Item 1.01 Entry into a Material Definitive Agreement.

On December 15, 2021, TriState Capital Holdings, Inc. ( the "Company") issued an unsecured fixed-to-floating rate note (the "Note") to Raymond James Financial, Inc. ("Raymond James") in the amount of $125 million. The Note, which matures on December 15, 2024, bears interest at a fixed annual rate of 2.25% from the date of issuance to December 15, 2022, and thereafter until maturity at a floating annual rate, reset quarterly, equal to the then current three-month Secured Overnight Financing Rate (SOFR) (provided, however, that in the event three-month SOFR is less than zero, three-month SOFR will be deemed to be zero) plus 2.11%. The Note is not redeemable prior to December 15, 2022. On and after December 15, 2022, the Note is redeemable on any interest payment date at 100% of the principal amount thereof, plus accrued and unpaid interest to the redemption date.

The Note contains customary affirmative and negative covenants. Affirmative covenants include the timely delivery of quarterly and annual financial statements and maintenance of corporate existence. Negative covenants include limitations on dividends and distributions at any time when the Company or its banking subsidiary is not "well capitalized," and mergers and sales of substantially all assets.

The Note includes customary events of default, including events of default relating to the nonpayment of principal or interest when due, violation of covenants, cross-default to other debt having a principal amount of at least $25 million and certain bankruptcy or insolvency events, in each case subject to customary notice provisions.

On October 20, 2021, the Company entered into an agreement and plan of merger 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 disclosures set forth under Item 1.01 of this Current Report on Form 8-K are incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

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

104 Cover Page Interactive Data File (embedded within the Inline XBRL Document).

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