Item 2.01 Completion of Acquisition or Disposition of Assets.
On
Pursuant to the terms set forth in the Merger Agreement, at the effective time of the First Merger (the "First Effective Time"):
• Each share of the common stock, no par value, of TriState Capital (the "TSC Common Stock") issued and outstanding immediately prior to the First Effective Time, including each outstanding unvested restricted stock award (each, a "TSC Restricted Share") then held by a non-employee director of the Board of Directors of TriState Capital (each, a "Director Restricted Share"), and except for certain shares of TSC Common Stock held byRaymond James or TriState Capital, was converted into the right to receive (i)$6.00 in cash (the "Cash Consideration") and (ii) 0.25 shares (the "Exchange Ratio"; and such shares, the "Stock Consideration") of the common stock, par value$0.01 per share, ofRaymond James (the "RJF Common Stock"), plus, if applicable, cash in lieu of fractional shares of RJF Common Stock. • Each share of 6.75% Fixed-to-Floating Rate Series A Non-Cumulative Perpetual Preferred Stock, no par value, of TriState Capital ("TSC Series A Preferred Stock") issued and outstanding immediately prior to the First Effective Time was converted into the right to receive a share of a newly created series of preferred stock ofRaymond James , par value$0.10 per share ("RJF Preferred Stock"), having powers, preferences and special rights that are not materially less favorable than those of the TSC Series A Preferred Stock (designated asRaymond James's 6.75% Fixed-to-Floating Rate Series A Non-Cumulative Perpetual Preferred Stock and referred to herein as "RJF Series A Preferred Stock"). • Each share of 6.375% Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred Stock, no par value, of TriState Capital ("TSC Series B Preferred Stock") issued and outstanding immediately prior to the First Effective Time was converted into the right to receive a share of a newly created series of RJF Preferred Stock, having powers, preferences and special rights that are not materially less favorable than those of the TSC Series B Preferred Stock (designated asRaymond James's 6.375% Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred Stock and referred to herein as "RJF Series B Preferred Stock"). • Each share of Series C Perpetual Non-Cumulative Convertible Non-Voting Preferred Stock, no par value, of TriState Capital ("TSC Series C Preferred Stock") issued and outstanding immediately prior to the First Effective Time was converted into the right to receive$30.00 in cash multiplied by the number of shares of non-voting common stock, no par value, of TriState Capital such share of TSC Series C Preferred Stock was convertible into pursuant to the terms of the certificate of designations with respect to the TSC Series C Preferred Stock. • Those certain warrants to purchase 922,438 shares of TSC Common Stock (the "Warrants") were automatically converted into the right to receive a cash payment equal to the product of (i) the number of shares of TSC Common Stock subject to such Warrants, multiplied by (ii)$30.00 minus the applicable exercise price per share of TSC Common Stock subject to such Warrants.
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• Each outstanding option to purchase shares of TSC Common Stock (each, a
"TSC Option") was converted into the right to receive a cash payment equal to the product (rounded down to the nearest whole number) of the number of shares of TSC Common Stock subject to such TSC Option immediately prior to the First Effective Time and (i) (A) the amount of the Cash Consideration, plus (B) the Exchange Ratio multiplied by the . . .
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
In connection with the Mergers, on
The supplemental indenture pursuant to which
Item 3.03 Material Modifications to Rights of Security Holders
In connection with the consummation of the Mergers,
The description of the new RJF Preferred Stock under the section of the proxy
statement/prospectus filed by
At the First Effective Time,
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the depositary receipts described therein (as amended, the "Deposit
Agreements"). Pursuant to the Deposit Agreements,
The foregoing descriptions of the terms of the RJF Preferred Stock and the
Depositary Shares is qualified in its entirety by reference to the full text of
the articles of amendment, which were filed as Exhibits 3.3 and 3.4 to
The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
Information set forth under Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On
On
The information in this Item 7.01 of this Current Report on Form 8-K, including
Exhibits 99.1 and 99.2 hereto, is being "furnished" and shall not be deemed to
be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liabilities of that section, nor shall it
be deemed incorporated by reference into any filing of
Item 9.01. Financial Statements and Exhibits
(a) Financial statements of business acquired
The financial statements of TriState Capital required by Item 9.01(a) of Form 8-K will be filed by amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this Current Report on Form 8-K was required to be filed.
(b) Pro forma financial information
The pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date this Current Report on Form 8-K was required to be filed.
(d) Exhibits. The following are filed as exhibits to this report:
Exhibit No. Description 2.1 Agreement and Plan of Merger, datedOctober 20, 2021 , amongRaymond James Financial, Inc. ,Macaroon One LLC ,Macaroon Two LLC and TriState Capital Holdings, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K ofRaymond James Financial, Inc. , filed with theSecurities and Exchange Commission onOctober 26, 2021 ) 3.1 Amended and Restated Articles of Incorporation ofRaymond James Financial, Inc. as filed with the Secretary ofState of Florida onFebruary 28, 2022 (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q ofRaymond James Financial, Inc. , filed with theSecurities and Exchange Commission onMay 9, 2022 ) 3.2 Amended and Restated By-Laws ofRaymond James Financial, Inc. , reflecting amendments adopted by the Board of Directors onDecember 2, 2020 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K ofRaymond James Financial, Inc. , filed with theSecurities and Exchange Commission onDecember 8, 2020 ) 3.3 Articles of Amendment to the Amended and Restated Articles of Incorporation ofRaymond James Financial, Inc. relating to theRaymond James Financial, Inc. 6.75% Fixed-to-Floating Rate Series A Non-Cumulative Perpetual Preferred Stock,$0.10 par value per share (incorporated by reference to Exhibit 3.3 to the Registration Statement on Form 8-A ofRaymond James Financial, Inc. , filed with theSecurities and Exchange Commission onMay 31, 2022 ) 3.4 Articles of Amendment to the Amended and Restated Articles of Incorporation ofRaymond James Financial, Inc. relating to theRaymond James Financial, Inc. 6.375% Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred Stock,$0.10 par value per share (incorporated by reference to Exhibit 3.4 to the Registration Statement on Form 8-A ofRaymond James Financial, Inc. , filed with theSecurities and Exchange Commission onMay 31, 2022 ) 4.1 Deposit Agreement among TriState Capital Holdings, Inc.,Computershare Inc. ,Computershare Trust Company, N.A. and the holders from time to time of the depositary receipts described therein relating to 6.75% Fixed-to-Floating Rate Series A Non-Cumulative Perpetual Preferred Stock (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form 8-A ofRaymond James Financial, Inc. , filed with theSecurities and Exchange Commission onMay 31, 2022 ) 4.2 Form of First Amendment to Deposit Agreement amongRaymond James Financial, Inc. , TriState Capital Holdings, Inc.,Computershare Inc. ,Computershare Trust Company, N.A. and the holders from time to time of the depositary receipts described therein relating to 6.75% Fixed-to-Floating Rate Series A Non-Cumulative Perpetual Preferred Stock (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form 8-A ofRaymond James Financial, Inc. , filed with theSecurities and Exchange Commission onMay 31, 2022 )
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4.3 Deposit Agreement among TriState Capital Holdings, Inc., Computershare Inc.,Computershare Trust Company, N.A. and the holders from time to time of the depositary receipts described therein relating to 6.375% Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred Stock (incorporated by reference to Exhibit 4.3 the Registration Statement on Form 8-A ofRaymond James Financial, Inc. , filed with theSecurities and Exchange Commission onMay 31, 2022 ) 4.4 Form of First Amendment to Deposit Agreement amongRaymond James Financial, Inc. , TriState Capital Holdings, Inc.,Computershare Inc. ,Computershare Trust Company, N.A. and the holders from time to time of the depositary receipts described therein relating to 6.375% Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred Stock (incorporated by reference to Exhibit 4.4 to the Registration Statement on Form 8-A ofRaymond James Financial, Inc. , filed with theSecurities and Exchange Commission onMay 31, 2022 ) 4.5 Form of Depositary Receipt-Series A (included as part of Exhibit 4.2) 4.6 Form of Depositary Receipt-Series B (included as part of Exhibit 4.4) 99.1 Press Release, datedJune 1, 2022 , related to the closing of the Mergers 99.2 Press Release, datedJune 1, 2022 , related to the declaration of quarterly dividends 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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