TRISTATE CAPITAL HOLDINGS, INC. Item 2.01 Completion of Acquisition or Disposition of Assets.
On
Pursuant to the terms set forth in the Merger Agreement, at the effective time of the First Merger (the "First Effective Time"):
• Each share of the common stock, no par value, of TriState Capital (the
"TSC Common Stock") issued and outstanding immediately prior to the First
Effective Time, including each outstanding unvested restricted stock
award (each, a "TSC Restricted Share") then held by a non-employee
director of the Board of Directors of TriState Capital (each, a "Director
Restricted Share"), and except for certain shares of TSC Common Stock
held by Raymond James or TriState Capital , was converted into the right
to receive (i) $6.00 in cash (the "Cash Consideration") and (ii) 0.25
shares (the "Exchange Ratio"; and such shares, the "Stock Consideration")
of the common stock, par value $0.01 per share, of Raymond James (the
"RJF Common Stock"), plus, if applicable, cash in lieu of fractional
shares of RJF Common Stock.
• Each share of 6.75% Fixed-to-Floating Rate Series A Non-Cumulative
Perpetual Preferred Stock, no par value, of TriState Capital ("TSC Series
A Preferred Stock") issued and outstanding immediately prior to the First
Effective Time was converted into the right to receive a share of a newly
created series of preferred stock of Raymond James , par value $0.10 per
share ("RJF Preferred Stock"), having powers, preferences and special
rights that are not materially less favorable than those of the TSC
Series A Preferred Stock (designated as Raymond James's 6.75%
Fixed-to-Floating Rate Series A Non-Cumulative Perpetual Preferred Stock
and referred to herein as "RJF Series A Preferred Stock").
• Each share of 6.375% Fixed-to-Floating Rate Series B Non-Cumulative
Perpetual Preferred Stock, no par value, of TriState Capital ("TSC Series
B Preferred Stock") issued and outstanding immediately prior to the First
Effective Time was converted into the right to receive a share of a newly
created series of RJF Preferred Stock, having powers, preferences and
special rights that are not materially less favorable than those of the
TSC Series B Preferred Stock (designated as Raymond James's 6.375%
Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred Stock
and referred to herein as "RJF Series B Preferred Stock").
• Each share of Series C Perpetual Non-Cumulative Convertible Non-Voting
Preferred Stock, no par value, of TriState Capital ("TSC Series C
Preferred Stock") issued and outstanding immediately prior to the First
Effective Time was converted into the right to receive $30.00 in cash
multiplied by the number of shares of non-voting common stock, no par
value, of TriState Capital such share of TSC Series C Preferred Stock was
convertible into pursuant to the terms of the certificate of designations
with respect to the TSC Series C Preferred Stock.
• Those certain warrants to purchase 922,438 shares of TSC Common Stock
(the "Warrants") were automatically converted into the right to receive a
cash payment equal to the product of (i) the number of shares of TSC
. . .
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
On
Additionally, Merger Sub 2, as successor to
The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
Item 3.03 Material Modifications to Rights of Security Holders
As of the First Effective Time, each holder of a certificate or book-entry share representing any shares of TriState Capital Common Stock, TSC Series A Preferred Stock, TSC Series B Preferred Stock or TSC Series C Preferred Stock will cease to have any rights with respect thereto, except the right to receive the merger consideration described above and subject to the terms and conditions set forth in the Merger Agreement.
The information set forth under Item 2.01, Item 3.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
--------------------------------------------------------------------------------
Item 5.01 Changes in Control of the Registrant.
On
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers
At the effective time of the Second Merger, as a result the Second Merger,
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
As of the effective time of the Second Merger, the Amended and Restated Articles
of Incorporation and the By-Laws, each as amended, of
The organizational documents of
Information set forth under Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. The following are filed as exhibits to this report: Exhibit No. Description 2.1 Agreement and Plan of Merger, datedOctober 20, 2021 , among Raymond James Financial, Inc.,Macaroon One LLC ,Macaroon Two LLC andTriState Capital Holdings, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Raymond James Financial, Inc., filed with theSecurities and Exchange Commission onOctober 26, 2021 ) 3.1 Amended and Restated Articles of Incorporation of Raymond James Financial, Inc. as filed with the Secretary ofState of Florida onFebruary 28, 2022 (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q of Raymond James Financial, Inc., filed with theSecurities and Exchange Commission onMay 9, 2022 ) 3.2 Amended and Restated By-Laws of Raymond James Financial, Inc., reflecting amendments adopted by the Board of Directors onDecember 2, 2020 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of Raymond James Financial, Inc., filed with theSecurities and Exchange Commission onDecember 8, 2020 ) 3.3 Articles of Amendment to the Amended and Restated Articles of Incorporation of Raymond James Financial, Inc. relating to the Raymond James Financial, Inc. 6.75% Fixed-to-Floating Rate Series A Non-Cumulative Perpetual Preferred Stock,$0.10 par value per share (incorporated by reference to Exhibit 3.3 to the Registration Statement on Form 8-A of Raymond James Financial, Inc., filed with theSecurities and Exchange Commission onMay 31, 2022 ) 3.4 Articles of Amendment to the Amended and Restated Articles of Incorporation of Raymond James Financial, Inc. relating to the Raymond James Financial, Inc. 6.375% Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred Stock,$0.10 par value per share (incorporated by reference to Exhibit 3.4 to the Registration Statement on Form 8-A of Raymond James Financial, Inc., filed with theSecurities and Exchange Commission onMay 31, 2022 ) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
--------------------------------------------------------------------------------
© Edgar Online, source
