Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
29 Maggio 2020 - 11:17PM
Edgar (US Regulatory)
Filed
Pursuant to Rule 433
Registration
Statement No. 333-235713
TriState Capital Holdings, Inc.
$37,500,000
5.75% Fixed-to-Floating Rate Subordinated
Notes due 2030
Term Sheet
Issuer:
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TriState Capital Holdings, Inc., a Pennsylvania corporation (the “Company”)
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Securities Offered:
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5.75% Fixed-to-Floating Rate Subordinated Notes due 2030 (the “Offered
Notes”)
The Offered Notes are being offered as additional notes under the
indenture (the “Base Indenture”), dated as of May 11, 2020, and First Supplemental Indenture, dated as of May 11, 2020,
pursuant to which we previously issued $60 million aggregate principal amount of 5.75% Fixed-to-Floating Rate Subordinated Notes
due 2030 (the “Original Notes” and, together with the Offered Notes, the “Notes”). The Base Indenture will
be supplemented by a second supplemental indenture to be dated as of the date of issuance of the Offered Notes. The Offered Notes
constitute a further issuance of, and will be fungible with, the Original Notes and form a single class of debt securities with
the Original Notes. Immediately after giving effect to the issuance of the Offered Notes, we will have $97.5 million aggregate
principal amount of our Notes.
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Aggregate Principal Amount:
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$37.5 million; the Offered Notes constitute a further issuance of, and will be consolidated with and form a single series with, the $60 million aggregate principal amount of the Original Notes.
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Rating:
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Kroll Bond Rating Agency: BBB
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A rating reflects only the view of a rating agency, and it is not a recommendation to buy, sell or hold the Notes. Any rating can be revised upward or downward or withdrawn at any time by a rating agency if such rating agency decides that circumstances warrant that change. Each rating should be evaluated independently of any other rating.
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Trade Date:
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May 29, 2020
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Settlement Date:
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June 3, 2020 (T + 3)
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Final Maturity (if not previously
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redeemed):
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May 15, 2030
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Interest Rate:
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From and including the original issue date to, but excluding, May 15, 2025, a fixed per annum rate of 5.75%, payable semi-annually in arrears.
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From and including May 15, 2025, through, but excluding, the maturity date or the date of earlier redemption, a floating per annum rate equal to Three-Month LIBOR (as defined in the prospectus supplement under “Description of the Notes—Interest Rate and Interest Payment Dates”), plus 536 basis points for each quarterly interest period during the floating rate period, payable quarterly in arrears.
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Issue Price to Investors:
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100%
In addition, purchasers of the Offered Notes will pay accrued interest
from May 11, 2020 to, but excluding, the date of issuance, which will be $3.51 per $1,000 of principal amount of the Offered Notes.
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Accrued Interest from May 11, 2020:
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$131,771
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Interest Payment Dates:
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Interest on the Notes will be payable on May 15 and November 15
of each year through and including May 15, 2025, and thereafter on February 15, May 15, August 15, November 15 of each year to
the maturity date or earlier redemption. The first interest payment will be made on November 15, 2020.
The initial interest payment on November 15, 2020 to holders of
record of the Offered Notes on October 31, 2020 will be the same per Note as the interest paid on such date with respect to the
Original Notes.
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Day Count Convention:
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30/360 to but excluding May 15, 2025, and, thereafter, a 360-day year and the number of days actually elapsed.
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Optional Redemption:
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The Company may, at its option, beginning with the Interest Payment Date of August 15, 2025 and on any scheduled Interest Payment Date thereafter, redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest to, but excluding, the date of redemption.
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Special Event Redemption:
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The Notes may not be redeemed prior to August 15, 2025, except that the Company may redeem the Notes at any time, at its option, in whole but not in part, subject to obtaining any required regulatory approvals, if (i) a change or prospective change in law occurs that could prevent the Company from deducting interest payable on the Notes for U.S. federal income tax purposes, (ii) a subsequent event occurs that precludes the Notes from being recognized as Tier 2 capital for regulatory capital purposes, or (iii) the Company is required to register as an investment company under the Investment Company Act of 1940, as amended, in each case, at a redemption price equal to 100% of the principal amount of the Notes plus any accrued and unpaid interest through, but excluding, the redemption date. For more information, see “Description of the Notes—Optional Redemption and Redemption Upon Special Events” in the preliminary prospectus supplement dated May 28, 2020.
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Denomination:
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$1,000 denominations and integral multiples of $1,000.
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Listing and Trading Markets:
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The Company does not intend to list the Notes on any securities exchange or to have the Notes quoted on a quotation system. Currently there is no public market for the Notes and there can be no assurances that any active market for the Notes will develop.
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Underwriting Discount:
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1.5% of the principal amount
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Proceeds to the Company (including accrued interest, after deducting underwriting discount, but before expenses):
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$37,069,271
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Use of Proceeds:
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The Company expects to use the net proceeds from the sale of the Notes for general corporate purposes, which may include working capital, repurchasing shares of its common stock, providing capital to support the organic growth of TriState Capital Bank or funding the opportunistic acquisition of similar or complementary financial service organizations and may use certain of the net proceeds to repay outstanding indebtedness.
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CUSIP / ISIN:
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89678F AA8 / US89678FAA84
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Joint Book Running Managers:
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Stephens Inc., PNC Capital Markets LLC and Raymond James & Associates, Inc.
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Conflicts of Interest:
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An affiliate of PNC Capital Markets LLC is a lender under the Company’s
line of credit with Texas Capital Bank. As disclosed in “Use of Proceeds” in the preliminary prospectus supplement
dated May 28, 2020, the Company may use the proceeds of this offering to repay this line of credit, in which case the affiliate
of PNC Capital Markets LLC may receive in excess of 5% of the net proceeds of this offering. Consequently, PNC Capital Markets
LLC is deemed to have a conflict of interest within the meaning of Financial Industry Regulatory Authority, Inc. (“FINRA”)
Rule 5121. This offering will therefore be conducted in compliance with the applicable provisions of FINRA Rule 5121. PNC Capital
Markets LLC will not confirm any sales to any account over which it exercises discretionary authority without the specific written
approval of the transaction from the account holders. Pursuant to FINRA Rule 5121(a)(1)(C), the appointment of a “qualified
independent underwriter” is not required in connection with this offering as the Notes will be investment grade-rated by
one or more nationally recognized statistical rating agencies.
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The Company has filed a shelf registration
statement (File No. 333-235713) (including a base prospectus) and a related preliminary prospectus supplement dated May 28, 2020
(the “Preliminary Prospectus Supplement”) with the U.S. Securities and Exchange Commission (the “SEC”)
for the offering to which this communication relates. Before you invest, you should read the prospectus in such registration statement,
the related preliminary prospectus supplement and any other documents that the Company has filed with the SEC for more information
about the Company and the offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively,
the Company, the underwriter or any dealer participating in the offering will arrange to send you the prospectus and the related
preliminary prospectus supplement if you request it by calling Stephens Inc. toll-free at (800) 643-9691.
We expect that delivery of the Notes will be
made against payment therefor on or about the third business day following the date of pricing of the Notes (this settlement cycle
being referred to as “T+3”). Accordingly, purchasers who wish to trade the Notes on the date of pricing or the next
business day will be required, by virtue of the fact that the Notes initially will settle in T+3, to specify an alternate settlement
cycle at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade their Notes on the
date of pricing or the next business day should consult their own advisor.
Capitalized terms used but not defined in this
Term Sheet have the meanings given to them in the Preliminary Prospectus Supplement. This Term Sheet is qualified in its entirety
by reference to the Preliminary Prospectus Supplement. The information in this Term Sheet supplements the Preliminary Prospectus
Supplement and supersedes the information in the Preliminary Prospectus Supplement to the extent it is inconsistent with the information
in the Preliminary Prospectus Supplement. Other information (including other financial information) presented in the Preliminary
Prospectus Supplement is deemed to have changed to the extent affected by the information contained herein.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR
BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY
GENERATED AS A RESULT OF THIS.
Grafico Azioni TriState Capital (NASDAQ:TSCBP)
Storico
Da Set 2024 a Ott 2024
Grafico Azioni TriState Capital (NASDAQ:TSCBP)
Storico
Da Ott 2023 a Ott 2024
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