Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
22 Mayo 2019 - 5:02AM
Edgar (US Regulatory)
Filed Pursuant to Rule 433
Registration Statement No. 333-222074
TRISTATE CAPITAL HOLDINGS, INC.
PREFERRED STOCK, SERIES B
$70,000,000
2,800,000 Depositary Shares, Each Representing
a 1/40th Interest in a Share of
TriState Capital Holdings, Inc.’s
6.375% Fixed-to-Floating Non-Cumulative Perpetual
Preferred Stock, Series B
FINAL TERM SHEET
Dated May 21, 2019
This term sheet supplements the information
set forth under “Description of Series B Preferred Stock” in the Preliminary Prospectus Supplement, dated May 21, 2019,
to the Prospectus, dated December 21, 2017 (together, the “Preliminary Prospectus”).
Issuer:
|
TriState Capital Holdings, Inc.
|
Security:
|
Depositary Shares, each representing a 1/40th interest in a share of TriState Capital Holdings, Inc.’s 6.375% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B (the “Preferred Stock”)
|
Expected Security Rating*:
|
Kroll Bond Rating Agency: BBB- (Stable)
|
Size:
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$70,000,000 (or 2,800,000 Depositary Shares)
|
Underwriter Option:
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$10,500,000 (or 420,000 Depositary Shares)
|
Public Offering Price:
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$25 per Depositary Share (equivalent to $1,000 per share of Preferred Stock)
|
Net Proceeds (Before Expenses):
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$67,795,000
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Maturity:
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Perpetual
|
Trade Date:
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May 21, 2019
|
Settlement Date:
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May 29, 2019 (T+5)**
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Dividend Rate (Non-Cumulative):
|
From and including the original issue date to,
but excluding, July 1, 2026, 6.375% and from and including July 1, 2026, three-month LIBOR (as defined in the Preliminary Prospectus
Supplement) plus 408.8 basis points, in each case, only when, as and if declared
|
Dividend Payment Dates:
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If declared, quarterly in arrears, on each of January 1, April 1, July 1 and October 1 beginning July 1, 2019 and ending on July 1, 2026, subject to following business day convention (unadjusted), and thereafter on each of January 1, April 1, July 1, and October 1 beginning July 1, 2026 in accordance with the modified following business day convention (adjusted)
|
Day Count:
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From the original issue date to, but excluding, July 1, 2026, 30/360 and thereafter actual/360
|
Business Days:
|
From the original issue date to, but excluding, July 1, 2026, New York and thereafter New York/London
|
Optional Redemption:
|
At the Issuer’s option, subject to any required regulatory approvals, at a redemption price equal to $1,000 per share of Preferred Stock (equivalent of $25 per Depositary Share), plus any declared and unpaid dividends (without regard to any undeclared dividends) to, but excluding, the redemption date, (i) in whole or in part, from time to time, on any dividend payment date on or after July 1, 2024 or (ii) in whole but not in part at any time within 90 days following a regulatory capital treatment event as described and subject to limitations in the Preliminary Prospectus. Holders of Depositary Shares will not have the right to require redemption or repurchase.
|
Listing:
|
The Issuer has filed an application 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 is expected to begin within 30 days after the original issue date
|
Joint Book-Running Managers:
|
Keefe, Bruyette
& Woods,
A Stifel Company
Raymond James
|
Co-Managers:
|
B. Riley FBR
Boenning & Scattergood
Stephens Inc.
|
CUSIP/ISIN for the Depositary Shares:
|
89678F 506 / US89678F5061
|
*A securities rating is not a recommendation to
buy, sell or hold securities and may be subject to revision or withdrawal at any time.
**We expect that delivery of the Depositary Shares
will be made in book-entry form only through the facilities of The Depository Trust Company against payment therefor on or about
May 29, 2019, which will be the fifth business day following the date hereof (such settlement being referred to as “T+5”).
Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, 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 prior to the delivery of the Depositary Shares hereunder will be required, by virtue of the fact that
the Depositary Shares initially settle in T+5, to specify an alternate settlement arrangement at the time of any such trade to
prevent a failed settlement. Purchasers of the Depositary Shares who wish to trade the Depositary Shares prior to their date of
delivery hereunder should consult their advisors.
Neither the Depositary Shares nor the Preferred
Stock is a savings account, deposit or other obligation of any of the Issuer’s bank or non-bank subsidiaries and neither
is insured by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality.
TriState Capital Holdings, Inc. (the “Issuer”)
has filed a registration statement (including a preliminary prospectus supplement and a prospectus) with the United States Securities
and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should
read those documents and the other documents that the Issuer has filed with the SEC for more complete information about the Issuer
and this offering. You may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively,
the joint book-running managers will arrange to send you the prospectus supplement and the prospectus if you request them by contacting
Keefe, Bruyette & Woods, A Stifel Company at 787 Seventh Avenue, Fourth Floor, New York, NY 10019, by e-mail at USCapitalMarkets@kbw.com,
by fax at 212-581-1592, or by calling 1-800-966-1559 or Raymond James & Associates, Inc. at Attention: Equity Syndicate, 880
Carillon Parkway, St. Petersburg, Florida 33716, by calling 800-248-8863 or by email at prospectus@raymondjames.com.
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