As filed with the Securities and Exchange Commission on December 26, 2019May 17, 2021
Registration No. 333-333-253497
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pre-Effective Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TRISTATE CAPITAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania | 20-4929029 | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) |
| Identification Number) |
One Oxford Centre
301 Grant Street, Suite 2700
Pittsburgh, Pennsylvania 15219
(412) 304-0304
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
James F. Getz
Chairman, President and Chief Executive Officer
TriState Capital Holdings, Inc.
One Oxford Centre
301 Grant Street, Suite 2700
Pittsburgh, PAPennsylvania 15219
(412) 304-0304
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Frank M. Conner III
Christopher J. DeCresce
Matthew C. Franker
Covington & Burling LLP
One CityCenter
850 Tenth Street, NW
Washington, D.C. 20001
(202) 662-6000
With copies to:From time to time after the effective date of this registration statement.
|
(Approximate date of commencement of proposed sale to the public:From time to time after this registration statement becomes effective.public)
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:box. o
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box:box. x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.o
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.o
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company”company in Rule 12b-2 of the Exchange Act.
Large accelerated filero | Accelerated filerx | Non-accelerated filer o | Smaller reporting company o | ||||
Emerging growth companyo | |||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.o
CALCULATION OF REGISTRATION FEE
Title of each Class of Securities to be Registered | Amount to be Registered(1) | Proposed Maximum Offering Price Per Unit(1) | Proposed Maximum Offering Price(1) | Amount of Registration Fee(2) | ||||
Common Stock, no par value | — | — | — | — | ||||
Preferred Stock, no par value | — | — | — | — | ||||
Debt Securities(3) | — | — | — | — | ||||
Depositary Shares(4) | — | — | — | — | ||||
Warrants(5) | — | — | — | — | ||||
Purchase Contracts(6) | — | — | — | — | ||||
Purchase Units(7) | — | — | — | — | ||||
Subscription Rights | — | — | — | — | ||||
Units(8) | — | — | — | — | ||||
Total | $250,000,000 | — | $250,000,000 | $32,450.00 |
Title of each class of | Amount to be | Proposed maximum offering price per unit(3) | Proposed maximum aggregate offering price(3) | Amount of |
Common Stock, no par value | 9,423,430 | $24.41 | $230,025,926 | $25,095.83 |
Non-Voting Common Stock, no par value | 6,653,347 | — | — | $ —(5) |
(1) |
(2) |
(3) | Estimated solely for purposes of determining the registration fee pursuant to Rule 457(c) under the Securities |
(4) |
(5) | No additional consideration will be |
The registrantRegistrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrantRegistrant shall file a further amendment whichthat specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The information contained in this prospectus is not complete and may be changed. WeThese securities may not sell these securitiesbe sold until the registration statement filed with the Securities and Exchange Commission isbecomes effective. This prospectus is not an offer to sell these securities and it is not soliciting an offeroffers to buy these securities in any statejurisdiction where suchthe offer or sale is not permitted.
Subject to completion, dated December 26, 2019SUBJECT TO COMPLETION, DATED MAY 17, 2021
PROSPECTUS
$250,000,000
9,423,430 Shares of Voting Common Stock
Preferred6,653,347 Shares of Non-Voting Common Stock
Debt Securities
Depositary Shares
Warrants
Purchase Contracts
Purchase Units
Subscription Rights
Units
We may offer, issue and sellThis prospectus relates to the resale by the selling shareholder named herein, or its permitted pledgees, donees, transferees or other successors in interest, from time to time, of up to $250,000,000, together or separately, in one or more offerings, the above-referenced securities. 9,423,430 shares of common stock, which may consist of up to 9,423,430 shares of our voting common stock, no par value (the “Voting Common Stock”), and up to 6,653,347 shares of our non-voting common stock, no par value (the “Non-Voting Common Stock”).
The securities we may offer may be convertible into or exchangeableshares registered for other securities. This prospectus describes some of the general terms that may apply to these securities and the general manner in which they may be offered. Each time we offer any securitiesresale pursuant to this prospectus we will provide you with a prospectus supplement(the “Shares”) consist of: (i) 2,770,083 shares of Voting Common Stock, which were issued pursuant to an Investment Agreement, dated October 10, 2020 and amended by Amendment No. 1, dated December 9, 2020 (as amended, the “Investment Agreement”), by and between TriState Capital Holdings, Inc. (the “Company”) and the selling shareholder; (ii) 5,730,909 shares of common stock, which may be either Voting Common Stock or Non-Voting Common Stock, issuable upon conversion of our Series C perpetual non-cumulative non-voting preferred stock (the “Series C Preferred Stock”) (including shares of Series C Preferred Stock that will describemay be issued as dividend payments); and (iii) 922,438 shares of common stock, which may be either Voting Common Stock or Non-Voting Common Stock, issuable upon the specific amounts, prices and termsexercise of warrants (the “Warrants”). Any shares of Non-Voting Common Stock that are issued upon conversion of the Series C Preferred Stock or exercise of the Warrants will automatically convert into shares of Voting Common Stock in a transfer (a) in a Widespread Public Offering (as defined in the Certificate of Designation of the Series C Preferred Stock), (b) to the Company, (c) in which no transferee (or group of associated transferees) would receive 2% or more of the outstanding securities beingof any class of voting securities or (d) to a controlling shareholder (each, a “Permitted Regulatory Transfer”). We are registering the Shares on behalf of the selling shareholder, to be offered and sold from time to time, to satisfy certain registration rights that we have granted to the specific manner in which they may be offered. You should read this prospectus, the information incorporated by referenceselling shareholder.
The selling shareholder identified in this prospectus, or its permitted pledgees, donees, transferees or other successors in interest, may resell or dispose of the accompanying prospectus supplement, includingShares, or interests therein, at fixed prices, at prevailing market prices at the time of sale or at prices negotiated with purchasers, to or through underwriters, broker-dealers, agents, or through any information incorporated by reference therein, and any applicable free writing prospectus carefully before you invest in the securitiesother means described in the applicablesection of this prospectus supplement.
Our common stock is listed on the Nasdaq Global Select Market and trades under the ticker symbol “TSC.”
We may offer and sell these securities to or through one or more underwriters, dealers and agents, directly to purchasers or through a combinationentitled “Plan of these methods, on a continuous or delayed basis from time to time. See “Plan of Distribution.” The namesselling shareholder will bear the commissions and discounts, if any, attributable to the sale or disposition of the Shares, or interests therein, held by such selling shareholder. We will bear all costs, expenses and fees in connection with the registration of the Shares. We will not receive any underwriters, dealers or agents involved inof the distribution of our securities, their compensation and any option they hold to acquire additional securities will be described in the applicable prospectus supplement. Net proceeds from the sale of securities will be set forth in the applicable prospectus supplement.Shares by the selling shareholder.
Our Voting Common Stock is listed on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “TSC.” On May 14, 2021, the last reported sale price of our Voting Common Stock was $22.88 per share. You are urged to obtain current market quotations for our Voting Common Stock.
Investing in our securities involves certain risks. Before buying our securities, youa high degree of risk. You should review carefully consider the risks and uncertainties described under the caption “Risk Factors” beginning on page 1 ofheading “Risk Factors” contained in this prospectus and under similar headings in the other documents that are incorporated by reference into this prospectus and included or incorporated by reference into.as described on page 3 of this prospectus.
These securities are not savings accounts, deposits or other obligations of any of our bank and non-bank subsidiaries and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
None ofNeither the U.S. Securities and Exchange Commission (the “SEC”), nor any state securities commission the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other regulatory body has approved or disapproved of these securities or determined if this prospectusor any accompanying prospectus supplement is accuratetruthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is ., 2021.
TABLE OF CONTENTS
This prospectus is part of a registration statement on Form S-3 that we filed with the U.S. Securities and Exchange Commission, or SEC, using a “shelf” registration process. Under this shelf registration statement, we may offer and sell from time to time, separately or together, any combination of our common stock, preferred stock, debt securities, depositary shares, warrants, purchase contracts, purchase units, subscription rights and units in one or more offerings at an aggregate offering price of up to $250,000,000. The preferred stock, debt securities, warrants, purchase contracts, purchase units, subscription rights and units may be convertible into, or exercisable or exchangeable for, our common or preferred stock or other securities issued by us, or debt or equity securities issued by one or more other entities.
This prospectus provides you with a general description of the securitiesShares that may be resold by the selling shareholder. In certain circumstances, we may offer. Each time we offer and sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. Thea particular offering by the selling shareholder. We also may provide a prospectus supplement may alsoto add information to, or update or change information contained in, this prospectus. You should readTo the extent there is a conflict between the information contained in this prospectus and the prospectus supplement, you should rely on the information in the prospectus supplement, provided that if any statement in one of these documents is inconsistent with a statement in another document having a later date—for example, a document incorporated by reference in this prospectus or any prospectus supplement—the statement in the later-dated document modifies or supersedes the earlier statement.
You should read both this prospectus and any applicable prospectus supplement together with the additional information described underabout our company to which we refer you in the heading “Wheresections of this prospectus entitled “Where You Can Find More Information.Information.” We may also prepare free writing prospectuses that describe particular securities. Any free writing prospectusYou should also be readrely only on the information contained in connection withor incorporated by reference into this prospectus and any prospectus supplement referred to therein. For purposes of this prospectus,supplement. Neither we nor the selling shareholder has authorized any reference to an applicable prospectus supplement may also refer to a free writing prospectus, unless the context otherwise requires. Unless otherwise indicateddealer, sales person or the context otherwise requires, all references in this prospectus to “we,” “our,” “us,” “our company” and “the Company” refer to TriState Capital Holdings, Inc., a Pennsylvania corporation, and its consolidated subsidiaries.
The registration statement of which this prospectus forms a part, including the exhibits to the registration statement, contains additional information about us and the securities offered under this prospectus. The registration statement can be obtained from the SEC’s website, www.sec.gov. Copies of information filed by us with the SEC are also available on our website at www.tristatecapitalbank.com. The reference to our website is not intended to be an active link and the information on, or that can be accessed through, our website is not, and you must not consider the information to be, a part of this prospectus or any other filings we make with the SEC.
We have not authorized anyoneperson to provide you with information in addition to or different from that contained in this prospectus or any applicable prospectus supplement or free writing prospectus. We take no responsibility for, and can provide no assurance as to the reliability of, any information that others may provide.information. You should not assume that the information in this prospectus or any applicable prospectus supplement or any free writing prospectus that we have prepared is accurate as of any date other than the date on the front of those documents andor that any information in documents that we havedocument incorporated by reference is accurate only as of theany date of such document, regardless of the time of delivery ofother than its filing date. You should not consider this prospectus or any prospectus supplement or any sale of a security. Our business, financial condition, results of operations and prospects may have changed since those dates.
The distribution of this prospectus and any applicable prospectus supplement and the offering of the securities in certain jurisdictions mayto be restricted by law. Persons who obtain this prospectus and any applicable prospectus supplement should inform themselves about, and observe, any such restrictions. This prospectus and any applicable prospectus supplement do not constitute, and may not be used in connection with, an offer or solicitation by anyonerelating to the Shares in any jurisdiction in which such an offer or solicitation relating to the Shares is not permittedauthorized. Furthermore, you should not consider this prospectus to be an offer or in whichsolicitation relating to the Shares if the person making suchthe offer or solicitation is not qualified to do so, or to any person to whomif it is unlawful for you to makereceive such an offer or solicitation.
Unless the context indicates otherwise, references in this prospectus to “TriState Capital,” “the Company,” “we,” “us,” “our” and similar references refer to TriState Capital Holdings, Inc.
WHERE YOU CAN FIND MORE INFORMATIONCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public on the SEC’s website at www.sec.gov.
The SEC allows us to “incorporate by reference” into this prospectus the information in documents we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be a part of thisThis prospectus and should be read with the same care. When we update the information contained in documents that have been incorporated by reference by making future filings with the SEC, the information incorporated by reference into this prospectus is considered to be automatically updated and superseded. In other words, in all cases, if you are considering whether to rely on information contained in this prospectus or information incorporated by reference into this prospectus, you should rely on the information contained in the document that was filed later. We incorporate by reference (other than any information furnished to, rather than filed with, the SEC, unless expressly stated otherwise therein) the documents listed below (File No. 001-35913 unless otherwise stated), which are considered to be a part of this prospectus:
All reports and other documents we subsequently file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until our offering is completed will also be incorporated by reference into this prospectus and deemed to be part hereof (other than any information furnished to, rather than filed with, the SEC, unless expressly stated otherwise therein). The most recent information that we file with the SEC automatically updates and supersedes older information. The information contained in any such filing will be deemed to be a part of this prospectus commencing on the date on which the document is filed.
Any documents incorporated by reference into this prospectus are available without charge to you, upon written request on the Internet at www.tristatecapitalbank.com or upon written or oral request by contacting our Investor Relations department at TriState Capital Holdings, Inc., One Oxford Centre, 301 Grant Street, Suite 2700, Pittsburgh, PA 15219. Attention: Investor Relations, (412) 304-0304. The reference to our website is not intended to be an active link and the information on, or that can be accessed through, our website is not, and you must not consider the information to be, a part of this prospectus or any other filings we make with the SEC.
Certain statements included or incorporated by reference in this prospectus and each prospectus supplement may not be based on historical facts and arecontain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act. 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, as well as our goals and objectives for future operations, financial and business trends, business prospects and management’s outlook or expectations for earnings, revenues, expenses, capital levels, liquidity levels, asset quality or other measures of future financial or business performance, strategies or expectations. These statements are often, but not always, indicatedmade through the use of words or phrases such as “achieve,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “maintain,” “may,” “opportunity,” “outlook,” “plan,” “potential,” “predict,” “projection,” “seek,” “should,” “sustain,” “target,” “trend,” “will,” “will likely result,” and “would,” or the negative version of those words or other comparable statementswords of a future or forward- lookingforward-looking nature. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry and beliefs orof assumptions made by management, many of which, by their nature, are inherently uncertain. 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. 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 change over time and are difficult to predict, including, but not limited to, the following:
possible additional loan and lease losses and impairment, changes in the value of collateral securing our loans and leases and the collectability of loans and leases, particularly as a result of the COVID-19 pandemic and the programs implemented by the Coronavirus Aid, Relief, and Economic Security Act, including its automatic loan forbearance provisions;
The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included or incorporated by reference in this prospectus.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. New factors emerge from time to time, and it is not possible for us to predict which will arise. Any forward-looking statement speaks only as of the date on which it is made, and we do not undertake any obligation to 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.
This summary highlights information contained elsewhere in, or incorporated by reference into, this prospectus. Because this is a summary, it may not contain all the information that may be important to you. Therefore, you should also read the more detailed information set forth in this prospectus, our financial statements and documents incorporated by reference into this prospectus, before making an investment decision. See “Where You Can Find Additional Information.”
Company Overview
We are a bank holding company headquartered in Pittsburgh, Pennsylvania. We haveThe Company has three wholly owned subsidiaries: TriState Capital Bank, or the Bank, a Pennsylvania charteredPennsylvania-chartered bank; Chartwell Investment Partners, LLC, or Chartwell, a registered investment advisor; and Chartwell TSC Securities Corp., or CTSC Securities, a registered broker/dealer.
Through our bank subsidiarythe Bank, we serveprovide commercial banking services to middle-market businesses in our primary markets throughout the states of Pennsylvania, Ohio, New Jersey and New York and weYork. We also serve high-net worthhigh net-worth individuals, business entities, and trusts on a national basis through our private banking channel. 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. As of March 31, 2021, the Bank had total assets of approximately $10.49 billion total loans and leases held for investment of approximately $8.54 billion and total deposits of approximately $9.25 billion.
Through our investment management subsidiary,Chartwell, we provide investment management services primarily to institutional investors, mutual funds and individual investors on a national basis. Our broker/dealer subsidiary,As of March 31, 2021, Chartwell had assets under management of approximately $11.20 billion. CTSC Securities supports the marketing efforts for Chartwell’s proprietary investment products.
Our success has been built upon the vision and focus of our executive management team to combine the sophisticated products, services and risk management efforts of a large financial institution with the personalized service of a community bank. We believe that a results-based culture, combined with a well-managed middle-market and private banking business, and our targeted investment management business, will continue to grow and generate attractive returns for shareholders.
Our common stockVoting Common Stock is traded on Nasdaq under the symbol “TSC.” Our depositary shares representing a 1/40th interest in a share of our Series A Preferred Stock are traded on Nasdaq under the symbol “TSCAP” and our depositary shares representing a 1/40th interest in a share of our Series B Preferred Stock is traded on Nasdaq under the symbol “TSCBP.”
Our principal executive office is located at One Oxford Centre, 301 Grant Street, Suite 2700, Pittsburgh, Pennsylvania 15219, and our telephone number at that office is (412) 304-0304. Our website is located at www.tristatecapitalbank.com. The information contained on our website is not part of this prospectus. We have included our website address in this prospectus solely as an inactive textual reference.
Additional information about us and our subsidiaries is included in documents incorporated by reference in this prospectus. See “Where You Can Find More Information.”Private Placement
We entered into an Investment Agreement on October 10, 2020, as amended on December 9, 2020 (the “Investment Agreement”), with the selling shareholder identified in this prospectus, pursuant to which we issued and sold to the selling shareholder (i) 2,770,083 shares of Voting Common Stock, (ii) 650 shares of Series C Preferred Stock, which are convertible into shares of Voting Common Stock in the event of certain transfers to third-party holders or, after the second anniversary of the issuance of the Series C Preferred Stock, Non-Voting Common Stock, and (iii) Warrants to purchase up to 922,438 shares of Voting Common Stock (in the event of certain transfers to third-party holders) or Non-Voting Common Stock. We refer to this transaction herein as the Private Placement. An additional 138 shares of Series C Preferred Stock may be issued as dividend payments on outstanding shares of Series C Preferred Stock (of which 11 shares were issued as a dividend payment on April 1, 2021). In the event of a Permitted Regulatory Transfer, each outstanding share of Non-Voting Common Stock will automatically convert into one share of Voting Common Stock. The shares of Voting Common Stock issued in the Private Placement and the shares of Voting Common Stock and Non-Voting Common Stock issuable upon conversion of the Series C Preferred Stock and exercise of the Warrants (including shares of Voting Common Stock issuable upon conversion of any Non-Voting Common Stock that is issued in respect of the Series C Preferred Stock or the Warrants) are referred to herein as the Shares.
In connection with the Private Placement and as required by the Investment Agreement, on December 30, 2020, we entered into a registration rights agreement with the selling shareholder (the “Registration Rights Agreement”), pursuant to which we agreed to prepare and file with the SEC a registration statement with respect to resales of the Voting Common Stock purchased, and the Voting Common Stock and Non-Voting Common Stock issuable in respect of the other securities purchased, by the selling shareholder under the Investment Agreement. Accordingly, as required by the Registration Rights Agreement, the registration statement of which this prospectus is a part relates to the offer and resale of the Shares.
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The Offering
Issuer | TriState Capital Holdings, Inc. |
Securities offered by the selling shareholder | Up to 9,423,430 shares of common stock, which may consist of up to 9,423,430 shares of Voting Common Stock and up to 6,653,347 shares of Non-Voting Common Stock. |
Terms of the offering | The selling shareholder will determine when and how it will sell the Shares offered in this prospectus, as described in the “Plan of Distribution.” |
Use of proceeds | We will not receive any proceeds from the sale of the Shares by the selling shareholder in this offering. See “Use of Proceeds.” |
Risk factors | Investing in our securities involves a high degree of risk. You should carefully read and consider the information beginning on page 3 of this prospectus set forth under the heading “Risk Factors” and all other information set forth in this prospectus and the documents incorporated herein by reference before deciding to invest in our securities. |
Nasdaq symbol for the Voting Common Stock | “TSC” |
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Investing in our securities issued by us involves certain risks. Before you invest in any securities issued by us,making an investment decision, in addition to the other information included in, or incorporated by reference into, this prospectus, as well as the information contained in any applicable prospectus supplement, you should carefully consider the risk factors contained in the sectionsections titled “Item 1A. Risk“Risk Factors” and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2018,2020, which is incorporated by reference into this prospectus, as updated by our Annual or Quarterly Reports for subsequent fiscal years or fiscal quarters that we file with the SEC and that are so incorporated. See “Where“Where You Can Find More InformationInformation.” for information about how to obtain a copyEach of the risk factors could adversely affect our business, results of operations, financial condition and cash flows, as well as adversely affect the value of an investment in our securities, and the occurrence of any of these documents. You should also carefully consider the risks and other information that may be contained in,might cause you to lose all or incorporated by reference into, any prospectus supplement relating to specific offeringspart of securities.your investment. Additional risks and uncertainties not presently known to us or that we currently deembelieve are immaterial may also materially and adversely affect our business and operations.
We intend to use the net proceeds from the sales of the securities in the manner and for the purposes that will be set forth in the applicable prospectus supplement, which may include general corporate purposes.
We will not receive any proceeds from the sale of the Shares covered by this prospectus and any accompanying prospectus supplement. All proceeds from the sale of the Shares will be for the account of the selling shareholder or its permitted pledgees, donees, transferees or other successors in interest, as applicable.
We will bear all other costs, fees and expenses incurred in effecting the registration of the Shares covered by this prospectus including, without limitation, registration, qualification, filing fees, Nasdaq listing fees and fees and expenses of our counsel and our accountants, in accordance with the terms of the Registration Rights Agreement. In addition, we will bear the reasonable and documented fees and expenses of counsel to the selling shareholder in connection with any offering conducted pursuant to this prospectus, up to a cap, as set forth in the Registration Rights Agreement. The selling shareholder (or its permitted pledgees, donees, transferees or other successors in interest) will pay any discounts, commissions, and fees of underwriters, selling brokers, dealer managers or similar securities industry professionals incurred by such selling shareholder in disposing of the Shares covered by this prospectus.
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DESCRIPTION OF SECURITIES WE MAY OFFER
This prospectus containsThe following summary descriptionsof the material terms of our capital stock. These summary descriptions areVoting Common Stock and Non-Voting Common Stock (referred to collectively as “common stock”) is not meantintended to be a complete descriptions of each security. The applicable prospectus supplement for an offering may add, update or change the terms and conditionssummary of the securitiesrights and preferences of such securities. We urge potential investors to read our amended and restated articles of incorporation, as described in this prospectus. This summary is qualified by reference to the applicable provisionsamended (our "Articles of the Pennsylvania Business Corporation Law, our Amended and Restated Articles of Incorporation, which we refer to as our Articles of Incorporation,Incorporation") and our By-Laws,by-laws, as amended. Youamended (the “By-laws”), which are urged to read those documents carefully. Copies of our Articles of Incorporation and By-Laws are incorporated by reference in this prospectusfiled as exhibits to the registration statement of which this prospectus forms a part. See “Where You Can Find More Information.”
We may issue, separately or together with, or upon conversion, exercise or exchange of other securities, shares of our common stockis part, as set forth inwell as the applicable prospectus supplement. The following section describes the material features and rightsprovisions of our common stock. This summary does not purport to be exhaustive and is qualified in its entirety by reference to our Articles of Incorporation and our By-Laws, each of which is incorporated by reference as an exhibit to the registration statement of which this prospectus forms a part, and to applicable Pennsylvania law, including the Pennsylvania Business Corporation Law.Law, as amended (the “PBCL”), in their entirety for a complete description of the rights and preferences of our common stock.
General
Our Articles of Incorporation authorize us to issue a total of 45,000,00058,306,694 shares of common stock, no par value per share.share, of which 51,653,347 shares are designated as Voting Common Stock and 6,653,347 shares are designated as Non-Voting Common Stock. 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 September 30, 2019, 29,296,970March 31, 2021, 33,160,605 shares of our common stockVoting Common Stock were issued and outstanding and held by 167171 shareholders of record.record and 0 shares of our Non-Voting Common stock were issued and outstanding.
Voting.Voting
Each holder of our common stockVoting 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 stockVoting Common Stock are not entitled to cumulative voting in the election of directors.
The holders of Non-Voting Common Stock have no voting rights or power and are not entitled to vote on any matter except as otherwise required by law or as otherwise expressly provided for in the Articles of Incorporation. The affirmative vote of the holders of a majority of the outstanding shares of Non-Voting Common Stock, voting separately as a class, will be required to (i) amend, alter, change or repeal any provision of the Articles of Incorporation if such amendment, alteration, change or repeal would significantly and adversely affect the powers, preferences, rights or privileges of the Non-Voting Common Stock contained in the Articles of Incorporation or (ii) approve (or adopt any definitive document that contemplates) a reorganization event pursuant to which the Non-Voting Common Stock will not be treated on equivalent terms as the Voting Common Stock in connection with any repurchase, tender offer, subscription offer or similar transaction. In addition, so long as any shares of Non-Voting Common Stock are outstanding, the vote or consent of the holders of at least a majority of the outstanding shares of Voting Common Stock and the outstanding shares of Non-Voting Common Stock, voting together as a single class, will be necessary for effecting or validating any voluntary liquidation, dissolution or winding up of the Company.
Dividends and other distributions.Other Distributions
Subject to certain regulatory restrictions discussed in this prospectusherein 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 boardBoard of directors.Directors (the “Board”). 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.
If the Company declares or pays a dividend with respect to the Voting Common Stock, then the Company must at the same time declare and pay an equivalent dividend, on a per share basis, with respect to the Non-Voting Common Stock. If the Company declares or pays a dividend with respect to the Non-Voting Common Stock, then the Company must at the same time declare and pay an equivalent dividend, on a per share basis, with respect to the Voting Common Stock.
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Preemptive Rights
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
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 directorsBoard 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. As of September 30, 2019,March 31, 2021, 40,250 shares of our Series A Preferred Stock were issued and outstanding, and 80,500 shares of our Series B Preferred Stock were issued and outstanding and 661 shares of Series C Preferred Stock were 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;Voting 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 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
Provisions of governing documents. Our Articles of Incorporation and By-LawsBy-laws 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,Board, without shareholder approval, to issue our preferred stock, the terms of which, including voting power, are set by our board of directors;Board; divide our board of directorsBoard 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 lawApplicable Law.
The Pennsylvania Business Corporation LawPBCL 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 (under Subchapter C of Chapter 25) shareholders from calling a special meeting, in most circumstances, or by acting by less than unanimous written consent; prohibit (under Subchapter D of Chapter 25) 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;PBCL; 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;PBCL; 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 LawPBCL 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 ActPBCL 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 LawPBCL 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,PBCL, 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 Chapter 25 of the Pennsylvania Business Corporation LawPBCL 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 directorsBoard 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 STOCKTHE SELLING SHAREHOLDER
We have prepared this prospectus to allow the selling shareholder, or its permitted pledgees, donees, transferees or other successors in interest, to sell or otherwise dispose of, from time to time, up to 9,423,430 shares of common stock, which may consist of up to 9,423,430 shares of Voting Common Stock and up to 6,653,347 shares of Non-Voting Common Stock.
Pursuant to the Investment Agreement on December 30, 2020 we issued and sold to the selling shareholder, for gross proceeds of $105 million, (i) 2,770,083 shares of Voting Common Stock, (ii) 650 shares of Series C Preferred Stock, which are convertible into shares of Voting Common Stock in the event of certain transfers to third-party holders or, after the second anniversary of the Private Placement, Non-Voting Common Stock, and (iii) Warrants to purchase up to 922,438 shares of Voting Common Stock (in the event of certain transfers to third-party holders) or Non-Voting Common Stock. An additional 138 shares of Series C Preferred Stock may be issued as dividend payments on outstanding shares of Series C Preferred Stock (of which 11 shares were issued as a dividend payment on April 1, 2021). In the event of a Permitted Regulatory Transfer, each outstanding share of Non-Voting Common Stock will automatically convert into one share of Voting Common Stock. The shares of Voting Common Stock issued in the Private Placement and the shares of Voting Common Stock and Non-Voting Common Stock issuable upon conversion of the Series C Preferred Stock and exercise of the Warrants (including shares of Voting Common Stock issuable upon conversion of any Non-Voting Common Stock that was previously issued in respect of the Series C Preferred Stock or the Warrants) are referred to herein as the Shares.
In connection with certain registration rights we granted to the selling shareholder pursuant to the Registration Rights Agreement, we filed with the SEC a registration statement on Form S-3, of which this prospectus forms a part, with respect to the resale or other disposition of the Shares offered by this prospectus. We have agreed to prepare and file amendments and supplements to the registration statement to the extent necessary to keep the registration statement effective for the period of time required under our agreement with the selling shareholder.
The following table sets forth the name of the selling shareholder and the aggregate number of Shares that the selling shareholder may offer and sell pursuant to this prospectus. The selling shareholder may sell some, all or none of the Shares. If all of the shares of Voting Common Stock registered pursuant to this prospectus are sold by the selling shareholder hereunder, no shares of Non-Voting Common Stock will be sold hereunder. Conversely, if any shares of Non-Voting Common Stock registered pursuant to this prospectus are sold by the selling shareholder hereunder, the number of shares of Voting Common Stock available for sale hereunder will be decreased by the number of Non-Voting Common Stock sold hereunder.
We currently have no agreements, arrangements or understandings with the selling shareholder regarding the sale or other disposition of any of the Shares. The Shares may be offered and sold from time to time by the selling shareholder or its permitted pledgees, donees, transferees or other successors in interest, pursuant to this prospectus; provided that the registration rights with respect to the Shares may not be transferred other than to (i) an affiliate of the selling shareholder or (ii) any person to whom Shares representing at least 2% of the then outstanding shares of our Voting Common Stock or Non-Voting Common Stock, as applicable (assuming the shares of Series C Preferred Stock or applicable Warrant have been converted or exercised in full) are transferred, as applicable, other than in a transaction pursuant to a registration statement or Rule 144 of the Securities Act that results in such Shares ceasing to be eligible for registration rights pursuant to the Registration Rights Agreement (each, a “Permitted Reg Rights Holder”).
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The information below assumes the offer and sale of all Shares beneficially owned by the selling shareholder and available for sale under this prospectus and assumes no further acquisitions or dispositions of Shares by the selling shareholder.
Number of Shares Beneficially Owned Before Offering(1) | Number of Shares Offered | Number of Shares Beneficially Owned After Offering | ||||||||||||||||||
Name and Address of Selling Shareholder | Common Stock | Nonvoting Common Stock | Common Stock | Nonvoting Common Stock | Common Stock | Non-Voting Common Stock | ||||||||||||||
T-VIII PubOpps LP(2) | 9,423,430 | (3)(4) | — | 9,423,430 | (3)(4) | 6,653,347 | (4)(5) | 0 | 0 | |||||||||||
(1) | For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares that are currently exercisable or exercisable within 60 days of May 17, 2021. Notwithstanding the foregoing, the beneficial ownership amounts assume the sale of all Shares that may be offered pursuant to this prospectus without taking into account certain limitations, including that, consistent with the Investment Agreement and applicable banking regulations, at no time may funds managed by Stone Point Capital LLC (“Stone Point”), including the selling shareholder, own, control or have the power to vote 10% or more of the Company’s voting securities. |
(2) | The sole general partner of T-VIII PubOpps LP (“T-VIII PubOpps”) is T-VIII PubOpps GP LLC, a Delaware limited liability company (“T-VIII GP”). As the general partner of T-VIII PubOpps, T-VIII GP holds voting and investment power with respect to the shares of common stock that are, or may be deemed to be, beneficially owned by T-VIII PubOpps. The sole managing member of T-VIII GP is Trident VIII, L.P., a Cayman Islands exempted limited partnership (“Trident VIII”). As the sole managing member of T-VIII GP, Trident VIII holds voting and investment power with respect to the shares of common stock that are, or may be deemed to be, beneficially owned by T-VIII GP. The sole general partner of Trident VIII is Trident Capital VIII, L.P., a Cayman Islands exempted limited partnership (“Trident VIII GP” and, together with T-VIII GP and Trident VIII, the “Stone Point Entities”). As the general partner of Trident VIII, Trident VIII GP holds voting and investment power with respect to the shares of common stock that are, or may be deemed to be, beneficially owned by Trident VIII. The general partners of Trident VIII GP are five single member limited liability companies that are owned by individuals who are members of Stone Point (Charles A. Davis, Stephen Friedman, James D. Carey, David J. Wermuth and Nicolas D. Zerbib). Pursuant to certain management agreements, Stone Point has received delegated authority from Trident VIII GP relating to Trident VIII, including the authority to exercise voting rights of shares of common stock on behalf of Trident VIII, except with respect to any portfolio investment where Trident VIII controls 10% or more of the voting power of such portfolio company, in which case delegated discretion to exercise voting rights may not be exercised on behalf of Trident VIII without first receiving direction from the Investment Committee of Trident VIII GP or a majority of the general partners of Trident VIII GP. The management agreements do not delegate any power with respect to the disposition of shares of common stock held by Trident VIII. The principal business address for T-VIII PubOpps is c/o CSC at 251 Little Falls Drive, Wilmington, Delaware 19808. The principal business address for each of the other Stone Point Entities is c/o Stone Point at 20 Horseneck Lane, Greenwich, CT 06830. |
(3) | Consists of (i) 2,770,083 shares of Voting Common Stock, (ii) 5,730,909 shares of Voting Common Stock issuable upon conversion of Series C Preferred Stock (including shares of Voting Common Stock issuable upon conversion of any Non-Voting Common Stock that is issued upon conversion of the Series C Preferred Stock) and (iii) 922,438 shares of Voting Common Stock issuable upon exercise of Warrants (including shares of Voting Common Stock issuable upon conversion of any Non-Voting Common Stock that is issued upon conversion of the Warrants). |
(4) | Assumes the election to receive all dividends payable in respect of outstanding Series C Preferred Stock in the form of additional shares of Series C Preferred Stock. |
(5) | Consists of (i) 5,730,909 shares of Non-Voting Common Stock issuable upon conversion of Series C Preferred Stock and (ii) 922,438 shares of Non-Voting Common Stock issuable upon exercise of Warrants. |
Relationship with the Selling Shareholder
Investment Agreement
As discussed above, on October 10, 2020, we and the selling shareholder entered into the Investment Agreement, as amended by Amendment No. 1, dated December 9, 2020, pursuant to which we issued and sold to the selling shareholder, for gross proceeds of $105 million, (i) 2,770,083 shares of Voting Common Stock, (ii) 650 shares of Series C Preferred Stock, which are convertible into shares of Voting Common Stock in the event of certain transfers to third-party holders or, after the second anniversary of the Private Placement, Non-Voting Common Stock, and (iii) Warrants to purchase up to 922,438 shares of Voting Common Stock (in the event of certain transfers to third-party holders) or Non-Voting Common Stock. An additional 138 shares of Series C Preferred Stock may be issued as dividend payments on outstanding shares of Series C Preferred Stock (of which 11 shares were issued as a dividend payment on April 1, 2021). In the event of a Permitted Regulatory Transfer, each outstanding share of Non-Voting Common Stock will automatically convert into one share of Voting Common Stock of the Company.
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The following section describesRegistration Rights Agreement
Pursuant to the generalRegistration Rights Agreement with the selling shareholder, we agreed to prepare and file with the SEC the registration statement of which this prospectus forms a part that permits the resale of the Shares and, subject to certain exceptions, use reasonable best efforts to keep such registration statement effective under the Securities Act until (i) all Shares registered by the registration statement have been disposed of in accordance with the registration statement, (ii) the Shares have been sold in accordance with Rule 144 of the Securities Act and the restrictive legend on such Shares has been removed, (iii) the Shares have been transferred in a transaction in which the transferor’s rights under the Registration Rights Agreement are not assigned to the transferee of the Shares in accordance with the terms of preferred stock that we may issue. The specific terms of any series of preferred stock will be described in the prospectus supplement relating to that series of preferred stock. The terms of any series of preferred stock may differ from the terms described below. Certain provisions of our preferred stock described below and in any prospectus supplement are not complete. The summary does not purportRegistration Rights Agreement, or (iv) all Shares have ceased to be exhaustiveoutstanding.
The selling shareholder may transfer or assign all or any portion of its rights under the Registration Rights Agreement in connection with the transfer of shares of Voting Common Stock issued pursuant to the Investment Agreement, shares of the Series C Preferred Stock and the Warrants without our prior written consent; provided that such transferee or assignee agrees in writing with us to be bound by the Registration Rights Agreement and is qualifieda Permitted Reg Rights Holder.
We have also agreed, among other things, to indemnify the selling shareholder (or its permitted pledgees, donees, transferees or other successors in interest, as applicable) and its entirety by reference to our Articlesaffiliates, partners, officers, directors, employees, advisors, representatives and agents, and any person who controls such shareholder (within the meaning of Incorporationthe Securities Act or the Exchange Act) from all losses and our By-Laws, eachliabilities arising under the registration statement of which is incorporated by reference as an exhibitthis prospectus forms a part and any securities laws applicable to the registration statement of which this prospectus forms a part and to applicable Pennsylvania law, including the Pennsylvania Business Corporation Law.pay all fees and expenses (including, without limitation, reasonable attorneys’ fees and expenses and reasonable costs of investigation).
Board of Directors
General
Our Articles of Incorporation permit usPursuant to issue, withoutthe Investment Agreement, on January 14, 2020, Christopher M. Doody was appointed to the Board. The Investment Agreement provides that the selling shareholder approval, up to 150,000 shares of one or more series of preferred stock and authorize our board of directorsis entitled to designate one representative to be appointed to the preferences, limitationsBoard 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.
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.
In March 2018, we completed the issuance and sale of a registered, underwritten public offering of depositary shares, each representing a 1/40th interest in a share of our 6.75% Fixed-to-Floating Rate Series A Non-Cumulative Perpetual Preferred Stock, no par value, or the Series A Preferred Stock, with a liquidation preference of $1,000 per share (equivalent to $25 per depository share).
In May 2019, we completed the issuance and sale of a registered, underwritten public offering of depositary shares, each representing a 1/40th interest in a share of our 6.375% Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred Stock, no par value, or the Series B Preferred Stock, with a liquidation preference of $1,000 per share (equivalent to $25 per depository share).
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:
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 TriState Capital Bank until such time as the preferred stock could have the effect of delaying a change of controlselling shareholder 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
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 partits affiliates no longer beneficially own 4.5% 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 theoutstanding shares of any future series of preferred stock will be convertible intoVoting Common Stock or exchangeable forNon-Voting Common Stock (including 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 conversionSeries C Preferred Stock or exchange is mandatory, the initial conversion or exchange price or rate and the circumstances or manner in which the amountexercise 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:
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 DEBT SECURITIES
The complete terms of the debt securities will be contained in the indenture and supplemental indenture applicable to the debt securities. These documents will be included or incorporated by reference into this prospectus or the applicable prospectus supplement. You should read the indenture and applicable supplemental indenture relating to any debt securities. You should also read the applicable prospectus supplement, which will contain additional information and which may update or change some of the information below.
We may issue, separately or together with, or upon conversion, exercise or exchange of other securities, debt securities, including debentures, notes, bonds and other evidence of indebtedness as set forth in the applicable prospectus supplement. The debt securities may be either secured or unsecured and will be either senior debt securities or subordinated debt securities. The debt securities will be issued under one or more separate indentures between us and a trustee to be specified in an accompanying prospectus supplement. Senior debt securities will be issued under a senior indenture and subordinated debt securities will be issued under a subordinated indenture. We refer to the senior indenture and the subordinated indenture together as the indentures. This prospectus, together with the applicable prospectus supplement, will describe the terms of each series of debt securities that we may offer from time to time.
The following summary of the material provisions of the indentures and the debt securities does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the provisions of the applicable indenture and certificates evidencing the applicable debt securities. The specific terms of the applicable indenture and debt securities will be described in the applicable prospectus supplement. If any particular terms of the applicable indenture or debt securities described in a prospectus supplement differ from any of the terms described below, then the terms described below will be deemed to have been superseded by those described in the applicable prospectus supplement.
Capitalized terms used but not defined in this section have the meanings given to those terms in the applicable prospectus supplement or, if not defined in the applicable prospectus supplement, in the applicable indenture.
As used in this section, “we,” “our,” “us” and the “Company” refer only to TriState Capital Holdings, Inc. and not to any of its subsidiaries.
General
Debt securities may be issued in separate series without limitation as to aggregate principal amount. We may specify a maximum aggregate principal amount for the debt securities of any series. We are not limited as to the amount of debt securities that we may issue under the indentures. Unless otherwise provided in a prospectus supplement, a series of debt securities may be reopened to issue additional debt securities of such series. The subordinated debt securities will be subordinated as described below under the heading “—Subordinated DebtWarrants).”
The prospectus supplement relating to a particular series of debt securities will set forth the material terms of the debt securities being offered, as established pursuant to a board resolution, in an officer’s certificate or in a supplemental indenture, including:
If we denominate the purchase price of any of the debt securities in a foreign currency or currencies, or if the principal of or premium, if any, or interest on any series of debt securities is payable in a foreign currency or currencies, we will include in the applicable prospectus supplement information on the restrictions, elections, material United States federal income tax considerations, specific terms and other information with respect to that issue of debt securities and the relevant foreign currency or currencies.
Unless otherwise specified in the prospectus supplement, the debt securities will be registered debt securities. Debt securities may be sold at a substantial discount below their stated principal amount, bearing no interest or interest at a rate which at the time of issuance is below market rates. The material United States federal income tax considerations applicable to debt securities sold at a discount will be described in the applicable prospectus supplement.
Senior Debt
Except as otherwise provided indescribed above, neither the selling shareholder nor any persons having control over such selling shareholder has held any position or office with us or our affiliates within the last three years or has had a prospectus supplement, senior debt securities will be unsecured and will rank equallymaterial relationship with allus or any of our predecessors or affiliates within the past three years, other unsecured and unsubordinated debtthan as a result of the Company, and will rank senior in rightownership of payment to any subordinated debt.the Shares.
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Subordinated DebtPLAN OF DISTRIBUTION
Except as otherwise providedThe selling shareholder, and its permitted pledgees, donees, transferees, distributees, beneficiaries or other successors in a prospectus supplement, subordinated debt securities will be unsecured and will be subordinated in right of paymentinterest, may from time to the prior payment in full oftime offer some or all of our Senior Indebtedness, as more fully described in the applicable prospectus supplement. Notwithstanding the foregoing, if a deposit is made in accordance with the termsShares by this prospectus. We will not receive any of the indentureproceeds from the sale of the Shares covered by this prospectus by the selling shareholder. The selling shareholder will act independently of us in making decisions with respect to the timing, manner and size of each sale. We will bear all fees and expenses incident to our obligation to register the Shares covered by this prospectus.
The selling shareholder may sell all or a portion of the Shares beneficially owned by it and offered hereby from time to time directly to one or more purchasers or to or through one or more underwriters, broker-dealers or agents or through a combination of any debtof these methods. If the Shares are sold through underwriters or broker-dealers, the selling shareholder will be responsible for underwriting discounts or commissions or agent’s commissions in connection with the Shares held by such selling shareholder. The Shares may be sold on any national securities (and provided all other conditions set outexchange or quotation service on which the Shares may be listed or quoted at the time of sale, in the indenture shall have been satisfied with respect to such debt securities), then, when the 90th day after such deposit has ended, no money obligations so deposited, and no proceeds thereon, will be subject to any rights of holders of Senior Indebtedness, including any rights of subordination.
Under the subordinated debt indenture, Senior Indebtedness means, without duplication, the principal, premium, if any, unpaid interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization, whether or not a claim for post-filing interest is allowed in such proceeding), fees, charges, expenses, reimbursement and indemnification obligations, and all other amounts payable underover-the-counter market or in respecttransactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at privately negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions.
The selling shareholder may use any one or more of the following indebtedness, whether any such indebtedness exists asmethods when disposing of the date of the indentureShares or is created, incurred or assumed after such date:
interests therein:
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· | in “at the market” offerings, as defined in Rule 415 under the Securities Act, at negotiated prices, at prices prevailing at the time of sale or prices related to such prevailing market prices, including sales made directly on a national securities exchange or sales made through a market maker other than on an exchange or other similar offerings through sales agents; |
· | through trading plans entered into by the selling shareholder pursuant to Rule 10b5-1 under the Exchange Act, that are in place at the time of an offering pursuant to this prospectus and |
· | through firm-commitment underwritten public offerings; |
· | a combination of any such methods of sale; or |
· | any |
Methods of Receiving Payments on the Debt Securities
Unless otherwise indicated in a prospectus supplement, the debt securities will be payable as to principal, redemption premium, if any, and interest at the office or agency of the paying agent (which may be us) or, at our option, payment of interest may be made by check mailed to the holders of the debt securities at their last addresses as they appear on the register of holders or wired if held in book-entry form.
Events of Default; Waiver
Unless we indicate otherwise in a prospectus supplement with respect to a particular series of debt securities, an “event of default,” when used in the indentures, means any of the following:
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The selling shareholder may, from time to time, pledge or grant a security interest in some or all of the Shares owned by it and, if it defaults in the performance of its secured obligations, the pledgees or secured parties may offer and sell the Shares, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of the selling shareholder to include the pledgee, transferee, or other successors in interest as the selling shareholder under this prospectus. The selling shareholder also may transfer the Shares in other circumstances, in which case the transferees, pledgees or other successors in interest will be the beneficial owners for purposes of this prospectus.
A Material Subsidiary means TriState Capital BankIn connection with the sale of Shares, or any successorinterests therein, the selling shareholder may enter into hedging transactions with broker-dealers or affiliates thereof or anyother financial institutions, which may in turn engage in short sales of our subsidiariescommon stock in the course of hedging the positions it assumes. The selling shareholder may also sell Shares short and deliver the Shares to close out its short positions, or loan or pledge the Shares to broker-dealers that is a depository institution and that has consolidated assets equal to 80%in turn may sell these securities. The selling shareholder may also enter into option or other transactions with broker-dealers or affiliates thereof or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or affiliates thereof or other financial institution of our consolidated assets.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).
In addition, the selling shareholder may enter into derivative or hedging transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. In connection with such a transaction, the third parties may sell the applicable securities covered by and pursuant to this prospectus and an applicable prospectus supplement or pricing supplement, as the case may be. If so, the third party may use securities borrowed from the selling shareholder or others to settle such sales and may use securities received from the selling shareholder to close out any related short positions. The selling shareholder may also loan or pledge securities covered by this prospectus and an applicable prospectus supplement to third parties, who may sell the loaned securities or, in an event of default occurs and continues as described in the first, second, thirdcase of a pledge, sell the pledged securities pursuant to this prospectus and the applicable prospectus supplement or sixth bullet above, eitherpricing supplement, as the trustee orcase may be.
Unless otherwise specified in connection with any particular offering of Shares, the holders of at least 25% in aggregate principal amountobligations of the debt securities ofunderwriters to purchase the Shares will be subject to certain conditions contained in an underwriting agreement that series then outstanding by written notice to us (with a copy to the trustee, if given by holders) may declareselling shareholder will enter into with the principal amountunderwriters at the time of the debt securities of that seriessale to them. The underwriters will be immediately due and immediately payable. If an event of default occurs and continues as described in the fourth or fifth bullet above, the principal amount ofobligated to purchase all of the debt securities issued underShares of the indentures shall automaticallyseries offered if any of the Shares are purchased, unless otherwise specified in connection with any particular offering of Shares. Any initial offering price and any discounts or concessions allowed, reallowed or paid to dealers may be deemed immediately due and payable.
changed from time to time.
The indenturesselling shareholder may designate agents to sell the Shares. Unless otherwise specified in connection with any particular offering of Shares, the agents will agree to use their best efforts to solicit purchases for the period of their appointment. The selling shareholder may also provide thatsell the holders ofShares to one or more remarketing firms, acting as principals for their own accounts or as agents for the selling shareholder. These firms will remarket the Shares upon purchasing them in accordance with a majority in principal amount of the debt securities of each series outstanding at the time may, on behalf of the holders of all of the debt securities of that series, waive any past default with respectredemption or repayment pursuant to the debt securities and its consequences, except a default in the payment of the principal of, premium, if any, and interest on the debt securities or a bankruptcy or insolvency-related default, or with respect to any covenant or provision that cannot be modified or amended under the terms of the indenture withoutShares. A prospectus supplement or pricing supplement, as the holdercase may be, will identify any remarketing firm and will describe the terms of its agreement, if any, with the selling shareholder and its compensation.
In connection with offerings made through underwriters or agents, the selling shareholder may enter into agreements with such underwriters or agents pursuant to which the selling shareholder receives our outstanding debt security so affected.
The holders of a majoritysecurities in principal amount ofconsideration for the debt securities of each series may direct the time, method and place of conducting any proceeding for any remedy availableShares being offered to the trusteepublic for cash. In connection with these arrangements, the underwriters or exercising any trustagents may also sell Shares covered by this prospectus to hedge their positions in these outstanding securities, including in short sale transactions. If so, the underwriters or power conferred onagents may use the trustee. However, the trustee may refuse to follow any direction that conflicts with law or the indentures or that the trustee determines in good faith may be unjustly prejudicial to the holders of the debt securities not consenting or that may involve the trustee in personal liability. In addition, the trustee may take any other action it deems proper that is not inconsistent with any such directionShares received from the holdersselling shareholder under these arrangements to close out any related open borrowings of securities.
Broker-dealers engaged by the selling shareholder may arrange for other broker-dealers to participate in sales. If the selling shareholder effects certain transactions by selling Shares to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling shareholder or commissions from purchasers of the Shares for whom they may act as agent or to whom they may sell as principal. Such commissions will be in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction will not be in excess of a majority in principal amount of the debt securities.
The trustee shall be under no obligation to exercise any of the rights or powers vested in it by the indentures at the request, order or direction of any of the holders of any debt securities or related coupons pursuant to the provisions of the indentures, unless such holders shall have offered to the trustee security or indemnity reasonably satisfactory to it against the losses, costs, expenses and liabilities which might be incurred by itcustomary brokerage commission in compliance with such request, order or direction. Except to enforceapplicable rules of the right to receive payment of principal, premium, if any, or interest, no holderFinancial Industry Regulatory Authority, Inc. (“FINRA”); and in the case of a debt security will have any right to institute any proceeding, judicialprincipal transaction, a markup or otherwise,markdown in compliance with respect to the indenture, or for the appointment of a receiver or trustee, or for any other remedy under the indenture unless:
applicable FINRA rules.
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Each indenture requiresThe aggregate proceeds to the applicable trusteeselling shareholder from the sale of the Shares offered by it will be the purchase price of the Shares less discounts or commissions, if any. The selling shareholder reserves the right to notifyaccept and, together with its agents from time to time, to reject, in whole or in part, any proposed purchase of Shares to be made directly or through agents. The selling shareholder also may resell all or a portion of the holdersShares in open market transactions in reliance upon Rule 144 under the Securities Act, rather than under this prospectus, provided that it meets the criteria and conforms to the requirements of a series regardingthat rule.
The selling shareholder and any underwriters, broker-dealers or agents that participate in the existencesale of the Shares, or interests therein, may be deemed to be “underwriters” within the meaning of Section 2(a)(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of the Shares may be underwriting discounts and commissions under the Securities Act. The selling shareholder is subject to the prospectus delivery requirements of the Securities Act.
To the extent required pursuant to Rule 424(b) under the Securities Act, the Shares to be sold, the names of the selling shareholder, the purchase price and public offering price and the net proceeds to be received by the selling shareholder from the sale, the names of any default known toagents, dealer or underwriter and the trustee, unless the default has been curedamounts of Shares underwritten or waived. In addition, except in the casepurchased by each of a default in payment of principal ofthem, if any, any applicable commissions or interest on any debt security or the payment of any sinking or purchase fund installment, the trustee may withhold notice of a default if and so long as the trustee in good faith determines that withholding the notice is in the interests of the holders of the debt securities. Furthermore, the trustee shall not provide notice of default to the holders of debt securities following our failure to duly observe or perform any of the covenants or agreements contained in the debt securities or indenture (other than certain payment obligations) unless at least 30 days after the occurrence thereof. For purposes of these requirements, a “default” means any event which is, or after notice or lapse of time or both would become, an event of default under the indentures with respect to the debt securities of such series.
We are required to deliver to the trustee, within 120 days after the end of each fiscal year, commencing with the year during which the first series of debt securities is issued under an indenture, a written statement signed by certain officers regarding our performance under the indenture throughout the year and specifying any known default in the fulfilment of any of our obligations under the indenture, together with certain additional details regarding any such known default.
Merger, Consolidation, Sale, Lease or Conveyance
Unless otherwise indicated in a prospectus supplementdiscounts with respect to a particular series of debtoffer, any delayed delivery arrangements and any securities weexchange or markets on which the Shares may be listed will not merge into or consolidate with any other corporation, or sell or convey all or substantially all of our assets to any person, firm, or corporation, unless:
In the case of any such consolidation or merger, sale or conveyance and upon any such assumption by the successor corporation, the successor corporation shall succeed to, and be substituted for, us under the applicable indenture with the same effect as if it had been an original party to such indenture.
Certain Covenants
The applicable prospectus supplement will describe any restrictive covenants applicable to any debt securities we offer for sale.
Modification of the Indenture
Unless we indicate otherwise in a prospectus supplement and except as set forth below, modification and amendment of an indenture, or entry into a supplemental indenture applicable to the debt securities, may be made only when authorized by our board of directors and with the consent of the holders of not less than a majority in principal amount of the debt securities outstanding affected by such supplemental indenture, voting together as a single class.
Notwithstanding the foregoing, no modification or amendment of an indenture as applicable to any series of debt securities may:
In addition, we and the trustee may modify or amend the indentures as applicable to the debt securities, with the consent of our board of directors but without the consent of any holder of the debt securities, for any of the following purposes:
The trustee shall not be obligated to enter into any amendment or supplemental indenture that adversely affects the trustee’s own rights, duties or immunities under the applicable indenture or otherwise.
Subject to the requirements for the holders to waive a default related to bankruptcy events, defaults related to covenants or provisions that cannot be modified without the consent of each affected holder, and the rights of any holder of a debt security to receive payment of principal of, premium, if any, on and interest on such debt securities, holders of a majority in aggregate principal amount of the debt securities voting as a single class of such series or of all debt securities, as the case may be, then outstanding may waive all defaults with respect to that series or with respect to all securities treated as a single class and rescind and annul such declaration and its consequences, but no waiver or rescission and annulment will extend to or affect any subsequent default.
Outstanding Debt Securities; Determinations of Holders’ Actions
Debt securities outstanding at any time are the debt securities authenticated and delivered by the trustee except for those cancelled by the trustee or delivered to the trustee for cancellation, those debt securities, or portions thereof, for which we have deposited in trust with the trustee or any paying agenta sufficient amount of money for the payment or redemption thereof, those debt securities that have been defeased under the indenture, and those debt securities that have been exchanged for other debt securities issued under the indenture or that have been mutilated, destroyed, lost or stolen and replaced by the trustee. A debt security does not cease to be outstanding because we or an affiliate of ours holds the debt security; provided, that in determining whether the holders of the requisite aggregate principal amount of debt securities have given or concurred in any request, demand, authorization, notice, direction, consent or waiver, debt securities owned by us, any other obligor of the debt securities or any other person directly or indirectly controlling or controlled by or under direct or indirect common control with us or any other obligor on the debt securities, will be disregarded and deemed not to be outstanding for the purpose of any such determination, except for determining whether the trustee shall be protected in relying on any such request, demand, authorization, direction, notice, consent or waiver, only debt securities which the trustee knows are so owned will be so disregarded, and debt securities that have been pledged in good faith may also be regarded as outstanding under certain circumstances.
Satisfaction and Discharge
Each indenture may be discharged and cease to be of further effect as to the applicable debt securities, when:
Legal Defeasance and Covenant Defeasance
Legal Defeasance
Under the terms of the indentures and unless otherwise provided in a supplemental indenture, we will be deemed to have paid and will be discharged from any and all obligations in respect of the debt securities after we have made the deposit referred to below and the conditions precedent and subsequent set forth below are satisfied, and the provisions of the applicable indenture will cease to be applicable with respect to the debt securities(except for, among other matters, certain rights of the holders to receive payments of principal, premium and interest when due on such debt securities from the trust fund, and our obligations to register the transfer of or exchange of the debt securities, prepare temporary debt securities, replace stolen, lost or mutilated debt securities, maintain paying agents and hold funds for payment in trust, and rights, powers, trusts, duties and immunities with respect to the trustee) if:
Covenant Defeasance
Under the terms of the indentures and unless as otherwise provided in a supplemental indenture, we will not need to comply with certain restrictive covenants, and the provisions of the applicable indenture will cease to be applicable with respect to an event of default under the debt securities other than an event of default due to our failure to pay the principal of or interest on the debt securities when due, upon:
If we exercise our option to omit compliance with certain provisions of the applicable indenture as described in the immediately preceding paragraph and the debt securities are declared due and payable because of the occurrence of an event of default that remains applicable, the amount of money and/or non-callable government securities on deposit with the trustee may not be sufficient to pay amounts due on the debt securities at the time of acceleration resulting from such event of default. In such event, we will remain liable for such payments.
Limitation on Individual Liability
No incorporator or past, present or future stockholder, officer or director of ours or any successor corporation, as such, will have any liability for any obligations, covenants or agreements of ours under the debt securities or the indentures or because of any indebtedness evidenced thereby. Each holder of a debt security, by accepting a debt security waives and releases such liability. The waiver and release are part of the consideration for the issuance of the debt securities. Such waiver may not be effective to waive liabilities under the federal securities laws.
Trustee
The accompanying prospectus supplement will specify the trustee for the particular series of debt securities to be issued under the indentures.
At all times, the trustee must beor, if appropriate, a corporation organized and doing business under the laws of the United States or any state or territory thereof or of the District of Columbia, with authority to exercise corporate trust powers, be subject to the supervision or examination by federal, state, territorial or District of Columbia authority, have at all times a combined capital and surplus of not less than $50,000,000 and not be the Company or any person directly or indirectly controlled or controlled by or under common control with the Company.
If the trustee acquires any conflicting interest, as defined in the Trust Indenture Act, with respect to the debt securities, within 90 days after the trustee has acquired a conflicting interest, which has not been cured or waived, the trustee would generally be required by the Trust Indenture Act to eliminate that conflicting interest or resign as trustee with respect to the debt securities issued under the applicable indenture. If the trustee resigns, we are required to appoint a successor trustee with respect to the affected securities promptly. The trustee and/or certain of its affiliates may provide banking, investment and other services to us.
Notices
Any notices required to be given to the holders of the debt securities will be given by mail to the addresses of the holders in the security register.
Governing Law
The indentures and the debt securities are governed by, and will be construed in accordance with, the laws of the State of New York. The indentures will be subject to the provisions of the Trust Indenture Act that are required to be part of the indentures and will, to the extent applicable, be governed by such provisions.
Book-Entry Delivery and Settlement
Global Debt Securities
We will issue any debt securities in the form of one or more global debt securities in definitive, fully registered, book-entry form. The global debt securities will be deposited with or on behalf of DTC, and registered in the name of Cede & Co., as nominee of DTC. Beneficial interests in the global debt securities will be represented through book-entry accounts of financial institutions acting on behalf of beneficial owners as direct and indirect participants in DTC. Investors may hold interests in the global debt securities through DTC.
DTC has advised us that:
We have provided the description of the operations and procedures of DTC in this prospectus solely as a matter of convenience. These operations and procedures are solely within the control of those organizations and are subject to change by them from time to time. None of us, any underwriters or any trustee takes any responsibility for these operations or procedures, and you are urged to contact DTC or their participants directly to discuss these matters.
We expect that under procedures established by DTC:
The laws of some jurisdictions may require that purchasers of securities take physical delivery of those securities in definitive form. Accordingly, the ability to transfer interests in the debt securities represented by a global debt security to those persons may be limited. In addition, because DTC can act only on behalf of its participants, who in turn act on behalf of persons who hold interests through participants, the ability of a person having an interest in debt securities represented by a global debt security to pledge or transfer those interests to persons or entities that do not participate in DTC’s system, or otherwise to take actions in respect of such interest, may be affected by the lack of a physical definitive security in respect of such interest.
So long as DTC or its nominee is the registered owner of a global debt security, DTC or that nominee will be considered the sole owner or holder of the debt securities represented by that global debt security for all purposes under the indenture and under the debt securities. Except as provided below, owners of beneficial interests in a global debt security will not be entitled to have debt securities represented by that global debt security registered in their names, will not receive or be entitled to receive physical delivery of certificated debt securities and will not be considered the owners or holders thereof under the applicable indenture or under the debt securities for any purpose, including with respect to the giving of any direction, instruction or approval to the trustee. Accordingly, each holder owning a beneficial interest in a global debt security must rely on the procedures of DTC and, if that holder is not a direct or indirect participant, on the procedures of the participant through which that holder owns its interest, to exercise any rights of a holder of debt securities under the applicable indenture or a global debt security.
Neither we nor any trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of debt securities by DTC, or for maintaining, supervising or reviewing any records of those organizations relating to the debt securities.
Payments on the debt securities represented by the global debt securities will be made to DTC or its nominee, as the case may be, as the registered owner thereof. We expect that DTC or its nominee, upon receipt of any payment on the debt securities represented by a global debt security, will credit participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the global debt security as shown in the records of DTC or its nominee. We also expect that payments by participants to owners of beneficial interests in the global debt security held through such participants will be governed by standing instructions and customary practice as is currently the case with securities held for the accounts of customers registered in the names of nominees for such customers. The participants will be responsible for those payments.
Settlement Procedures
Secondary market trading between DTC participants will occur in the ordinary way in accordance with DTC rules and will be settled in immediately available funds.
Certificated Debt Securities
Individual certificates in respect of any debt securities will not be issued in exchange for the global debt securities, except in very limited circumstances. We will issue or cause to be issued certificated debt securities to each person that DTC identifies as the beneficial owner of the debt securities represented by a global debt security upon surrender by DTC of the global debt security if:
Neither we nor any trustee will be liable for any delay by DTC, its nominee or any direct or indirect participant in identifying the beneficial owners of the debt securities. We and any trustee may conclusively rely on, and will be protected in relying on, instructions from DTC or its nominee for all purposes, including with respectpost-effective amendment to the registration statement that includes this prospectus.
The offer and delivery, and the respective principal amounts, of any certificated debt security to be issued.
DESCRIPTION OF DEPOSITARY SHARES
We may elect to offer fractional interests in shares of our preferred stock, in which case we will issue receipts for depositary shares and each depositary share will represent a fraction of a sharesale of the applicable series of our preferred stock, as set forth in the applicable prospectus supplement. The following summary of the terms of the depositary shares does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the terms of the depositary shares and our preferred stock, as well as the form of the deposit agreement, depositary receipts, our Articles of Incorporation and any amendments thereto relating to the applicable series of our preferred stock that will be filed with the SEC. Therefore, you should carefully consider the actual provisions in these documents.
General
Each owner of a depositary share will be entitled, in proportion to the applicable fractional interest in shares of our preferred stock underlying that depositary share, to all rights and preferences of our preferred stock underlying that depositary share. These rights may include dividend, voting, redemption and liquidation rights.
The shares of our preferred stock underlying the depositary shares will be deposited with a bank or trust company selected by us to act as depositary, under a deposit agreement between us, the depositary and the holders of the depositary receipts. The depositary will be the transfer agent, registrar and dividend disbursing agent for the depositary shares. The name and address of the principal executive office of the depositary will be included in the prospectus supplement relating to the issue.
The depositary shares will be evidenced by depositary receipts issued pursuant to the depositary agreement. Holders of depositary receipts agree to be bound by the deposit agreement, which will require holders to take certain actions, such as filing proof of residence and paying certain charges.
Dividends and Other Distributions
The depositary will distribute cash dividends or other cash distributions, if any, received in respect of the series of our preferred stock underlying the depositary shares to the record holders of depositary receipts in proportion to the number of depositary shares owned by those holders on the relevant record date. The relevant record date for depositary shares will be the same date as the record date for our preferred stock.
In the event of a distribution other than in cash, the depositary will distribute property received by it to the record holders of depositary receipts that are entitled to receive the distribution, unless the depositary determines that it is not feasible to make the distribution. If this occurs, the depositary, with our approval, may adopt another method for the distribution, including selling the property and distributing the net cash proceeds to the holders.
Liquidation Preference
If a series of our preferred stock underlying the depositary shares has a liquidation preference, in the event of our voluntary or involuntary liquidation, dissolution or winding-up, holders of depositary shares will be entitled to receive the fraction of the liquidation preference accorded each share of the applicable series of our preferred stock, as set forth in the applicable prospectus supplement.
Redemption
If a series of our preferred stock underlying the depositary shares is subject to redemption, the depositary shares will be redeemed from the proceeds received by the depositary resulting from the redemption, in whole or in part, of our preferred stock held by the depositary. Whenever we redeem any of our preferred stock held by the depositary, the depositary will redeem, as of the same redemption date, the number of depositary shares representing our preferred stock so redeemed. The depositary will mail the notice of redemption to the record holders of the depositary receipts promptly upon receiving the notice from us, unless otherwise provided in the applicable prospectus supplement, prior to the date fixed for redemption of our preferred stock.
After the date fixed for redemption, the depositary shares called for redemption will no longer be outstanding. When the depositary shares are no longer outstanding, all rights of the holders will terminate, except the right to receive money, securities or other property payable upon redemption.
Voting
Upon receipt of notice of any meeting at which the holders of our preferred stock are entitled to vote, the depositary will mail the information contained in the notice of meeting to the record holders of the depositary receipts underlying our preferred stock. Each record holder of those depositary receipts on the record date will be entitled to instruct the depositary as to the exercise of the voting rights pertaining to the amount of our preferred stock underlying that holder’s depositary shares. The record date for the depositary will be the same date as the record date for our preferred stock. The depositary will try, as far as practicable, to vote the shares of our preferred stock underlying the depositary shares in accordance with these instructions. We will agree to take all action that may be deemed necessary by the depositary in order to enable the depositary to vote our preferred stock in accordance with these instructions. The depositary will not vote our preferred stock to the extent that it does not receive specific instructions from the holders of depositary receipts.
Withdrawal of Preferred Stock
Owners of depositary shares will be entitled to receive, upon surrender of depositary receipts at the principal office of the depositary and payment of any unpaid amount due to the depositary, the number of whole shares of our preferred stock underlying their depositary shares.
Partial shares of our preferred stock will not be issued. Holders of our preferred stock will not be entitled to deposit the shares under the deposit agreement or to receive depositary receipts evidencing depositary shares for our preferred stock.
Amendment and Termination of the Deposit Agreement
The form of depositary receipt evidencing the depositary shares and any provision of the deposit agreement may be amended by agreement between the depositary and us. However, any amendment that materially and adversely alters the rights of the holders of depositary shares, other than fee changes, will not be effective unless the amendment has been approved by the holders of at least a majority of the outstanding depositary shares. The deposit agreement may be terminated by the depositary or us only if:
Charges of Depositary
We will pay all United States transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangement. We will also pay charges of the depositary in connection with:
Holders of depositary receipts will pay transfer, income and other taxes and governmental charges and other specified charges as provided in the deposit agreement for their accounts. If these charges have not been paid, the depositary may:
Miscellaneous
The depositary will forward to the holders of depositary receipts all reports and communications we deliver to the depositary that we are required to furnish to the holders of our preferred stock. In addition, the depositary will make available for inspection by holders of depositary receipts at the principal office of the depositary, and at such other places as it may from time to time deem advisable, any reports and communications we deliver to the depositary as the holder of our preferred stock.
Neither we nor the depositary will be liable if either we or the depositary are prevented or delayed by law or any circumstance beyond the control of either the depositary or us in performing our respective obligations under the deposit agreement. Our obligations and the depositary’s obligations will be limited to the performance in good faith of our or the depositary’s respective duties under the deposit agreement. Neither we nor the depositary will be obligated to prosecute or defend any legal proceeding in respect of any depositary shares or our preferred stock unless satisfactory indemnity is furnished. The depositary and we may rely on:
Resignation and Removal of Depositary
The depositary may resign at any time by delivering a notice to us. We may remove the depositary at any time. Any such resignation or removal will take effect upon the appointment of a successor depositary and its acceptance of such appointment. The successor depositary must be appointed within 60 days after delivery of the notice for resignation or removal. The successor depositary must be a bank and trust company having its principal office in the United States of America and having a combined capital and surplus of at least $50,000,000.
General
We may issue warrants in one or more series to purchase debt securities, common stock, preferred stock or any combination of these securities. Warrants may be issued independently or together with any underlying securities and may be attached to or separate from the underlying securities. We will issue each series of warrants under a separate warrant agreement to be entered into between us and a warrant agent. The warrant agent will act solely as our agent in connection with the warrants of such series and will not assume any obligation or relationship of agency for or on behalf of holders or beneficial owners of warrants. The following sets forth some of the general terms and provisions of the warrants. Further terms of the warrants and the applicable warrant agreement will be stated in the applicable prospectus supplement. The following description and any description of the warrants in a prospectus supplement are not complete and are subject to and qualified in their entirety by reference to the terms and provisions of the warrant agreement and related form of warrant certificate representing the warrants, which we will file with the SEC in connection with an issuance of any warrants.
The applicable prospectus supplement will describe the terms of any warrants, including the following, as may be applicable:
Warrant certificates may be exchanged for new warrant certificates of different denominations, and warrants may be exercised at the warrant agent’s corporate trust office or any other office indicated in the applicable prospectus supplement. Prior to the exercise of their warrants, holders of warrants exercisable for shares of our common stock or preferred stock will not have any rights of holders of our common stock or preferred stock purchasable upon such exercise, including any rights to vote such shares or to receive any distributions or dividends thereon.
Exercise of Warrants
A warrant will entitle the holder to purchase for cash an amount of securities at an exercise price that will be stated in, or that will be determinable as described in, the applicable prospectus supplement. Warrants may be exercised at any time prior to the close of business on the expiration date and in accordance with the procedures set forth in the applicable prospectus supplement. Upon and after the close of business on the expiration date, unexercised warrants will be void and have no further force, effect or value.
DESCRIPTION OF PURCHASE CONTRACTS AND PURCHASE UNITS
We may issue purchase contracts for the purchase or sale of common stock, preferred stock or debt securities issued by us as specified in the applicable prospectus supplement. Each purchase contract will entitle the holder thereof to purchase or sell, and obligate us to sell or purchase on specified dates, such securities at a specified purchase price, which may be based on a formula, all as set forth in the applicable prospectus supplement. We may, however, satisfy our obligations, if any, with respect to any purchase contract by delivering the cash value of such purchase contract or the cash value of the securities otherwise deliverable, as set forth in the applicable prospectus supplement. The applicable prospectus supplement will also specify the methods by which the holders may purchase or sell such securities, and any acceleration, cancellation or termination provisions or other provisions relating to the settlement of a purchase contract. The price per security and the number of securities may be fixed at the time the purchase contracts are entered into or may be determined by reference to a specific formula set forth in the applicable purchase contracts.
The purchase contracts may be issued separately or as part of units consisting of a purchase contract and debt securities, or any other securities offered under this prospectus and described in the applicable prospectus supplement or any combination of the foregoing, securing the holders’ obligations to purchase the securities under the purchase contracts, which we refer to herein as purchase units. The purchase contracts may require holders to secure their obligations under the purchase contracts in a specified manner. The purchase contracts also may require us to make periodic payments to the holders of the purchase contracts or the purchase units, as the case may be, or vice versa, and those payments may be unsecured or pre-funded on some basis.
The prospectus supplement relating to any offering of purchase contracts or purchase units will contain the specific terms of the purchase contracts or purchase units. These terms may include, without limitation, the following:
The description in the applicable prospectus supplement of any purchase contracts and purchase units we offer will not necessarily be complete and is subject to, and will be qualified in its entirety by reference to, the applicable purchase contract or unit agreement, which will be filed with the SEC in connection with any offering of such securities.
DESCRIPTION OF SUBSCRIPTION RIGHTS
We may issue subscription rights to purchase our common stock, preferred stock or debt securities. These subscription rights may be issued independently or together with any other security offered hereby and may or may not be transferable by the stockholder receiving the subscription rights in such offering. In connection with any offering of subscription rights, we may enter into a standby arrangement with one or more underwriters or other purchasers pursuant to which the underwriters or other purchasers may be required to purchase any securities that have not been subscribed for after such offering.
The applicable prospectus supplement will describe the specific terms of any offering of subscription rights for which this prospectus is being delivered, including the following:
The description in the applicable prospectus supplement of any subscription rights we offer will not necessarily be complete and is subject to, and will be qualified in its entirety by reference to, the applicable subscription rights agreement and subscription rights certificate, which will be filed with the SEC in connection with any offering of subscription rights.
We may issue units comprised of any combination of two or more of the other securitiesShares described in this prospectus and as specified inby the applicable prospectus supplement. Each unit will be issued so thatselling shareholder, the holder ofunderwriters or the unit is also the holder, with rights and obligations of a holder, of each security included in the unit. The unitsthird parties described above may be issued under unit agreements to be entered into between us and a unit agent.
The applicable prospectus supplement will specify the terms of the units, including:
The applicable prospectus supplement will describe the terms of any units. The description in the applicable prospectus supplement of any units we offer will not necessarily be complete and is subject to, and will be qualified in its entirety by reference to, the applicable unit agreement, which will be filed with the SEC in connection with any offering of units.
We may sell the securities offered under this prospectus from time to time pursuant to underwritten public offerings, negotiated transactions, block trades or a combination of these methods or through underwriters, dealers or agents or directly to one or more purchasers. The securities may be distributedeffected from time to time in one or more transactions, (or in any combination) at:
including privately negotiated transactions, either:
· | at a fixed price or prices, which may be changed; |
· | at market prices prevailing at the time of sale; |
· | at prices related to the prevailing market |
· | at negotiated prices. |
The selling shareholder may choose to sell the Shares directly. In this case, no underwriters or agents would be involved.
For each type and series of securitiesThe selling shareholder may also sell the Shares offered theby any applicable prospectus supplement will set forthin “at-the-market offerings” within the termsmeaning of the offering, including, without limitation:
We may grant underwriters options to purchase additional securities at the public offering price, with additional underwriting commissions or discounts, as applicable, set forth in the prospectus supplement. The terms of any such option will be set forth in the prospectus supplement for those securities.
Underwriters or agents may make sales in privately negotiated transactions and/or any other method permitted by law, including sales deemed to be an “at-the-market” offering as defined in Rule 415 underof the Securities Act which includes sales made directly on the Nasdaq Global Select Market, the existing trading market for our common stock, or sales madeof 1933, to or through a market maker other thanor into an existing trading market, on an exchange.exchange or otherwise.
WeThe selling shareholder may issueauthorize agents, dealers or underwriters to our existing security holders, though a dividend or similar distribution, rightssolicit certain institutional investors to purchase shares of our common stock or preferred stock, which may or may not be transferable. In any distribution of rightsShares on a delayed delivery basis pursuant to our existing security holders, if all of the underlying securities are not subscribeddelayed delivery contracts providing for we may then sell the unsubscribed securities directly to third parties or may engage the services of one or more underwriters, dealers or agents, including standby underwriters, to facilitate the distribution of the unsubscribed securities.payment and delivery on a specified future date. The applicable prospectus supplement will describeor pricing supplement, as the specific terms of any offering of our common stock or preferred stock through the issuance of rights including, if applicable, the material terms of any standby underwriting agreement or purchase agreement.
Sales Through Underwriters, Dealers or Agents; Direct Sales
If we use underwriters in any sale of securities offered under this prospectus, the underwriters will buy the securities for their own account, including through underwriting, purchase, security lending or repurchase agreements with us. The underwriters may then resell the securities in one or more transactions at a fixed public offering price or at varying prices determined at the time of sale or thereafter. Unless otherwise indicated in the prospectus supplement, the obligations of the underwriters to purchase the securities will be subject to certain conditions and the underwriters will be obligated to purchase all the securities offered if they purchase any securities. The public offering price for the securities and any discounts or concessions allowed or re-allowed or paid to dealerscase may be, changed from time to time.
If we use dealers in any sale of securities offered under this prospectus,will provide the securities will be sold to such dealers as principals. The dealers may then resell the securities to the public at varying prices to be determined by such dealers at the time of resale.
If agents are used in any sale of securities offered under this prospectus, they will use their reasonable best efforts to solicit purchases for the period of their appointment or to sell our securities on a continuing basis. If required, the prospectus supplement relating to any particular offering of securities will name any agents designated to solicit offers and will include information about any commissions they may be paid in that offering.
If securities offered under this prospectus are sold directly, no underwriters, dealers or agents would be involved.
We are not making an offer of securities in any state that does not permit such an offer. If we sell securities through dealers or agents, or directly, the termsdetails of any such salesarrangement, including the offering price and commissions payable on the solicitations.
The selling shareholder will be described in the applicable prospectus supplement.
Delayed Delivery Contracts
We may authorize underwriters, dealers or agents to solicit offers from certain institutions whereby the institution contractually agrees to purchase the securities offered under this prospectus from us on a future date at a specific price. This type of contract may be madeenter into such delayed contracts only with institutional purchasers that it approves. These institutions that we specifically approve. Such institutions couldmay include commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The underwriters, dealers or agents will not be responsible for the validity or performance of these contracts. The prospectus supplement relating to the contracts will set forth the price to be paid for offered securities pursuant to such contracts, the commission payable for solicitation of the contracts and the date or dates in the future for delivery of offered securities pursuant to the contracts.
Market Making, Stabilization and Other Transactions
Each issue of a new series of securities, other than issuances of our common stock, will not have an established trading market, except as indicated in the applicable prospectus supplement. Unless indicated in the applicable prospectus supplement, we do not expect to list the offered securities on a securities exchange, except for our common stock, which is listed on the Nasdaq Global Select Market. We can provide no assurance as to whether any of our securities will have a liquid trading market.
In order to facilitatecomply with the offeringsecurities laws of some states, if applicable, the Shares may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the Shares may not be sold unless it has been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.
The selling shareholder may have agreements with agents, underwriters, dealers and remarketing firms to indemnify them against certain civil liabilities, including liabilities under the Securities Act. Agents, underwriters, dealers and remarketing firms, and their affiliates, may engage in transactions with, or perform services for, the selling shareholder in the ordinary course of business. This includes commercial banking and investment banking transactions.
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The selling shareholder and any other person participating in a sale of the Shares registered under this prospectus will be subject to applicable provisions of the Exchange Act, and the rules and regulations thereunder, including, without limitation, to the extent applicable, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the securities offered under this prospectus,Shares by the underwritersselling shareholder and any other participating person. All of the foregoing may affect the marketability of the Shares and the ability of any person or entity to engage in market-making activities with respect to the Shares. In addition, we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling shareholder for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling shareholder may indemnify any suchbroker-dealer that participates in transactions involving the sale of the Shares against certain liabilities, including liabilities arising under the Securities Act.
In connection with any offering of common stock, the underwriters may as describedpurchase and sell shares of common stock in the prospectus supplementopen market. These transactions may include short sales, syndicate covering transactions and stabilizing transactions. Short sales involve syndicate sales of common stock in accordance with applicable law, engageexcess of the number of shares to be purchased by the underwriters in transactions that stabilize, maintain or otherwise affectthe offering, which creates a syndicate short position. “Covered” short sales are sales of shares made in an amount up to the number of shares represented by the underwriters’ over-allotment option. In determining the source of shares to close out the covered syndicate short position, the underwriters will consider, among other things, the price of the securities or any other securities the prices of which may be used to determine payments on these securities. Stabilizing transactions involve bids toshares available for purchase the underlying security in the open market for the purpose of preventing or delaying a decline inas compared to the price ofat which they may purchase shares through the securities. Syndicate covering transactionsover-allotment option. Transactions to close out the covered syndicate short involve either purchases of the securitiescommon stock in the open market after the distribution has been completed or the exercise of the over-allotment option. The underwriters may also make “naked” short sales of shares in orderexcess of the over-allotment option. The underwriters must close out any naked short position by purchasing shares of common stock in the open market. A naked short position is more likely to cover syndicate short positions.be created if the underwriters are concerned that there may be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of bids for or purchases of shares in the open market while the offering is in progress for the purpose of pegging, fixing or maintaining the price of the securities.
In connection with any offering, the underwriters may also engage in penalty bids. Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when the securities originally sold by the syndicate member are purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions. Any of these activitiesStabilizing transactions, syndicate covering transactions and penalty bids may havecause the effect of raising or maintaining the market price of our securities or preventing or delaying a decline in the market price of our securities. As a result, the market price of the securities mayto be higher than it otherwise would be in the absence of thesethe transactions. The underwriters are not required to engage inmay, if they commence these activities, and may end any of these activitiestransactions, discontinue them at any time, all as described in the applicable prospectus supplement.time.
Any person participating in the distribution of securities will be subject to applicable provisions of the Exchange Act and the rules and regulations under the Exchange Act, including Regulation M, which may limit the timing of transactions involving the securities offered under this prospectus. Furthermore, Regulation M may restrict the ability of any person engaged in the distribution of such securities to engage in market-making activities with respect to the particular securities being distributed. All of the above may affect the marketabilityThe validity of the securities offered underby this prospectus and the ability of any person or entity to engage in market-making activities with respect to such securities.
Derivative Transactions and Hedging
We, the underwriters or other agents engaged by us may engage in derivative transactions involving the securities. These derivatives may consist of short sale transactions and other hedging activities. The underwriters or agents may acquire a long or short position in the securities, hold or resell securities acquired and purchase options or futures on the securities and other derivative instruments with returns linked or related to changes in the price of the securities. In order to facilitate these derivative transactions, we may enter into security lending or repurchase agreements with the underwriters or agents. The underwriters or agents may effect the derivative transactions through sales of the securities to the public, including short sales, or by lending the securities in order to facilitate short sale transactions by others. The underwriters or agents may also use the securities purchased or borrowed from us or others (or, in the case of derivatives, securities received from us in settlement of those derivatives) to directly or indirectly settle sales of the securities or close out any related open borrowings of the securities.
General Information
We expect that any agreements we may have with underwriters, dealers and agents will include provisions indemnifying them against certain civil liabilities, including certain liabilities under the Securities Act, or providing for contribution with respect to payments that they may be required to make. An underwriter, dealer or agent, or any of their affiliates, may be a customer of, or otherwise engage in transactions with or perform services for us in the ordinary course of business.
The specific terms of any lock-up provisions with respect to any given offering will be described in the applicable prospectus supplement.
Under the securities laws of various states, the securities offered under this prospectus may be sold in those states only through registered or licensed brokers or dealers. In addition, in various states the securities offered under this prospectus may not be offered and sold unless such securities have been registered or qualified for sale in the state or an exemption from such registration or qualification is available. We are not making an offer of securities in any state that does not permit such an offer.
Unless otherwise indicated in the applicable prospectus supplement, the validity of the securities will be passed upon for us by our General Counsel, Karla Villatoro de Friedman, our General Counsel and Covington & Burling LLP, Washington, D.C. If legal matters are passed upon by counsel for the underwriters, dealers or agents, if any,Secretary. As of May 14, 2021, Ms. Villatoro de Friedman held 375 depositary shares, each representing a 1/40th ownership interest in a share of our 6.75% Fixed-to-Floating Rate Series A Non-Cumulative Perpetual Preferred Stock, no par value, 4,400 shares of Voting Common Stock as well as 36,787 restricted shares of Voting Common Stock and options to purchase 1,500 shares of Voting Common Stock granted under our equity incentive plans, and was eligible to receive additional equity awards under such counsel will be named in the prospectus supplement relating to such offering.
plans.
The consolidated financial statements of TriState Capital Holdings, Inc. as of December 31, 20182020 and 2017,2019, and for each of the years in the three-year period ended December 31, 2018,2020, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 20182020, have been incorporated by reference herein 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. The audit report covering the consolidated financial statements refers to a change in the method of accounting for recognition and measurement of credit losses as of December 31, 2020 which has been applied retroactively to January 1, 2020 due to the adoption of ASU 2016-13, Measurement of Credit Losses on Financial Instruments.
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 on the SEC’s website at www.sec.gov.
The following documents are incorporated by reference into this document:
· | our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on February 25, 2021; |
· | our Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, filed with the SEC on May 5, 2021; |
· | our Current Reports on Form 8-K filed January 15, 2021, February 23, 2021 and May 17, 2021; and |
· | the description of our common stock contained in Exhibit 4.1 to our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on February 25, 2021, including any amendments or reports filed for the purposes of updating this description. |
All reports and other documents we subsequently file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until our offering is completed will also be incorporated by reference into this prospectus and deemed to be part hereof (other than any information furnished to, rather than filed with, the SEC, unless expressly stated otherwise therein). The most recent information that we file with the SEC automatically updates and supersedes older information. The information contained in any such filing will be deemed to be a part of this prospectus commencing on the date on which the document is filed.
Any documents incorporated by reference into this prospectus are available without charge to you, upon written request on the Internet at www.tristatecapitalbank.com or upon written or oral request by contacting our Investor Relations department at TriState Capital Holdings, Inc., One Oxford Centre, 301 Grant Street, Suite 2700, Pittsburgh, PA 15219. Attention: Investor Relations, (412) 304-0304. The reference to our website is not intended to be an active link and the information on, or that can be accessed through, our website is not, and you must not consider the information to be, a part of this prospectus or any other filings we make with the SEC.
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table setsSet forth below is an estimate (except for registration fees, which are actual) of the variousapproximate amount of the types of fees and expenses listed below that were paid or are payable by us in connection with the saleissuance and distribution of the securities beingShares to be registered hereby.by this registration statement. None of the expenses listed below are to be borne by the selling shareholder named in the prospectus that forms a part of this registration statement.
Expense | Amount | |||
SEC Registration Fee | $ | 25,095.83 | ||
Accounting Fees and Expenses | $ | 15,000.00 | ||
Legal Fees and Expenses | $ | 35,000.00 | ||
Miscellaneous | — | |||
Total | $ | 75,095.83 |
Amount to be paid | ||||
SEC registration fee | $ | 32,350 | ||
Legal fees and expenses | * | |||
Accounting fees and expenses | * | |||
Printing fees | * | |||
Trustee and depositary fees and expenses | * | |||
Blue sky fees and expenses | * | |||
Rating agency fees | * | |||
Listing fees and expenses | * | |||
Miscellaneous | * | |||
Total | $ | * |
Item 15. Indemnification of DirectorsOfficers and Officers.Directors.
Sections 1741 through 1750 of Subchapter D, Chapter 17, of the Pennsylvania Business Corporation Law, contain provisions for mandatory and discretionary indemnification of a corporation’s directors, officers and other personnel, and related matters.
Under Section 1741 of the Pennsylvania Business Corporation Law, subject to certain limitations, a corporation has the power to indemnify directors and officers under certain prescribed circumstances against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with an action or proceeding, whether civil, criminal, administrative or investigative (other than derivative or corporate actions), to which any such officer or director is a party or is threatened to be made a party by reason of such officer or director being a representative of the corporation or serving at the request of the corporation as a representative of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust or other enterprise, so long as the director or officer acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal proceeding, such officer or director had no reasonable cause to believe his conduct was unlawful.
The termination of any action or proceeding by judgment, order, settlement or conviction or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that the person did not act in good faith and in a manner that he reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal proceeding, had reasonable cause to believe that his conduct was unlawful.
Section 1742 of the Pennsylvania Business Corporation Law permits indemnification in derivative and corporate actions if the director or officer acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation, except in respect of any claim, issue or matter as to which the officer or director has been adjudged to be liable to the corporation unless and only to the extent that the proper court determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the officer or director is fairly and reasonably entitled to indemnity for the expenses that the court deems proper.
Under Section 1743 of the Pennsylvania Business Corporation Law, indemnification is mandatory to the extent that the officer or director has been successful on the merits or otherwise in defense of any action or proceeding referred to in Section 1741 or 1742 of the Pennsylvania Business Corporation Law.
Section 1744 of the Pennsylvania Business Corporation Law provides that, unless ordered by a court, any indemnification under Section 1741 or 1742 of the Pennsylvania Business Corporation Law shall be made by the corporation only as authorized in the specific case upon a determination that the officer or director met the applicable standard of conduct, and such determination must be made by (i) the board of directors by a majority vote of a quorum of directors not parties to the action or proceeding, (ii) if a quorum is not obtainable, or if obtainable and a majority vote of a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the shareholders.
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Section 1745 of the Pennsylvania Business Corporation Law provides that expenses (including attorneys’ fees) incurred by a director or officer in defending any action or proceeding referred to in Subchapter D of Chapter 17 of the Pennsylvania Business Corporation Law may be paid by the corporation in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation. Except as otherwise provided in the corporation’s bylaws,by-laws, the Pennsylvania Business Corporation Law provides that advancement of expenses must be authorized by the board of directors.
Section 1746 of the Pennsylvania Business Corporation Law provides generally that the indemnification and advancement of expenses provided by Subchapter D of Chapter 17 of the Pennsylvania Business Corporation Law shall not be deemed exclusive of any other rights to which an officer or director seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding that office. In no event may indemnification be made in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.
Section 1747 of the Pennsylvania Business Corporation Law grants a corporation the power to purchase and maintain insurance on behalf of any director or officer against any liability incurred by him in his capacity as officer or director, whether or not the corporation would have the power to indemnify him against that liability under Subchapter D of Chapter 17 of the Pennsylvania Business Corporation Law.
Sections 1748 and 1749 of the Pennsylvania Business Corporation Law extend the indemnification and advancement of expenses provisions contained in Subchapter D of Chapter 17 of the Pennsylvania Business Corporation Law to successor corporations in fundamental changes and to officers and directors serving as fiduciaries of employee benefit plans.
Section 1750 of the Pennsylvania Business Corporation Law provides that the indemnification and advancement of expenses provided by, or granted pursuant to, Subchapter D of Chapter 17 of the Pennsylvania Business Corporation Law shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer shall inure to the benefit of the heirs and personal representatives of such person.
The goal of the aforementioned provisions of the Pennsylvania Business Corporation Law and those of our By-Laws, described below, is to limit the monetary liability of our officers and directors to us and to our shareholders and provide for indemnification of our officers and directors for liabilities and expenses that they may incur in such capacities.
Our By-Laws include a provision that eliminates the personal liability of our directors for monetary damages for breach of fiduciary duty as a director, to the fullest extent permitted by Pennsylvania law. Our By-Laws also provide that:
· | we must indemnify our directors to the fullest extent permitted by applicable law; and |
· | we must advance expenses, as incurred, to our directors in connection with a legal proceeding to the fullest extent permitted by applicable law, subject to very limited exceptions. |
Our By-Laws also provide that that we will be the indemnitor of “first resort” with respect to any claims against our directors for indemnification that are indemnifiable by both us and any other parties. 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 other parties.
We have obtained directors’ and officers’ insurance for our directors, officers and some employees for specified liabilities. Our ability to provide indemnification to our directors and officers is limited by federal banking laws and regulations, including, but not limited to, 12 U.S.C. 1828(k).
Item 16. Exhibits.
* Filed herewith.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
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(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however, that the undertakings set forth in paragraphs (1)(i), (1)(ii) and (1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are incorporated by reference in this registration statement or isare contained in a form of prospectus filed pursuant to Rule 424(b) that is part of thethis registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fideoffering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initialbona fideoffering thereof.
Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: Thesecurities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Anyany preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Anyany free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by suchthe undersigned registrant;
(iii) Thethe portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) Anyany other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
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(6) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(7) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the U.S. Securities and Exchange CommissionSEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
(8) To file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the SEC under Section 305(b)(2) of the Trust Indenture Act.
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pittsburgh, StateCommonwealth of Pennsylvania, on December 26, 2019.
May 17, 2021.
TRISTATE CAPITAL HOLDINGS, INC. | ||
By: | /s/ James F. Getz | |
Name: | James F. Getz | |
Title: | Chairman, President and Chief Executive Officer |
POWER OF ATTORNEY
Each of the undersigned officers and directors of TriState Capital Holdings, Inc. hereby constitutes and appoints James F. Getz, David J. Demas and Karla Villatoro de Friedman, and each of them, as his or her true and lawful attorney-in-fact and agent for and in his or her name, place and stead and on his or her behalf, and in any and all capacities, to execute any and all amendments (including post-effective amendments) to the within registration statement (as well as any registration statement for the same offering covered by this registration statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933), and to file the same, together with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission and such other agencies, offices and persons as may be required by applicable law, granting unto each said attorney-in-fact and agent, each acting alone, full power and authority to do and perform each and every act and thing which said attorney-in-fact and agent may deem necessary or advisable to be done or performed in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and confirming all that each said attorney-in-fact and agent, each acting alone, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
Chairman, President, Chief Executive Officer and Director | ||||
James F. Getz | (Principal Executive Officer) | |||
Chief Financial Officer | ||||
David J. Demas | (Principal Financial Officer and Principal Accounting Officer) | |||
Director | ||||
David | ||||
* | Director | |||
Anthony J. Buzzelli |
Signature | Title | Date | ||
* | Director | |||
Helen Hanna Casey | ||||
* | Director | |||
E.H. (Gene) Dewhurst | ||||
Director | ||||
James J. Dolan | ||||
Director | ||||
Christopher M. Doody | ||||
* | Director | May 17, 2021 | ||
Audrey P. Dunning | ||||
* | Director | May 17, 2021 | ||
Brian S. Fetterolf | ||||
Director | ||||
* | Director | |||
Kim A. Ruth | ||||
A. William Schenck III | ||||
Director | ||||
John B. Yasinsky |
* By: | Karla Villatoro de Friedman | |
Attorney-in-Fact |