TRISTATE CAPITAL HOLDINGS, INC. : entering into a material definitive agreement, creating a direct financial obligation or an obligation under an off-balance sheet arrangement of a registrant, financial statements and exhibits (Form 8-K)

Item 1.01 Conclusion of a Material Definitive Agreement.

At December 15, 2021, TriState Capital Holdings, Inc. (the “Company”) issued a fixed to variable rate unsecured note (the “Note”) to Raymond James Financial, Inc. (“Raymond James”) in the amount of $ 125 million. The Note, which expires on
December 15, 2024, bears interest at the fixed annual rate of 2.25% from the date of issue until December 15, 2022, and thereafter until maturity at a variable annual rate, reset quarterly, equal to the three-month Guaranteed Overnight Funding Rate (SOFR) then in effect (provided, however, that in the event that the SOFR at three months is less than zero, SOFR will be deemed to be zero plus 2.11%. The ticket is not refundable before December 15, 2022. On and after
December 15, 2022, the note is redeemable on any date of interest payment at 100% of its principal, plus accrued and unpaid interest until the redemption date.

The ticket contains usual restrictive covenants, positive and negative. Covenants include the timely delivery of quarterly and annual financial statements and the continued existence of the business. Negative covenants include limitations on dividends and distributions at any time when the Company or its banking subsidiary is not “well capitalized”, as well as mergers and sales of substantially all assets.

The note includes customary events of default, including events of default relating to non-payment of principal or interest when due, breach of covenants, cross-default on other debts principal of which is due at least $ 25 million and certain bankruptcy or insolvency events, in each case subject to customary notice provisions.

At 20 October 2021, the Company has entered into an agreement and merger plan pursuant to which Raymond James will acquire the Company.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information presented in section 1.01 of this current report on Form 8-K is incorporated by reference herein.

Article 9.01. Financial statements and supporting documents.

(d) Exhibitions.

Exhibit No.  Description
1.1    Unsecured Fixed-to-Floating Rate Note     due December 15, 2024    .

104 Interactive cover page data file (integrated into the online XBRL document).

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