Item 8.01 Other Events
On October 20, 2021, Raymond James Financial, Inc. (NYSE: RJF), a Florida
corporation (the "Company"), and TriState Capital Holdings, Inc. (NASDAQ: TSC),
a Pennsylvania corporation ("TriState Capital"), issued a joint press release
announcing that they had entered into a definitive agreement under which the
Company will acquire TriState Capital in a combination cash and stock
transaction. A copy of the press release is attached to this Current Report on
Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
In addition, the Company and TriState Capital provided supplemental information
regarding the proposed transaction in connection with presentations to analysts
and investors. A copy of the investor presentation is attached to this Current
Report on Form 8-K as Exhibit 99.2 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following are filed as exhibits to this report:
Exhibit No. Description
99.1 Joint Press Release, dated October 20, 2021, issued by Raymond James
Financial, Inc. and TriState Capital Holdings, Inc.
99.2 Investor Presentation of Raymond James Financial, Inc. and TriState Capital
Holdings, Inc., dated October 20, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
Forward-Looking Statements
Statements included in this communication, which are not historical in nature
are intended to be, and are hereby identified as, forward-looking statements for
purposes of the safe harbor provided by Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934. These statements
include, but are not limited to, statements about the benefits of the proposed
acquisition of TriState Capital Holdings by Raymond James Financial, including
future financial and operating results (including the anticipated effect of the
transaction on Raymond James Financial's and TriState Capital Holdings'
respective earnings), statements related to the expected timing of the
completion of the transaction, Raymond James Financial's plans post-transaction,
objectives, expectations and intentions, and other statements that are not
historical facts. Forward-looking statements may be identified by terminology
such as "may," "will," "should," "scheduled," "plans," "intends," "anticipates,"
"expects," "believes," "estimates," "potential," or "continue" or negatives of
such terms or other comparable terminology. All forward-looking statements are
subject to risks, uncertainties and other factors that may cause the actual
results, performance or achievements of Raymond James Financial or TriState
Capital Holdings to differ materially from any results expressed or implied by
such forward-looking statements. Such factors include, among others: (1) the
risk that the cost savings and any revenue synergies from the transaction may
not be fully realized or may take longer than anticipated to be realized; (2)
disruption to the parties' businesses as a result of the announcement and
pendency of the transaction; (3) the occurrence of any event, change or other
circumstances that could give rise to the termination of the transaction
agreement; (4) the risk that the integration of each party's operations will be
materially delayed or will be more costly or difficult than expected or that the
parties are otherwise unable to successfully integrate each party's businesses
into the other's businesses; (5) the failure to obtain the necessary approvals
by the shareholders of TriState Capital Holdings; (6) the amount of the costs,
fees, expenses and charges related to the transaction; (7) the ability by each
of Raymond James Financial and TriState Capital Holdings to obtain required
governmental approvals of the transaction (and the risk that such approvals may
result in the imposition of conditions that could adversely affect the combined
company or the expected benefits of the transaction); (8) reputational risk and
the reaction of each company's customers, suppliers, employees or other business
partners to the transaction; (9) the failure of the closing conditions in the
transaction agreement to be satisfied, or any unexpected delay in closing the
transaction; (10) the possibility that the transaction may be more expensive to
complete than anticipated, including as a result of unexpected factors or
events; (11) the dilution caused by Raymond James Financial's issuance of
additional shares of its common stock in the transaction; (12) general
competitive, economic, political and market conditions, and (13) other factors
that may affect future results of TriState Capital Holdings and Raymond James
Financial including changes in asset quality and credit risk; the inability to
sustain revenue and earnings growth; changes in interest rates and capital
markets; inflation; customer borrowing, repayment, investment and deposit
practices; the impact, extent and timing of technological changes; capital
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management activities; and other actions of the Board of Governors of the
Federal Reserve System and the Federal Deposit Insurance Corporation and
legislative and regulatory actions and reforms. Additional factors which could
affect future results of Raymond James Financial and TriState Capital Holdings
can be found in Raymond James Financial's Annual Report on Form 10-K, Quarterly
Reports on Form 10-Q, and Current Reports on Form 8-K, and TriState Capital
Holdings' Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and
Current Reports on Form 8-K, in each case filed with the SEC and available on
the SEC's website at http://www.sec.gov. Raymond James Financial and TriState
Capital Holdings disclaim any obligation and do not intend to update or revise
any forward-looking statements contained in this communication, which speak only
as of the date hereof, whether as a result of new information, future events or
otherwise, except as required by federal securities laws. As forward-looking
statements involve significant risks and uncertainties, caution should be
exercised against placing undue reliance on such statements.
Important Information About the Transaction and Where to Find It
Raymond James Financial intends to file a registration statement on Form S-4
with the SEC to register the shares of Raymond James Financial's common stock
and preferred stock that will be issued to TriState Capital Holdings'
shareholders in connection with the transaction. The registration statement will
include a proxy statement of TriState Capital Holdings that also constitutes a
prospectus of Raymond James Financial. The definitive proxy statement/prospectus
will be sent to the shareholders of TriState Capital Holdings in connection with
the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS WHEN THEY BECOME AVAILABLE
(AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION
OR INCORPORATED BY REFERENCE INTO THE PROXY STATEMENT/PROSPECTUS) BECAUSE SUCH
DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION REGARDING THE PROPOSED TRANSACTION
AND RELATED MATTERS. Investors and security holders may obtain free copies of
these documents and other documents filed with the SEC by Raymond James
Financial or TriState Capital Holdings through the website maintained by the SEC
at http://www.sec.gov or by contacting the investor relations department of
Raymond James Financial or TriState Capital Holdings at:
Raymond James Financial TriState Capital Holdings
880 Carillon Parkway 301 Grant Street, Suite 2700
Saint Petersburg, FL 33716 Pittsburgh, PA 15219
Attention: Investor Relations Attention: Investor Relations
Before making any voting or investment decision, investors and security holders
of Raymond James Financial and TriState Capital Holdings are urged to read
carefully the entire registration statement and proxy statement/prospectus when
they become available, including any amendments thereto, because they will
contain important information about the proposed transaction. Free copies of
these documents may be obtained as described above.
Participants in the Solicitation
Raymond James Financial, TriState Capital Holdings, and certain of their
respective directors and executive officers may be deemed participants in the
solicitation of proxies in respect of the proposed transaction. Information
about the directors and executive officers of Raymond James Financial can be
found in Raymond James Financial's definitive proxy statement in connection with
its 2021 annual meeting of shareholders, as filed with the SEC on January 8,
2021, and other documents subsequently filed by Raymond James Financial with the
SEC. Information about the directors and executive officers of TriState Capital
Holdings can be found in TriState Capital Holdings' definitive proxy statement
in connection with its 2021 annual meeting of shareholders, as filed with the
SEC on April 7, 2021, and other documents subsequently filed by TriState Capital
Holdings with the SEC. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect interests, by
security holdings or otherwise, will be contained in the proxy
statement/prospectus and other relevant materials to be filed with the SEC
regarding the transaction when they become available.
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