Raymond James Financial, Inc. (NYSE:RJF) entered into an agreement to acquire TriState Capital Holdings, Inc. (NasdaqGS:TSC) from Stone Point Capital LLC and others for approximately $980 million on October 20, 2021. Under the terms of the agreement, TriState Capital common stockholders will receive $6 cash and 0.25 Raymond James shares for each share of TriState Capital common stock. TriState's restricted stock units will be converted into equivalent shares of Raymond James Financial's restricted stock. TriState Capital Series C Perpetual Non-Cumulative Convertible Non-Voting Preferred Stock will be converted to common shares at the prescribed exchange ratio and cashed out at $30 per share. The TriState Capital Series A Non-Cumulative Perpetual Preferred Stock and Series B Non-Cumulative Perpetual Preferred Stock will remain outstanding and be converted into equivalent Preferred Stock of Raymond James. Raymond James will utilize its cash on hand to fund the cash component of the acquisition. TriState will retain its name and will continue operating as a separately branded firm and as a stand-alone division and independently chartered bank subsidiary of Raymond James. In case of termination of the agreement, TriState Capital would pay termination fee of $41.9 million to Raymond James. Following closing, TriState will operate as a separately branded firm and as a stand-alone division and independently chartered bank subsidiary of Raymond James. TriState Capital will retain its executive team with Jim Getz remaining Chairman, Brian Fetterolf remaining TriState Capital Bank's Chief Executive Officer and Tim Riddle remaining Chartwell's Chief Executive Officer. Management and approximately 350 associates are expected to remain with the firm in its existing office locations to support TriState Capital's continued growth and high service levels.

The acquisition is subject to customary closing conditions, including regulatory approvals, and all statutory waiting periods in respect thereof having expired or been terminated, receipt by each party of an opinion from its specified counsel to the effect that the mergers, taken together, will qualify as a “reorganization” within the meaning of Section 368(a) of the Code, S-4 shall have been declared effective under the Securities Act, listing of new shares on the NYSE and approval by TriState Capital shareholders. Special meeting of shareholders of First Trust Enhanced Equity Income Fund that will occur during first quarter of 2022 and would take effect upon such shareholder approval or closing of transaction, whichever may occur later. The merger agreement was unanimously adopted and approved by the Board of Directors of Raymond James and TriState Capital. TriState Capital Board recommends that its shareholders approve the agreement. TriState Board unanimously recommends that holders of TriState Capital common stock vote for the merger. The special meeting of holders of common stock of TriState Capital will be held on February 28, 2022. The registration statement on Form S-4, as amended, was declared effective by the SEC on January 25, 2022. On February 28, 2022, the shareholders of TriState Capital approved the transaction. As of March 24, 2022, The Pennsylvania Department of Banking and Securities has approved the transaction. As of April 30, 2022, Raymond received approval to complete the transaction from the Board of Governors of the Federal Reserve System, the Pennsylvania Department of Banking and Securities, and the Financial Industry Regulatory Authority (“FINRA”). The transaction is expected to close in 2022. As of February 8, 2022, the transaction is expected to close later in fiscal 2022. As of April 27, 2022, the transaction is expected to close by the end of the second quarter of 2022. As of May 9, 2022, Raymond currently expects the transaction to close in its fiscal third quarter of 2022. The transaction is expected to be accretive to diluted earnings per share in the first full year post closing with over 8% accretion in diluted earnings per share after the third year.

Paul Theiss, Reb Wheeler, David Schuette, Adam Kanter, Marlon Paz, Jeff Taft, Jason Bazar, Karen Kim, Kim Leffert, Ryan Liebl and Vivek Mohan of Mayer Brown LLP acted as legal advisors and Frank S. Sorrentino IV of Stephens Inc. acted as financial advisor to TriState and fairness opinion provider to TriState's board of directors. General counsel Karla Villatoro de Friedman worked on the deal at TriState. Mitchell S. Eitel, Stephen M. Salley, Terence H. Kim, Daniel J. Rua, Heather L. Coleman, Aaron M. Levine, Yujin Cha, David C. Spitzer, Nir Fishbien, Michael T. Escue and Camille L. Orme of Sullivan & Cromwell LLP acted as legal advisors and Raymond James & Associates, Inc. acted as financial advisor to Raymond James Financial. Raymond James general counsel Jonathan N. Santelli also worked on the deal. Sven Mickisch, Matthew Nemeroff, Michael Zeidel and Brian Christiansen of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisors to Stone Point Capital. Computershare Shareowner Services LLC acted as the transfer agent and registrar for the Raymond James common stock. Computershare, Inc. acted as transfer agent to TriState Capital. InvestorCom LLC acted as proxy solicitor to TriState Capital for a fee of approximately $0.02 million plus reasonable expenses. Stephens Inc. is entitled to receive a fee for its services in an amount equal to 0.74% of the aggregate consideration paid in connection with the mergers, a significant portion of which is contingent upon the consummation of the mergers. Stephens also received a $1 million fee from TriState Capital upon rendering its fairness opinion, which opinion fee will be credited in full towards any fee which will become payable to Stephens upon the closing of the mergers.

Raymond James Financial, Inc. (NYSE:RJF) completed the acquisition of TriState Capital Holdings, Inc. (NasdaqGS:TSC) from Stone Point Capital LLC and others on May 31, 2022. Shares of TriState Capital ceased trading after the closing of the NASDAQ stock market on May 31, 2022.