Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
In connection with the previously announced transaction contemplated by (a) that
certain Agreement and Plan of Merger, dated October 20, 2021 (the "Merger
Agreement"), among Raymond James Financial, Inc., Macaroon One LLC ("Merger Sub
1"), Macaroon Two LLC and TriState Capital Holdings, Inc. (the "Company") and
(b) that certain Support Agreement, dated October 20, 2021 (the "Stone Point
Support Agreement"), among Raymond James Financial, Inc., Merger Sub 1, the
Company and T-VIII Pubopps LP ("Stone Point"), on December 13, 2021 and as
contemplated by the Merger Agreement and the Stone Point Support Agreement, the
Company filed with the Pennsylvania Department of State Articles of Amendment
(the "Amendment") to the Company's Certificate of Designation (the "Certificate
of Designation") of the Series C Perpetual Non-Cumulative Convertible Non-Voting
Preferred Stock ("Series C Preferred Stock") to provide that, in connection with
and subject to the merger of Merger Sub 1 with and into the Company pursuant to
the Merger Agreement (the "Merger"), each share of Series C Preferred Stock
issued and outstanding immediately prior to the effective time of the Merger be
automatically converted into the right to receive $30.00 in cash multiplied by
the number of Non-Voting Common Stock of the Company such share of Series C
Preferred Stock would be convertible into pursuant to the terms of the
Certificate of Designation.
Pursuant to the terms of the Amendment, upon such conversion, each share of the
Series C Preferred Stock will no longer be outstanding and will automatically be
canceled and cease to exist as of the effective time of the Merger.
The foregoing description of the Amendment does not purport to be complete and
is qualified in its entirety by reference to the full text of the Amendment, a
copy of which is included as Exhibit 3.1 to this Current Report on Form 8-K and
incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
3.1 Articles of Amendment of TriState Capital Holdings, Inc., dated as of
December 13, 2021 .
104 Cover Page Interactive Data File (embedded within the Inline XBRL
Document).
2
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
TRISTATE CAPITAL HOLDINGS, INC. 
