether or not we must
furnish periodic evidence showing that an event of default does not exist or that we
are in compliance with the terms of the indenture;
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the
terms and conditions of acceleration of the debt securities and any other repercussions
of an event of default;
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the
requirements for the trustee to take action under the indenture and what indemnification,
if any, the trustee may require before proceeding;
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the
covenants we will undertake with respect to the indenture and underlying debt securities;
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information
regarding any lien or other instrument securing the debt securities, if any, and terms
and conditions relating to the modification of the terms of the security or rights of
security holders;
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the
identity of the trustee and the nature of any material relationship between the trustee
and us or any of our subsidiaries;
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the
identity of any security registrar, paying agent, depositary, and interest rate calculation
agent for the debt securities;
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applicable
material income tax implications; and
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any
other terms of the debt securities.
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If we issue subordinate
debt securities, we will also provide in the applicable prospectus supplement the aggregate amount of our indebtedness that is
senior to the subordinate debt securities, including but not limited to any senior debt securities, as of the most recent practicable
date. We will also describe the terms and conditions under which we can issue additional debt securities and incur additional
other debt obligations that may be senior to the subordinate debt securities. The indentures may permit us to issue additional
debt securities, in the same or a different series, without the consent of the holders of existing debt securities. These new
debt securities may be equal to or superior in priority to the existing debt securities.
The debt securities
are our debt and our assets include equity in our subsidiaries. Our ability to make payments on our debt securities may depend
on the ability of our subsidiaries to pay us dividends or issue us loans or other funds. Our subsidiaries’ ability to pay
dividends is restricted by certain regulations and sound banking principals. Further, if our subsidiaries become insolvent, creditors
of our subsidiaries will have priority to its assets. Our right to our subsidiaries’ assets, and our ability to use those
assets to satisfy our debt securities, will be subordinate to our subsidiaries’ creditors. Further, the terms of any debt
securities offering may provide that, in the event of default and acceleration, the amount of principal due under acceleration
may be less than the amount of stated principal.
Interest and Principal Payments
We will make payments
of principal and interest, if any, to the holders of our debt securities. All payments will be made in U.S. dollars. The payments
may be effectuated through a depositary, paying agent, or other third party. The payments will be made to the registered holder
of the debt security at the close of business on the applicable record date. If the debt securities are held in certificated form,
the paying agent will make payments by check or wire transfer to the address or bank account designed by the holder of the debt
securities. If the debt securities are held as global securities, the depositary will credit the holders’ accounts after
receiving payment by wire transfer from us. TriState and the trustee may not be responsible for maintaining records of ownership
or payment transfers on behalf of the debt securities. Any delegation or limitation of this liability will be outlined in the
applicable prospectus supplement. Payments made by the depositary on behalf of debt securities held as global securities will
also be governed by the depositary’s customary policies and practices and any standing customer instructions.
We will not be
obligated to compensate the holders of our debt securities for any federal income tax withheld by us for purposes of satisfying
holders’ federal income tax obligations on behalf of the debt securities.
Transfer
The debt securities,
including the right to receive payment of principal and interest, if any, may be transferred from one holder to another under
the terms of the applicable indenture. If the debt securities are certificated, the holder must surrender the certificate evidencing
the debt securities. If the debt securities are global debt securities, they can be transferred only as permitted by the depositary
of the global debt securities. The transfer terms applicable to any debt securities we offer will be outlined in the prospectus
supplement and form of indenture accompanying such offering.
Redemption, Repayment, and Repurchase
The applicable
prospectus supplement and indenture may contain terms and conditions that permit or require us to redeem outstanding debt securities.
We may be permitted to exercise a partial redemption, where we redeem some but not all of the debt securities. Any partial redemption
will be carried out in a fair and reasonable manner as determined by the trustee, the depositary, or some other third party agent.
Contingent on our payment of the redemption price for the debt securities, the debt securities will cease to accrue interest as
of the redemption date.
The holders of
our debt securities may have the option to demand that we repay such debt security on a certain date or dates prior to the maturity
date. The applicable prospectus supplement will indicate if this option is available and, if so, the option dates, repayment amount,
notice requirements, and other terms related thereto. Unless indicated otherwise, the repayment price will be equal to the full
outstanding principal amount plus any accrued interest. In order to exercise the early repayment option, if any, the payment agent
must receive proper notice. If the debt security is held in global security form, the depositary or its nominee will be the only
party that can exercise a right to repayment.
We may repurchase
our debt securities at any price on the open market or otherwise. Repurchased debt securities may be held by us, resold, or canceled
at our discretion.
Change in Control
Unless the applicable
prospectus supplement states otherwise, a change in control of TriState will not affect our debt securities or the rights of the
holders thereof. A change in control will not be considered an event of default and will not trigger acceleration of the debt
securities. A change in control may adversely affect the value of the debt securities.
Consolidation, Merger, or Sale
of Substantially All Assets
If we offer debt
securities, the indenture will permit us to consolidate with another company, merge with and into another company, and sell all
or substantially all of our assets under certain circumstances. These circumstances may include the requirements that:
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the
surviving company, in the case of a consolidation or merger, or the acquiror, in the
case of a sale of all or substantially all of our assets, is a validly existing domestic
company that assumes all of our obligations under the indenture and with respect to the
debt securities;
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the
transaction will not result in an event of default under the indentures; and
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certain
other requirements.
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These requirements
will be described more fully in the prospectus supplement and form of indenture accompanying any offering of our debt securities.
The surviving company or acquiror will also be assigned all of our rights under the indenture.
Events of Default
Certain events
will constitute an “event of default” by us under the indenture. There may be certain repercussions if an event of
default occurs, such as acceleration of the principal amount due by us under the debt securities or waiver of some of our rights
under the indenture. The circumstances that constitute an event of default and the repercussions thereof will be more fully described
in the prospectus supplement and accompanying form of indenture. Events of default may include:
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failure
by us to make a required payment of principal and/or interest for a certain period of
time, such as 30 days, after such payment is due;
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failure
by us to make a required sinking fund payment for a certain period of time, such as 30
days, after such payment is due;
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breach
by us of performance of any other of our obligations under the indenture, if such breach
continues for a certain period of time, such as 60 days, after proper notice thereof
is received by us;
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breach
by us of one or more of our covenants and warranties under the indenture, if such breach
continues for a certain period of time, such as 60 days, after proper notice thereof
is received by us;
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certain
events of our bankruptcy, insolvency, or reorganization; and
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Events of default
will apply separately to each series of our debt securities. However, an event of default under one series of our debt securities
may constitute an event of default under another series of our debt securities.
If
an event of default occurs, the trustee, and in certain circumstances the holders of our debt securities, may have the ability
to initiate proceedings against us to enforce the acceleration and other default repercussion terms, if any, under the indenture.
In order to so do, however, certain requirements must be met. These requirements will be described in the prospectus supplement
and form of indenture accompanying any offering of our debt securities. These requirements may include:
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reasonable
and satisfactory indemnification of the trustee by the holders of the debt securities;
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proper
notice of default or breach from the holders of debt securities to the trustee;
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proper
notice of default or breach from the trustee or the holders of debt securities to us;
and
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the
trustee has not received inconsistent directions from the holders of our debt securities.
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Notwithstanding
the foregoing, the holders of our debt securities will have an absolute right to receive payment of the principal and interest
due on the debt securities under the terms of the indenture and to initiate proceedings to enforce such right to payment. Further,
we may be required under the terms of the indenture to provide periodic assurance or evidence that we have met all of our obligations
related to the debt securities.
Amendment of Indenture
We may amend the
indenture, including our rights and obligations, the rights and obligations of the trustee, and the rights and obligations of
the holders of our debt securities, if certain conditions are met. Certain amendments will require the consent of the holders
of at least a majority of the principal amount of the outstanding debt securities of one or more series affected by the amendment.
The amendments that require majority consent from the holders of debt securities may include:
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changing
the maturity date of the debt securities;
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changing
the amount of any payment of principal and interest;
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allowing
payments of principal and interest, if any, to be made in a different currency;
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changing
certain terms related to subordination;
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changing
certain terms related to acceleration and other terms, if any, in repercussion of any
event of default by us;
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reducing
the consent requirements needed to amend the indenture or waive compliance with certain
of our obligations under the indenture;
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limiting
the holders’ rights to proceed against us for the enforcement of payment of principal
and interest, if any;
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waiving
the payment required by us to redeem the debt securities; and
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certain
other amendments.
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Please read the
prospectus supplement and form of indenture accompanying any offering of our debt securities for complete and final terms relating
to our ability to amend the terms of the indenture.
Waiver of Compliance with Indenture
The indenture
permits the holders of debt securities to waive our compliance with certain of our obligations under the indenture. A waiver requires
the consent of the holders of at least a majority of the principal amount of the outstanding debt securities affected by such
waiver. The holders of debt securities may also be able to waive certain past defaults by us. The limitations on waiver of our
obligations under the indenture and past defaults will be described in the applicable prospectus supplement and form of indenture.
Discharge and Defeasance
The terms of the
indenture may permit us, upon the payment of all outstanding principal and interest payments due under the debt securities, to
discharge all or most of our remaining obligations in respect of the debt securities. We will be discharged from our obligations
and covenants under the indenture only if we make payment of all outstanding principal and interest due under the debt securities
and certain other additional requirements are met. These additional requirements may include obtaining an opinion letter that
our payment is adequate to satisfy all outstanding principal and interest payments and that in doing so, the holders of our debt
securities will not be subject to adverse income tax consequences.
Trustee
If
we choose to offer debt securities, the identity of the trustee will be disclosed in the applicable prospectus supplement. The
prospectus supplement and accompanying form of indenture will also lay out the trustee’s rights and obligations, both as
they relate to us and the holders of our debt securities. Any material relationship between the trustee and us or any of our subsidiaries
will also be laid out in the prospectus supplement.
We will be obligated
to pay reasonable compensation to the trustee and to indemnify the trustee against certain losses, liability, and expenses incurred
by it in performing its duties under the indenture. The applicable prospectus supplement and form of indenture will disclose the
compensation and indemnification terms that apply to the trustee. Our payment obligations to the trustee will generally be senior
to our payment obligations on behalf of the debt securities.
There
may be circumstances that require or permit the trustee to resign. If the trustee resigns, a new trustee will be appointed to
assume the role of trustee of our debt securities. This will require amendment or assignment of the indenture.
Subordination
The
debt securities we offer and sell may be subordinate to some or all of our other debt obligations. This means that our obligation
to make payments on our other debt obligations will take legal priority over our obligation to make payments on our debt securities.
The extent of the subordination of our debt securities will be outlined more fully in the applicable prospectus supplement.
Our senior debt
securities will be subordinate to our senior debt. “Senior debt” includes, as applicable, principal, premium, interest,
rent, termination fees, and any other payments due on our current or future indebtedness, whether created, incurred, assumed,
guaranteed, or effectively guaranteed by us, including any deferrals, renewals, extensions, refinancing, refunds, amendments and
supplements thereto. Senior debt may be in the form of loans, debenture, notes, letters of credit, accounts payable, leases, purchase
agreements, derivative instruments, guarantees, security agreements, and other forms. Senior debt does not, however, include:
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indebtedness
that by its terms is subordinate to the senior debt securities;
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indebtedness
that we may owe to our subsidiaries; and
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certain
other indebtedness.
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Our subordinate
debt securities will be subordinate to our senior debt securities and our senior debt, whether existing at the time of issuance
of the subordinate debt securities or incurred thereafter. We may issue senior debt securities after issuing subordinate debt
securities, and the subordinate debt securities will be subordinate to the later-issued senior debt securities. Our subordinate
debt securities may also be subordinate to certain indebtedness of our subsidiaries.
In the event of
our bankruptcy, insolvency, reorganization, liquidation, winding up, or dissolution, we will be required to first satisfy our
senior debt. Second, we will satisfy our senior debt securities, if any. Third, we will satisfy our subordinate debt securities,
if any. Fourth, we will satisfy any of our indebtedness that is subordinate to the subordinate debt securities. Lastly, we will
distribute our remaining assets to our stockholders.
In the event of
an acceleration of our payment obligations with respect to our subordinate debt securities due to an event of default, we may
be required to satisfy some or all of our payment obligations with respect to our senior debt and senior debt securities before
making payment to the holders of our subordinate debt
securities. We
may not be permitted to make any payments to the holders of our subordinate debt securities if we are in default in the payment
of any amounts due under our senior debt or senior debt securities. If we violate this restriction or otherwise violate certain
terms of subordination amongst our various debt obligations, the holders of our debt securities may be required to return payments
made to them in violation of the subordination terms of the indenture.
Global Debt Securities
Our debt securities
will be in either certificated form or global debt securities form. The prospectus supplement accompanying any offering of our
debt securities will identify the form of the debt securities being sold. Unless the applicable prospectus supplement states otherwise,
if the debt securities are held in global securities form, they will be registered in the name of The Depositary Trust Company
or its nominee (“DTC”). DTC will hold the debt securities on behalf of the beneficial owners of the securities. Beneficial
owners of debt securities registered in global securities form will need to either establish an account with DTC or hold the securities
through an organization with an established account with DTC in order to facilitate the payment of principal and interest and
the giving and receipt of notice and other information on behalf of the debt securities. Ownership of global debt securities and
any transfer of such ownership can only be effectuated through the records maintained by DTC and its policies and procedures related
thereto.
Payments of principal
and interest on behalf of our debt securities will be paid by us or our paying agent to DTC. DTC will then facilitate the forwarding
of those payments to the beneficial owners of the global debt securities. DTC accomplishes this task by crediting the accounts
of the beneficial owners with the respective payment amount due to them according to DTC’s records. The distribution of
these payments will also be affected by certain instructions given to DTC by underwriters, agents, and/or the beneficial owners.
Similarly, notices and other information given by us to the holders of our debt securities will be given to DTC for forwarding
to the beneficial owners.
Accordingly, TriState, the trustee,
and the paying agent will have no liability for:
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the
beneficial ownership, payment and notice instructions, and other information contained
in DTC’s records;
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payments
made by DTC to the beneficial owners of our global debt securities;
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the
transfer of notices and information from DTC to the beneficial owners of global debt
securities, and
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the
relationship between DTC and the beneficial owners of our debt securities.
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For all of our
debt securities held in global debt security form, DTC will be considered the holder or registered owner of the debt security.
As such, a beneficial owner will not be entitled to hold the debt securities in its name, receive a physical certificate representing
the debt securities, or be considered the holder of the debt securities under the applicable indenture. Each beneficial owner
of our global debt securities must rely solely on DTC and its policies and procedures to exercise the rights of a holder or beneficial
owner of our debt securities. If the beneficial owner does not have an account with DTC and so must own its debt securities through
a separate organization with an account with DTC, such person must also rely on such separate organization to exercise its rights
and maintain correct records. However, DTC may permit beneficial owners to exercise certain rights under the debt securities and
accompanying indenture under certain circumstances.
According to information
provided to us, DTC is a limited-purpose trust company and “banking organization” organized under the New York Banking
Law, a member of the Federal Reserve System, and a “clearing agency” registered under the Exchange Act. DTC holds
the securities of the beneficial owners of debt
securities and facilitates the trading
and forwarding of payments due thereunder through an electronic book-entry system. Some of the holders of accounts with DTC are
also owners of DTC’s parent company, The Depositary Trust & Clearing Corporation. The rules applicable to DTC and its
account holders are publicly available through filings with the SEC. The above information concerning DTC and its book-entry system
is believed by us to be reliable, but we take no responsibility for the accuracy of this information.
Once one or more
of our debt securities are registered in global debt securities form with DTC, they may be exchanged for certificated securities
under certain limited circumstances, including in our sole discretion. If so exchanged, the aggregate number and principal amount
of the debt securities will not change. The certificated securities will be registered in the names of the beneficial owner of
the global debt securities as determined by DTC’s records. Further, if DTC becomes unwilling or unable to act as depositary
for our debt securities or is otherwise unqualified to do so under the Exchange Act, we may appoint a new depositary or change
the form of the global debt securities to certificated debt securities.
Lastly, some jurisdictions
may require certain purchasers of debt securities to hold them in physical certificated form. Beneficial owners to which this
limitation applies may experience difficulty in transferring their global debt securities and delay in receiving payment on behalf
of their global debt securities.
DESCRIPTION
OF WARRANTS
In this section,
we describe the general terms and provisions of the warrants for the purchase of common stock, preferred stock, depositary shares,
senior debt securities, or subordinate debt securities which we may issue from time to time. Warrants issued pursuant to this
prospectus may be issued independently or together with any other of our securities. Warrants sold with other securities may be
attached to or separate from the other securities. Each series of warrants will be issued under a separate warrant agreement to
be entered into between us and a warrant agent, who will be specified in the warrant agreement and in the applicable prospectus
supplement. The warrant agent will act solely as our agent in connection with the warrants of that series and will not assume
any obligation or relationship of agency or trust for or with any holders or beneficial owners of the warrants.
This summary outlines
some of the terms and other provisions of the warrants that may be issued. This summary is not complete and is qualified in its
entirety by reference to the applicable warrant agreement and related warrant certificate and the prospectus supplement, all of
which will be filed with the SEC, as well as our articles of incorporation, bylaws and any applicable provisions of Pennsylvania
law. When we offer to sell warrants, we will describe the specific terms of the offering and the warrants in a prospectus supplement.
You should refer to this prospectus, the prospectus supplement and the warrant agreement, including the forms of securities warrant
certificate, relating to the specific warrants that we may offer for the complete terms of the warrant agreement and the warrants.
For more information on how you can obtain copies of the applicable warrant agreement, see “Where You Can Find More Information.”
We urge you to read the applicable warrant agreement, the applicable prospectus supplement and any other offering material in
their entirety.
The applicable
prospectus supplement will describe the following terms, where applicable, of any warrants issued under this registration statement:
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the
title of the warrants;
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the
aggregate number of the warrants;
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the
price or prices at which the warrants will be issued;
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the
designation, amount and terms of the offered securities purchasable upon exercise of
the warrants;
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if
applicable, the date on and after which the warrants and the offered securities purchasable
upon exercise of the warrants will be separately transferable;
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the
terms of the securities purchasable upon exercise of such warrants and the procedures
and conditions relating to the exercise of such warrants;
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any
provisions for adjustment of the number or amount of securities receivable upon exercise
of the warrants or the exercise price of the warrants;
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the
price or prices at which and currency or currencies in which the offered securities purchasable
upon exercise of the warrants may be purchased;
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the
date on which the right to exercise the warrants shall commence and the date on which
the right shall expire;
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if
applicable, the minimum or maximum amount of the warrants that may be exercised at any
one time;
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information
with respect to book-entry procedures, if any; and
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any
other material terms of the warrants, including terms, procedures and limitations relating
to the exchange and exercise of the warrants.
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The prospectus
supplement relating to any warrants to purchase securities may also include, if applicable, a discussion of certain considerations
with U.S. federal income tax laws and the federal Employee Retirement Income Security Act.
Warrants for
the purchase of common stock, preferred stock, depositary shares, and debt securities will be offered and exercisable for
U.S. dollars only. Warrants will be issued in registered form only. Prior to the exercise of any warrants to purchase our
securities, holders of the warrants will not have any of the rights of holders of the underlying securities purchasable upon
exercise, including the right to vote or to receive any payments of dividends or interest.
Each warrant
will entitle its holder to purchase the number of shares of common stock or preferred stock, or the number of depositary
shares, senior debt securities, or subordinate debt securities at the exercise price set forth in, or calculable as set forth
in, the applicable prospectus supplement and warrant agreement. The applicable prospectus supplement will specify the place
or places where and the manner in which the warrants may be exercised. After the close of business on the expiration date,
unexercised warrants will become void.
Upon receipt of
payment and the warrant certificate properly completed and duly executed at the corporate trust office of the warrant agent or
any other office indicated in the applicable prospectus supplement, we will forward the purchased securities as soon as practicable.
If less than all of the warrants represented by the warrant certificate are exercised, a new warrant certificate will be issued
for the remaining warrants.
DESCRIPTION
OF UNITS
In this section,
we describe the general terms and provisions of the units that we may offer from time to time. We may issue units comprising of
one or more of the securities described in this prospectus in any combination. Each unit will be issued so that the holder of
the unit also is the holder of each security included in the unit. Thus, the holder of a unit will have all the rights and obligations
of a holder of each included security. The unit agreement under which a unit is issued may provide that the securities included
in the unit may not be held or transferred separately at any time or at any time before a specified date.
The applicable
prospectus supplement will specify the following terms of any units issued under this registration statement:
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the
terms of the units and of any of the common stock, preferred stock, depositary shares,
senior debt securities, subordinate debt securities and warrants comprising the units;
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a
description of the terms of any unit agreement governing the units, including whether
and under what circumstances the units may be traded separately;
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a
description of the provisions for the payment, settlement, transfer or exchange of the
units or the securities comprising those units; and
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whether
the units will be issued fully registered or in global form.
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The description
in the applicable prospectus supplement and other offering material of any units we offer will not necessarily be complete and
will be qualified in its entirety by reference to the applicable unit agreement, which will be filed with the SEC if we offer
units. For more information on how you can obtain copies of the applicable unit agreement, see “Where You Can Find More
Information.” We urge you to read the applicable unit agreement, the applicable prospectus supplement and any other offering
material in their entirety.
PLAN
OF DISTRIBUTION
We are registering
common stock, preferred stock, debt securities, warrants, depositary shares and units with an aggregate offering price not to
exceed $170,000,000, to be sold by us under a “shelf” registration process. In addition, on behalf of the selling
stockholders, we are registering 4,878,049 shares of our common stock for resale by the selling stockholders. The selling stockholders
will act independently of us in making decisions with respect to the timing, manner and size of each sale by them.
Sales of securities
covered by this prospectus may be made on one or more exchanges or in the over-the-counter market or otherwise, at prices and
under terms then prevailing or at prices related to the then-current market price or in negotiated transactions.
To the extent
required, this prospectus will be amended or supplemented from time to time to describe a specific plan of distribution for an
offering of the securities covered by this prospectus.
We and/or the
selling stockholders may sell the securities in any of the following ways (or in any combination) from time to time:
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an
underwritten offering;
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purchases
by a broker-dealer as principal and resale by such broker-dealer for its own account
pursuant to this prospectus;
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ordinary
brokerage transactions and transactions in which the broker solicits purchasers;
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block
trades in which the broker-dealer so engaged will attempt to sell the shares as agent
but may position and resell a portion of the block as principal to facilitate the transaction;
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on
NASDAQ, in the over-the-counter market or on any other national securities exchange on
which our shares are listed or traded;
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in
privately negotiated transactions;
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settlement
of short sales entered into after the effective date of the registration statement of
which this prospectus forms a part;
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through
the writing or settlement of options or other hedging transaction, whether through an
options exchange or otherwise;
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in
the case of the selling stockholders, through the distribution by any of them to its
partners, members or stockholders; and
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any
other method permitted by applicable law.
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In addition, each
selling stockholders may sell common stock in compliance with Rule 144 under the Securities Act, if available, or pursuant to
other available exemptions from the registration requirements under the Securities Act, rather than pursuant to this prospectus.
In connection
with distributions of the shares or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers
or other financial institutions. In connection with such transactions, broker-dealers or other financial institutions may engage
in short sales of the common stock in the course of hedging the positions they assume with the selling stockholders. The selling
stockholders may also sell the common stock short and redeliver the shares to close out such short positions. The selling stockholders
may also enter into option or other transactions with broker-dealers or other financial institutions which require the delivery
to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or
other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The
selling stockholders may also pledge shares to a broker-dealer or other financial institution, and, upon a default, such broker-dealer
or other financial institution may effect sales of the pledged shares pursuant to this prospectus (as supplemented or amended
to reflect such transaction).
In
effecting sales, broker-dealers or agents engaged by us or the selling stockholders may arrange for other broker-dealers to participate.
Broker-dealers or agents may receive commissions, discounts or concessions from the selling stockholders or us in amounts to be
negotiated immediately prior to the sale.
Any underwriters,
broker-dealers or agents who participate in the sale or distribution of the securities covered by this prospectus may be deemed
to be “underwriters” within the meaning of Section 2(11) of the Securities Act. In addition, any selling stockholder
or affiliate of a selling stockholder that is a registered broker-dealer will be deemed to be an underwriter, unless such selling
stockholder purchased in the ordinary course of business, and at the time of its purchase of the shares to be resold, did not
have any agreements or understandings, directly or indirectly, with any person to distribute the shares. As a result, any profits
on the sale of the common stock by such selling stockholder and any discounts, commissions or concessions received by it may be
deemed to be underwriting discounts and commissions under the Securities Act. Affiliates of a selling stockholder who are deemed
to be “underwriters” within the meaning of the Securities Act will be subject to prospectus delivery requirements
of the Securities Act. Underwriters are subject to certain statutory liabilities, including, but not limited to, Sections 11,
12 and 17 of the Securities Act.
Underwriters,
dealers or any other third parties described above may offer and sell the offered securities from time to time in one or more
transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time
of sale. If underwriters or dealers are used in the sale of any securities covered by this prospectus, the securities will be
acquired by the underwriters or dealers for their own account and may be resold from time to time in one or more transactions,
including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The securities
may be either offered to
the public through underwriting syndicates
represented by managing underwriters, or directly by underwriters. Generally, the underwriters’ obligations to purchase
the securities will be subject to certain conditions precedent. The underwriters will be obligated to purchase all of the securities
if they purchase any of the shares (other than any shares purchased upon exercise of any over-allotment option), unless otherwise
specified in the prospectus supplement. We or the selling stockholders may use underwriters with whom we or they have a material
relationship. We will describe the nature of any such relationship in the prospectus supplement, naming the underwriter or underwriters.
Underwriters or
agents may purchase and sell the securities in the open market. These transactions may include over-allotment, stabilizing transactions,
syndicate covering transactions and penalty bids. Over-allotment involves sales in excess of the offering size, which creates
a short position. Stabilizing transactions consist of bids or purchases for the purpose of preventing or retarding a decline in
the market price of the shares and are permitted so long as the stabilizing bids do not exceed a specified maximum. Syndicate
covering transactions involve the placing of any bid on behalf of the underwriting syndicate or the effecting of any purchase
to reduce a short position created in connection with the offering. The underwriters or agents also may impose a penalty bid,
which permits them to reclaim selling concessions allowed to syndicate members or certain dealers if they repurchase the securities
in stabilizing or covering transactions. These activities may stabilize, maintain or otherwise affect the market price of the
securities, which may be higher than the price that might otherwise prevail in the open market. These activities, if begun, may
be discontinued at any time. These transactions may be effected on any exchange on which the securities are traded, in the over-the-counter
market or otherwise.
The
specific terms of the lock-up provisions, if any, in respect of any given offering will be described in the applicable prospectus
supplement.
We will make copies
of this prospectus available to the selling stockholders upon reasonable request. We and/or the selling stockholders may indemnify
an underwriter, broker-dealer or agent that participates in transactions involving the sale of the shares against certain liabilities,
including liabilities arising under the Securities Act.
The selling
stockholders may elect to make a pro rata in-kind distribution of their shares of common stock to their respective members,
partners or shareholders. In such event, we may file a prospectus supplement to the extent required by law in order to permit
the distributees to use the prospectus to resell the common stock acquired in the distribution.
We have agreed
to indemnify the selling stockholders against certain liabilities, including certain liabilities under the Securities Act.
LEGAL MATTERS
The validity of
the shares of our common stock offered by this prospectus will be passed upon for us by Keevican Weiss Bauerle & Hirsch LLC,
Pittsburgh, Pennsylvania.
EXPERTS
The consolidated
financial statements of TriState Capital Holdings, Inc. and subsidiaries as of December 31, 2016 and 2015, and for each of the
years in the three-year period ended December 31, 2016, have been incorporated by reference in reliance upon the report of KPMG
LLP, independent registered public accounting firm, and upon the authority of said firm as experts in accounting and auditing.
WHERE YOU
CAN FIND MORE INFORMATION
We file annual,
quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public
over the Internet at the SEC’s website at http://www.sec.gov. Copies of certain information filed by us with the SEC are
also available on our website at www.tscbank.com. Our website is not a part of this prospectus and information on, or accessible
through, our website is not part of this prospectus. You may also read and copy any document we file at the SEC’s Public
Reference Room, 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the
operation of the Public Reference Room.
This prospectus
is part of a registration statement we filed with the SEC. This prospectus omits some information contained in the registration
statement in accordance with SEC rules and regulations. You should review the information and exhibits in the registration statement
for further information about us and our consolidated subsidiaries and the securities we are offering. Statements in this prospectus
concerning any document we filed as an exhibit to the registration statement or that we otherwise filed with the SEC are not intended
to be comprehensive and are qualified by reference to these filings. You should review the complete document to evaluate these
statements.
INCORPORATION
BY REFERENCE
The SEC allows
us to incorporate by reference much of the information we file with the SEC, which means that we can disclose important information
to you by referring you to those publicly available documents. The information that we incorporate by reference in this prospectus
is considered to be part of this prospectus. Because we are incorporating by reference future filings with the SEC, this prospectus
is continually updated and those future filings may modify or supersede some of the information included or incorporated in this
prospectus. This means that you must look at all of the SEC filings that we incorporate by reference to determine if any of the
statements in this prospectus or in any document previously incorporated by reference have been modified or superseded. This prospectus
incorporates by reference the documents listed below (File No. 0001380846) and any future filings we make with the SEC under Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act (in each case, other than those filings, documents or the portions of those documents
not deemed to be filed, including any information furnished pursuant to Items 2.02 or 7.01 of a Current Report on Form 8-K) (i)
after the date of the initial registration statement and prior to effectiveness of the registration statement and (ii) after the
effectiveness of the registration statement until the offering of the securities under the registration statement is terminated
or completed:
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Annual
Report on Form 10-K for the fiscal year ended December 31, 2016 (as filed with the SEC
on February 14, 2017), including portions of our Definitive Proxy Statement on Schedule
14A filed with the SEC on April 17, 2017 and are incorporated by reference therein;
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Quarterly
Reports on Form 10-Q for the quarterly periods ended September 30, 2017 (as filed with
the SEC on October 30, 2017), June 30, 2017 (as filed with the SEC on July 31, 2017)
and March 31, 2017 (as filed with the SEC on May 1, 2017);
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Current
Reports on Form 8-K filed with the SEC on January 18, 2017, May 23, 2017, July 19, 2017,
August 24, 2017, and September 18, 2017; and
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The
description of our common stock contained in our Registration Statement on Form 8-A12B
filed with the SEC on May 6, 2013, including any amendments or reports filed for the
purpose of updating such description.
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You may
request a copy of these filings, at no cost, by writing or telephoning us at the following address or telephone number:
TriState Capital
Holdings, Inc.
Attention: Investor Relations
One Oxford Centre
301 Grant Street,
Suite 2700
Pittsburgh, PA
15219
(412) 304-0304
Those copies will
not include exhibits unless the exhibits have specifically been incorporated by reference in this documents or you specifically
request them.
Depositary
Shares
Each Representing
a 1/40th Interest
in a Share
of % Fixed-to-Floating Rate Series B
Non-Cumulative
Perpetual Preferred Stock
PROSPECTUS
SUPPLEMENT
Keefe, Bruyette
& Woods
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Raymond James
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A Stifel Company
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B.
Riley
FBR
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Boenning & Scattergood, Inc.
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Stephens Inc.
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,
2019
TriState Capital (NASDAQ:TSCAP)
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