Selected
Financial Information
The
following tables set forth selected historical financial and other information for the periods ended and as of the dates indicated.
The selected financial information presented below for the nine months ended September 30, 2019 and 2018 is derived from our unaudited
consolidated financial statements incorporated by reference into this prospectus supplement and accompanying prospectus from our
Quarterly Report on Form 10-Q for the period ended September 30, 2019. The selected financial information presented below as of
December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016 is derived from our audited consolidated financial
statements incorporated by reference into this prospectus supplement from our Annual Report on Form 10-K for the year ended December
31, 2018. The selected financial information as of December 31, 2016, 2015 and 2014 and for the years ended December 31, 2015
and 2014 is derived from our audited consolidated financial statements for the years then ended, which are not included or incorporated
by reference in this prospectus supplement and accompanying prospectus. Results from prior periods are not necessarily indicative
of results that may be expected for any future period.
This
selected financial information should be read in conjunction with the sections entitled “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” in our Quarterly Report on Form 10-Q for the period ended September
30, 2019 and our Annual Report on Form 10-K for the year ended December 31, 2018, and with our consolidated financial statements
and related notes incorporated by reference into this prospectus supplement and accompanying prospectus.
|
|
As of and For the
Nine Months Ended
September 30,
|
|
|
As of and For the Years Ended December 31,
|
|
(Dollars in thousands,
except per share data)
|
|
2019
|
|
|
2018
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
Income statement data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
$
|
196,973
|
|
|
$
|
141,624
|
|
|
$
|
199,786
|
|
|
$
|
134,295
|
|
|
$
|
98,312
|
|
|
$
|
83,596
|
|
|
$
|
78,085
|
|
Interest expense
|
|
|
102,982
|
|
|
|
57,752
|
|
|
|
86,382
|
|
|
|
42,942
|
|
|
|
23,499
|
|
|
|
15,643
|
|
|
|
12,251
|
|
Net interest income
|
|
|
93,991
|
|
|
|
83,872
|
|
|
|
113,404
|
|
|
|
91,353
|
|
|
|
74,813
|
|
|
|
67,953
|
|
|
|
65,834
|
|
Provision (credit) for loan losses
|
|
|
(1,696
|
)
|
|
|
376
|
|
|
|
(205
|
)
|
|
|
(623
|
)
|
|
|
838
|
|
|
|
13
|
|
|
|
10,159
|
|
Net interest income after provision
for loan losses
|
|
|
95,687
|
|
|
|
83,496
|
|
|
|
113,609
|
|
|
|
91,976
|
|
|
|
73,975
|
|
|
|
67,940
|
|
|
|
55,675
|
|
Total non-interest income
|
|
|
39,291
|
|
|
|
36,342
|
|
|
|
47,917
|
|
|
|
46,966
|
|
|
|
46,508
|
|
|
|
35,483
|
|
|
|
31,549
|
|
Total non-interest expense
|
|
|
82,030
|
|
|
|
74,854
|
|
|
|
101,157
|
|
|
|
91,472
|
|
|
|
78,794
|
|
|
|
70,043
|
|
|
|
64,327
|
|
Income before tax
|
|
|
52,948
|
|
|
|
44,984
|
|
|
|
60,369
|
|
|
|
47,470
|
|
|
|
41,689
|
|
|
|
33,380
|
|
|
|
22,897
|
|
Income tax expense
|
|
|
7,359
|
|
|
|
5,680
|
|
|
|
5,945
|
|
|
|
9,482
|
|
|
|
13,048
|
|
|
|
10,892
|
|
|
|
6,969
|
|
Net income
|
|
$
|
45,589
|
|
|
$
|
39,304
|
|
|
$
|
54,424
|
|
|
$
|
37,988
|
|
|
$
|
28,641
|
|
|
$
|
22,488
|
|
|
$
|
15,928
|
|
Earnings per common share—basic
|
|
$
|
1.50
|
|
|
$
|
1.37
|
|
|
$
|
1.90
|
|
|
$
|
1.38
|
|
|
$
|
1.04
|
|
|
$
|
0.81
|
|
|
$
|
0.56
|
|
Earnings per common share—diluted
|
|
$
|
1.45
|
|
|
$
|
1.31
|
|
|
$
|
1.81
|
|
|
$
|
1.32
|
|
|
$
|
1.01
|
|
|
$
|
0.80
|
|
|
$
|
0.55
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance sheet data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and
cash equivalents
|
|
$
|
383,948
|
|
|
$
|
186,535
|
|
|
$
|
189,985
|
|
|
$
|
156,153
|
|
|
$
|
103,994
|
|
|
$
|
96,676
|
|
|
$
|
105,710
|
|
Total investment securities
|
|
|
468,721
|
|
|
|
393,139
|
|
|
|
466,759
|
|
|
|
220,552
|
|
|
|
238,473
|
|
|
|
225,411
|
|
|
|
211,893
|
|
Loans held-for-investment
|
|
|
6,016,680
|
|
|
|
4,758,356
|
|
|
|
5,132,873
|
|
|
|
4,184,244
|
|
|
|
3,401,054
|
|
|
|
2,841,284
|
|
|
|
2,400,052
|
|
Allowance
for loan losses
|
|
|
(13,374
|
)
|
|
|
(13,583
|
)
|
|
|
(13,208
|
)
|
|
|
(14,417
|
)
|
|
|
(18,762
|
)
|
|
|
(17,974
|
)
|
|
|
(20,273
|
)
|
Loans held-for-investment,
net
|
|
|
6,003,306
|
|
|
|
4,744,773
|
|
|
|
5,119,665
|
|
|
|
4,169,827
|
|
|
|
3,382,292
|
|
|
|
2,823,310
|
|
|
|
2,379,779
|
|
Goodwill and other
intangible assets, net
|
|
|
66,357
|
|
|
|
68,365
|
|
|
|
67,863
|
|
|
|
65,358
|
|
|
|
67,209
|
|
|
|
50,816
|
|
|
|
52,374
|
|
Other
assets
|
|
|
276,117
|
|
|
|
180,476
|
|
|
|
191,383
|
|
|
|
166,007
|
|
|
|
138,489
|
|
|
|
105,958
|
|
|
|
96,207
|
|
Total
assets
|
|
|
7,198,449
|
|
|
|
5,573,288
|
|
|
|
6,035,655
|
|
|
|
4,777,897
|
|
|
|
3,930,457
|
|
|
|
3,302,171
|
|
|
|
2,845,963
|
|
Deposits
|
|
|
6,094,605
|
|
|
|
4,754,588
|
|
|
|
5,050,461
|
|
|
|
3,987,611
|
|
|
|
3,286,779
|
|
|
|
2,689,844
|
|
|
|
2,336,953
|
|
Borrowings, net
|
|
|
330,000
|
|
|
|
262,365
|
|
|
|
404,166
|
|
|
|
335,913
|
|
|
|
239,510
|
|
|
|
254,308
|
|
|
|
164,106
|
|
|
|
As
of and For the
Nine Months Ended
September 30,
|
|
|
As
of and For the Years Ended December 31,
|
|
(Dollars in thousands, except
per share data)
|
|
2019
|
|
|
2018
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
Other
liabilities
|
|
|
169,337
|
|
|
|
88,715
|
|
|
|
101,674
|
|
|
|
65,302
|
|
|
|
52,361
|
|
|
|
32,042
|
|
|
|
39,514
|
|
Total
liabilities
|
|
|
6,593,942
|
|
|
|
5,105,668
|
|
|
|
5,556,301
|
|
|
|
4,388,826
|
|
|
|
3,578,650
|
|
|
|
2,976,194
|
|
|
|
2,540,573
|
|
Total
shareholders’ equity
|
|
|
604,507
|
|
|
|
467,620
|
|
|
|
479,354
|
|
|
|
389,071
|
|
|
|
351,807
|
|
|
|
325,977
|
|
|
|
305,390
|
|
Book value per common
share
|
|
|
16.67
|
|
|
|
14.84
|
|
|
|
15.27
|
|
|
|
13.61
|
|
|
|
12.38
|
|
|
|
11.62
|
|
|
|
10.88
|
|
Tangible book value
per share(1)
|
|
|
14.41
|
|
|
|
12.47
|
|
|
|
12.92
|
|
|
|
11.32
|
|
|
|
10.02
|
|
|
|
9.81
|
|
|
|
9.02
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance
ratios:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Return on average assets
|
|
|
0.94
|
%
|
|
|
1.04
|
%
|
|
|
1.04
|
%
|
|
|
0.89
|
%
|
|
|
0.81
|
%
|
|
|
0.74
|
%
|
|
|
0.61
|
%
|
Return on average common
equity
|
|
|
11.97
|
%
|
|
|
12.36
|
%
|
|
|
12.57
|
%
|
|
|
10.30
|
%
|
|
|
8.48
|
%
|
|
|
7.13
|
%
|
|
|
5.25
|
%
|
Net interest margin(2)
|
|
|
2.02
|
%
|
|
|
2.31
|
%
|
|
|
2.26
|
%
|
|
|
2.25
|
%
|
|
|
2.23
|
%
|
|
|
2.36
|
%
|
|
|
2.62
|
%
|
Total revenue(1)
|
|
$
|
132,936
|
|
|
$
|
120,208
|
|
|
$
|
161,391
|
|
|
$
|
138,009
|
|
|
$
|
121,244
|
|
|
$
|
103,403
|
|
|
$
|
95,955
|
|
Bank efficiency ratio(1)
|
|
|
53.94
|
%
|
|
|
52.55
|
%
|
|
|
53.09
|
%
|
|
|
57.39
|
%
|
|
|
61.17
|
%
|
|
|
62.30
|
%
|
|
|
59.93
|
%
|
Non-interest expense
to average assets
|
|
|
1.69
|
%
|
|
|
1.98
|
%
|
|
|
1.93
|
%
|
|
|
2.15
|
%
|
|
|
2.23
|
%
|
|
|
2.32
|
%
|
|
|
2.44
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset
quality:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-performing loans
|
|
$
|
184
|
|
|
$
|
2,269
|
|
|
$
|
2,237
|
|
|
$
|
3,183
|
|
|
$
|
17,790
|
|
|
$
|
16,660
|
|
|
$
|
30,232
|
|
Non-performing assets
|
|
$
|
4,434
|
|
|
$
|
5,845
|
|
|
$
|
5,661
|
|
|
$
|
6,759
|
|
|
$
|
21,968
|
|
|
$
|
18,390
|
|
|
$
|
31,602
|
|
Other real estate owned
|
|
$
|
4,250
|
|
|
$
|
3,576
|
|
|
$
|
3,424
|
|
|
$
|
3,576
|
|
|
$
|
4,178
|
|
|
$
|
1,730
|
|
|
$
|
1,370
|
|
Non-performing assets
to total assets
|
|
|
0.06
|
%
|
|
|
0.10
|
%
|
|
|
0.09
|
%
|
|
|
0.14
|
%
|
|
|
0.56
|
%
|
|
|
0.56
|
%
|
|
|
1.11
|
%
|
Non-performing loans
to total loans
|
|
|
—
|
%
|
|
|
0.05
|
%
|
|
|
0.04
|
%
|
|
|
0.08
|
%
|
|
|
0.52
|
%
|
|
|
0.59
|
%
|
|
|
1.26
|
%
|
Allowance for loan
losses to loans
|
|
|
0.22
|
%
|
|
|
0.29
|
%
|
|
|
0.26
|
%
|
|
|
0.34
|
%
|
|
|
0.55
|
%
|
|
|
0.63
|
%
|
|
|
0.84
|
%
|
Allowance for loan
losses and lease losses to non-performing loans
|
|
|
7,268.48
|
%
|
|
|
598.63
|
%
|
|
|
590.43
|
%
|
|
|
452.94
|
%
|
|
|
105.46
|
%
|
|
|
107.89
|
%
|
|
|
67.06
|
%
|
Net charge-offs (recoveries)
|
|
$
|
(1,862
|
)
|
|
$
|
1,210
|
|
|
$
|
1,004
|
|
|
$
|
3,772
|
|
|
$
|
50
|
|
|
$
|
2,312
|
|
|
$
|
8,882
|
|
Net charge-offs (recoveries)
to average total loans
|
|
|
(0.05
|
)%
|
|
|
0.04
|
%
|
|
|
0.02
|
%
|
|
|
0.10
|
%
|
|
|
—
|
%
|
|
|
0.09
|
%
|
|
|
0.41
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital
ratios:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average equity to average
assets
|
|
|
8.32
|
%
|
|
|
8.59
|
%
|
|
|
8.49
|
%
|
|
|
8.65
|
%
|
|
|
9.56
|
%
|
|
|
10.43
|
%
|
|
|
11.53
|
%
|
Tier 1 leverage ratio
|
|
|
7.91
|
%
|
|
|
7.53
|
%
|
|
|
7.28
|
%
|
|
|
7.25
|
%
|
|
|
7.90
|
%
|
|
|
9.05
|
%
|
|
|
9.21
|
%
|
Common equity tier
1 risk-based capital ratio
|
|
|
9.58
|
%
|
|
|
10.52
|
%
|
|
|
9.64
|
%
|
|
|
11.14
|
%
|
|
|
11.49
|
%
|
|
|
12.20
|
%
|
|
|
N/A
|
|
Tier 1 risk-based capital
ratio
|
|
|
12.15
|
%
|
|
|
11.57
|
%
|
|
|
10.58
|
%
|
|
|
11.14
|
%
|
|
|
11.49
|
%
|
|
|
12.20
|
%
|
|
|
9.24
|
%
|
Total risk-based capital
ratio
|
|
|
12.40
|
%
|
|
|
11.89
|
%
|
|
|
10.86
|
%
|
|
|
11.72
|
%
|
|
|
12.66
|
%
|
|
|
13.88
|
%
|
|
|
11.02
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment
Management Segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets under management
|
|
$
|
9,615,000
|
|
|
$
|
9,865,000
|
|
|
$
|
9,189,000
|
|
|
$
|
8,309,000
|
|
|
$
|
8,055,000
|
|
|
$
|
8,005,000
|
|
|
$
|
7,714,000
|
|
EBITDA(1)
|
|
$
|
5,110
|
|
|
$
|
5,010
|
|
|
$
|
6,900
|
|
|
$
|
7,421
|
|
|
$
|
13,208
|
|
|
$
|
8,481
|
|
|
$
|
5,338
|
|
|
(1)
|
These
measures are not measures recognized under GAAP and are therefore considered to be non-GAAP
financial measures. Our management uses these non-GAAP financial measures in their analysis
of the performance of the Company. These measures are not necessarily comparable to similar
measures that may be presented by other companies. The non-GAAP financial measures presented
in this prospectus supplement are calculated as follows:
|
|
·
|
“Tangible
common equity” is defined as common shareholders’ equity reduced by intangible
assets, including goodwill. We believe this measure is important to management and investors
to better understand and assess changes from period to period in shareholders’
equity exclusive of changes in intangible assets. Goodwill, an intangible asset that
is recorded in a business purchase combination, has the effect of increasing both equity
and assets, while not increasing our tangible equity or tangible assets.
|
|
·
|
“Tangible
book value per common share” is defined as book value, excluding the impact of
intangible assets, including goodwill, divided by common shares outstanding. We believe
this measure is important to many investors who are interested in changes from period
to period in book value per share exclusive of changes in intangible assets.
|
|
·
|
“Total
revenue” is defined as net interest income and non-interest income, excluding gains
and losses on the sale and call of investment securities. We believe adjustments made
to our operating revenue allow management and investors to better assess our operating
revenue by removing the volatility that is associated with certain items that are unrelated
to our core business.
|
|
·
|
“Efficiency
ratio” is defined as non-interest expense, excluding acquisition related items
and intangible amortization expense, where applicable, divided by our adjusted total
revenue. We believe this measure, particularly at the Bank, allows management and investors
to better assess our operating expenses in relation to our core operating revenue by
removing the volatility that is associated with
|
|
·
|
“EBITDA”
is defined as net income before interest expense, income taxes, depreciation and amortization
adjusted for acquisition related items. We use EBITDA particularly to assess the strength
of our investment management business. We believe this measure is important because it
allows management and investors to better assess our investment management performance
in relation to our core operating earnings, excluding certain non-cash items and the
volatility that is associated with certain one-time items and other discrete items that
are unrelated to our core business.
|
Reconciliations
of non-GAAP numbers to their most directly comparable GAAP measures are included in the tables below.
|
(2)
|
Net
interest margin is calculated on a fully taxable equivalent basis.
|
Reconciliation
of Non-GAAP Financial Measures
|
|
As
of and For the
Nine Months Ended
September 30,
|
|
|
As
of and For the Years Ended December 31,
|
|
(Dollars in thousands, except
per share data)
|
|
2019
|
|
|
2018
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
Tangible book value per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
shareholders’ equity
|
|
$
|
488,443
|
|
|
$
|
429,152
|
|
|
$
|
440,886
|
|
|
$
|
389,071
|
|
|
$
|
351,807
|
|
|
$
|
325,977
|
|
|
$
|
305,390
|
|
Less:
intangible assets
|
|
|
66,357
|
|
|
|
68,365
|
|
|
|
67,863
|
|
|
|
65,358
|
|
|
|
67,209
|
|
|
|
50,816
|
|
|
|
52,374
|
|
Tangible
common equity
|
|
$
|
422,086
|
|
|
$
|
360,787
|
|
|
$
|
373,023
|
|
|
$
|
323,713
|
|
|
$
|
284,598
|
|
|
$
|
275,161
|
|
|
$
|
253,016
|
|
Common
shares outstanding
|
|
|
29,296,970
|
|
|
|
28,920,978
|
|
|
|
28,878,674
|
|
|
|
28,591,101
|
|
|
|
28,415,654
|
|
|
|
28,056,195
|
|
|
|
28,060,888
|
|
Tangible book value
per common share
|
|
$
|
14.41
|
|
|
$
|
12.47
|
|
|
$
|
12.92
|
|
|
$
|
11.32
|
|
|
$
|
10.02
|
|
|
$
|
9.81
|
|
|
$
|
9.02
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As
of and For the
Nine Months Ended
September 30,
|
|
|
As
of and For the Years Ended December 31,
|
|
(Dollars
in thousands)
|
|
2019
|
|
|
2018
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
Total
revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest
income
|
|
$
|
93,991
|
|
|
$
|
83,872
|
|
|
$
|
113,404
|
|
|
$
|
91,353
|
|
|
$
|
74,813
|
|
|
$
|
67,953
|
|
|
$
|
65,834
|
|
Total non-interest
income
|
|
|
39,291
|
|
|
|
36,342
|
|
|
|
47,917
|
|
|
|
46,966
|
|
|
|
46,508
|
|
|
|
35,483
|
|
|
|
31,549
|
|
Less:
net gain (loss) on the sale and call of investment securities
|
|
|
346
|
|
|
|
6
|
|
|
|
(70
|
)
|
|
|
310
|
|
|
|
77
|
|
|
|
33
|
|
|
|
1,428
|
|
Total revenue
|
|
$
|
132,936
|
|
|
$
|
120,208
|
|
|
$
|
161,391
|
|
|
$
|
138,009
|
|
|
$
|
121,244
|
|
|
$
|
103,403
|
|
|
$
|
95,955
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BANK SEGMENT
|
|
As
of and For the
Nine Months Ended
September 30,
|
|
|
As
of and For the Years Ended December 31,
|
|
(Dollars in thousands)
|
|
2019
|
|
|
2018
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
Bank adjusted total revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest
income
|
|
$
|
94,971
|
|
|
$
|
85,397
|
|
|
$
|
115,455
|
|
|
$
|
93,380
|
|
|
$
|
76,727
|
|
|
$
|
69,899
|
|
|
$
|
66,841
|
|
Total non-interest
income
|
|
|
10,813
|
|
|
|
7,881
|
|
|
|
11,042
|
|
|
|
9,864
|
|
|
|
9,470
|
|
|
|
5,873
|
|
|
|
6,449
|
|
Less:
net gain (loss) on the sale and call of investment securities
|
|
|
346
|
|
|
|
6
|
|
|
|
(70
|
)
|
|
|
310
|
|
|
|
77
|
|
|
|
33
|
|
|
|
1,428
|
|
Bank total revenue
|
|
$
|
105,438
|
|
|
$
|
93,272
|
|
|
$
|
126,567
|
|
|
$
|
102,934
|
|
|
$
|
86,120
|
|
|
$
|
75,739
|
|
|
$
|
71,862
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank
efficiency ratio:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-interest
expense
|
|
$
|
56,872
|
|
|
$
|
49,011
|
|
|
$
|
67,190
|
|
|
$
|
59,073
|
|
|
$
|
52,676
|
|
|
$
|
47,186
|
|
|
$
|
43,115
|
|
Less:
acquisition related items
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
45
|
|
Total
non-interest expense, as adjusted (numerator)
|
|
$
|
56,872
|
|
|
$
|
49,011
|
|
|
$
|
67,190
|
|
|
$
|
59,073
|
|
|
$
|
52,676
|
|
|
$
|
47,186
|
|
|
$
|
43,070
|
|
Bank
total revenue (denominator) net gain on the sale and call of investment securities
|
|
$
|
105,438
|
|
|
$
|
93,272
|
|
|
$
|
126,567
|
|
|
$
|
102,934
|
|
|
$
|
86,120
|
|
|
$
|
75,739
|
|
|
$
|
71,862
|
|
Bank efficiency ratio
|
|
|
53.94
|
%
|
|
|
52.55
|
%
|
|
|
53.09
|
%
|
|
|
57.39
|
%
|
|
|
61.17
|
%
|
|
|
62.30
|
%
|
|
|
59.93
|
%
|
INVESTMENT
MANAGEMENT SEGMENT
|
|
As
of and For the
Nine Months Ended
September 30,
|
|
|
As
of and For the Years Ended December 31,
|
|
(Dollars in thousands)
|
|
2019
|
|
|
2018
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
Investment Management EBITDA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
2,419
|
|
|
$
|
2,383
|
|
|
$
|
3,851
|
|
|
$
|
4,551
|
|
|
$
|
6,933
|
|
|
$
|
4,368
|
|
|
$
|
2,479
|
|
Interest expense
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Income tax expense
|
|
|
830
|
|
|
|
786
|
|
|
|
579
|
|
|
|
522
|
|
|
|
4,357
|
|
|
|
2,477
|
|
|
|
1,527
|
|
Depreciation expense
|
|
|
355
|
|
|
|
376
|
|
|
|
502
|
|
|
|
497
|
|
|
|
165
|
|
|
|
78
|
|
|
|
33
|
|
Intangible
amortization expense
|
|
|
1,506
|
|
|
|
1,465
|
|
|
|
1,968
|
|
|
|
1,851
|
|
|
|
1,753
|
|
|
|
1,558
|
|
|
|
1,299
|
|
EBITDA
|
|
|
5,110
|
|
|
|
5,010
|
|
|
|
6,900
|
|
|
|
7,421
|
|
|
|
13,208
|
|
|
|
8,481
|
|
|
|
5,338
|
|
RISK
FACTORS
An
investment in our common stock involves certain risks relating to our common stock and the Company. You should carefully consider
the risks described below and the risk factors included in our Annual Report on Form 10-K for the year ended December 31, 2018
and our Quarterly Report on Form 10-Q for the period ended September 30, 2019, as well as the other information included or incorporated
by reference in this prospectus supplement and the accompanying prospectus, before making an investment decision. Our business,
financial condition or results of operations could be materially adversely affected by any of these risks. The risks and uncertainties
we describe are not the only ones facing us. Additional risks and uncertainties not presently known to us or that we currently
deem immaterial may also impair our business or operations. Any adverse effect on our business, financial condition or operating
results could result in a decline in the value of our common stock and the loss of all or part of your investment.
Risks Related
to an Investment in Our Common Stock and This Offering
The market
price of our securities may be subject to substantial fluctuations, which may make it difficult for you to sell your shares at
the volume, prices and times desired.
The
market price of our common stock and depositary shares underlying our Series A Preferred Stock and Series B Preferred Stock may
be highly volatile, which may make it difficult to resell shares of our securities at the volume, prices and times desired. There
are many factors that may impact the market price and trading volume of our securities, including, without limitation:
|
·
|
actual
or anticipated fluctuations in our operating results or financial condition or general
changes in economic conditions;
|
|
·
|
the
effects of, and changes in, trade, monetary and fiscal policies, accounting standards,
policies, interpretations or principles or in laws or regulations affecting us;
|
|
·
|
public
reaction to our press releases, our other public announcements or our filings with the
SEC;
|
|
·
|
publication
of research reports about us, our competitors, or the financial services industry or
changes in, or failure to meet, securities analysts’ estimates of our performance,
or lack of research reports by industry analysts or ceasing of coverage;
|
|
·
|
operating
and stock price performance of companies that investors deemed comparable to us;
|
|
·
|
additional
or anticipated sales of our common stock or other securities by us or our existing shareholders;
|
|
·
|
additions
or departures of key personnel;
|
|
·
|
perceptions
in the marketplace regarding our competitors and/or us;
|
|
·
|
significant
acquisitions or business combinations, partnerships, joint ventures or capital commitments
by us or our competitors;
|
|
·
|
other
economic, competitive, governmental, regulatory and technological factors affecting our
business; and
|
|
·
|
other
news, announcements or disclosures (whether by us or others) related to us, our competitors,
our core market or the financial services industry.
|
The
stock market has experienced substantial fluctuations in recent years, which in many cases have been unrelated to the operating
performance and prospects of particular companies. In addition, significant fluctuations in the trading volume in our common stock
may cause significant price variations. Increased market volatility may adversely affect the market price of our common stock,
which could make it difficult to sell your shares at the volume, prices and times desired.
Actual or anticipated
issuances or sales of our securities in the future could adversely affect the prevailing market price of our common stock, preferred
stock and underlying depositary shares and could impair our ability to raise capital through future sales of equity securities.
Actual
or anticipated issuances or sales of substantial amounts of our common stock, preferred stock or depositary shares could cause
the market price of any of our securities to decline significantly and make it more difficult for us to sell equity or equity-related
securities in the future at a time and on terms that we deem appropriate. The issuance of any shares of our securities also would,
and the issuance of equity-related securities could, dilute the percentage ownership interest held by shareholders with respect
to such security. We may issue additional equity securities, or debt securities convertible into or exercisable or exchangeable
for equity securities, from time to time to raise additional capital, support growth or to make acquisitions. Further, we expect
to issue stock options or other stock awards to retain and motivate our employees and directors. These issuances of securities
could dilute the voting and economic interests of our existing shareholders, result in a significant decline in the market price
of our common stock or other securities and make it more difficult for us to raise capital through future sales of equity securities.
The rights
of holders of our common stock are generally subordinate to the rights of holders of our debt securities and preferred stock and
may be subordinate to the rights of holders of any class of preferred stock or any debt securities that we may issue in the future.
Our board
of directors has the authority to issue debt securities as well as an aggregate of up to 150,000 shares of preferred stock on
the terms it determines without shareholder approval. In 2018, we issued 40,250 shares of our 6.75% Fixed-to-Floating Rate
Series A Non-Cumulative Perpetual Preferred Stock in the form of $1.6 million depositary shares, each representing a 1/40th
interest in a share of Series A Preferred Stock. In 2019, we issued 80,500 shares of our 6.375% Fixed-to-Floating Rate Series
B Non-Cumulative Perpetual Preferred Stock in the form of $3.2 million depositary shares, each representing ownership of a
1/40th interest in a share of Series B Preferred Stock. Any debt or shares of preferred stock that we may issue in the future
will be senior to our common stock. Because our decision to issue debt or equity securities or incur other borrowings in the
future will depend on market conditions and other factors beyond our control, the amount, timing, nature or success of our
future capital raising efforts is uncertain. Thus, holders of our common stock bear the risk that our future issuances of
debt or equity securities or our incurrence of other borrowings may negatively affect the market price of our common
stock.
We have not
paid dividends on our common stock and are subject to regulatory restrictions on our ability to pay dividends.
We have not paid
any dividends on our common stock since inception and have instead utilized our earnings to finance the growth and development
of our business. In addition, if we decide to pay dividends on our common stock in the future (and we have not made such a decision),
we are subject to certain restrictions as a result of banking laws, regulations and policies. In addition, under our Credit
Agreement (the “Credit Agreement”) with Texas Capital Bank (“TCB”) we are prohibited from paying a dividend
on our common stock unless (i) we are not in default, and payment of such dividend would not cause us to be in default, under
the Credit Agreement, (ii) such dividend does not exceed, on an annual basis, 25% of the Company's net income for the 12-month
period ended on the last day of the month immediately preceding the dividend payment, and (iii) we have demonstrated to TCB's
satisfaction that after giving effect to such dividend payment, calculated on a pro forma basis as of the
last day of the quarter
immediately preceding the date of the dividend payment, TriState Capital Holdings, Inc. and the Bank are in compliance with certain
financial covenants set forth in the Credit Agreement. Such financial covenants include, among other things, requirements that
(i) we and the Bank remain well-capitalized under the FDIC's prompt corrective action regulations, (ii) we and the Bank maintain
at least a 10% total risk-based capital ratio, (iii) we and the Bank maintain at least an 8% common equity Tier 1 capital ratio,
(iv) we maintain a nonperforming assets to common equity Tier 1 capital ratio of 20% or less, (v) we maintain a debt service coverage
ratio, as calculated pursuant to the Credit Agreement, of not less than 1.10 to 1.0, (vi) we maintain at least $4,500,000 in total
liquid assets, as defined in the Credit Agreement, including at least $2,500,000 in cash or deposit account balances, and (vii)
we and each of our subsidiaries have positive net income, as determined on the last day of any fiscal quarter, for the four quarters
ending on such last day (except that our broker-dealer subsidiary's net income shall not be less than zero dollars). Even if we
decide to pay dividends in the future (and we have not made such a decision), we would also have to comply with these restrictions.
Moreover, because TriState Capital Bank is our most significant asset, our ability to pay dividends to our shareholders depends
in large part on our receipt of dividends from the Bank, which is also subject to restrictions on dividends as a result of banking
laws, regulations and policies. Finally, so long as any shares of our Series A Preferred Stock or Series B Preferred Stock remain
outstanding, unless we have paid in full (or declared and set aside funds sufficient for) applicable dividends on the Preferred
Stock, we may not declare or pay any dividend on our common stock, other than a dividend payable solely in shares of common stock
or in connection with a shareholder rights plan.
There are substantial
regulatory limitations on changes of control of bank holding companies.
With
certain limited exceptions, federal regulations prohibit a person or company or a group of persons deemed to be “acting
in concert” from, directly or indirectly, acquiring more than 10% (5% if the acquirer is a bank holding company) of any
class of our voting stock or obtaining the ability to control in any manner the election of a majority of our directors or otherwise
direct the management or policies of our company without prior notice or application to and the approval of the Federal Reserve.
Accordingly, prospective investors need to be aware of and comply with these requirements, if applicable, in connection with any
purchase of shares of our common stock. These provisions effectively inhibit certain mergers or other business combinations, which,
in turn, could adversely affect the market price of our common stock.
USE
OF PROCEEDS
The Selling
Shareholders will receive all net proceeds from the sale of our common stock in this offering. We will not receive any proceeds
from the sale of the shares of our common stock by the Selling Shareholders.
Selling
Shareholders
The
following table sets forth:
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·
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the
names of the Selling Shareholders;
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·
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the
number and percentage of shares of our common stock that the Selling Shareholders beneficially
owned prior to the offering under this prospectus supplement;
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·
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the
number of shares of our common stock that are being offered for resale for the account
of the Selling Shareholders under this prospectus supplement; and
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·
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the
number and percentage of shares of our common stock to be beneficially owned by the Selling
Shareholders after the offering if all of the shares are sold.
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As of the
date of this prospectus, the Selling Shareholders held an aggregate of 2,678,049 shares of our common stock, or approximately
9.1% of our issued and outstanding common stock as of December 31, 2019. To our knowledge, except as indicated by
footnote, and subject to community property laws where applicable, the persons named in the table below have sole voting and investment
power with respect to all shares of common stock shown as beneficially owned by them. Beneficial ownership of the Selling Shareholders,
as stated below, is determined in accordance with the rules and regulations of the SEC.
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Shares of Our
Common Stock
Beneficially Owned
Prior to the Offering
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|
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Shares of Our
Common Stock
that may be Sold in
the Offering
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Shares of Our
Common Stock
Beneficially Owned
Following the Offering
|
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Selling Shareholder
|
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Number
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%(1)
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|
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Number
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Number
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%(1)
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LM III TriState Holdings LLC(2)
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1,852,158
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6.3
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1,852,158
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—
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—
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LM III-A TriState Holdings LLC(3)
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825,891
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2.8
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825,891
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—
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—
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(1)
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Percentages
are based on 29,355,986 shares of our common stock issued and outstanding as of December 31, 2019 and reflect the
ownership percentage of each Selling Shareholder as of the date of this prospectus.
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(2)
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Lovell
Minnick Partners LLC is the managing member of Fund III UGP LLC, which is, in turn, the
general partner of Lovell Minnick Equity Advisors III LP, which is, in turn, the general
partner of Lovell Minnick Equity Partners III LP. Lovell Minnick Equity Partners III
LP is the managing member of LM III TriState Holdings LLC. As an officer of Lovell Minnick
Partners LLC, Mr. Minnick may be deemed to share beneficial ownership of the shares of
our common stock held by this fund. Mr. Minnick disclaims beneficial ownership of such
shares. Lovell Minnick Partners LLC has voting and dispositive power over these shares.
The business address for LM III TriState Holdings LLC is 555 E. Lancaster Avenue, Suite
510, Radnor, Pennsylvania 19087.
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(3)
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Lovell
Minnick Partners LLC is the managing member of Fund III UGP LLC, which is, in turn, the
general partner of Lovell Minnick Equity Advisors III LP, which is, in turn, the general
partner of Lovell Minnick Equity Partners III-A LP. Lovell Minnick Equity Partners III-A
LP is the managing member of LM III-A TriState Holdings LLC. As an officer of Lovell
Minnick Partners LLC, Mr. Minnick may be deemed to share beneficial ownership of the
shares of our common stock held by this fund. Mr. Minnick disclaims beneficial ownership
of such shares. Lovell Minnick Partners LLC has voting and dispositive power over these
shares. The business address for LM III-A TriState Holdings LLC is 555 E. Lancaster Avenue,
Suite 510, Radnor, Pennsylvania 19087.
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The
shares offered for sale by each Selling Shareholder were initially acquired by such Selling Shareholder in connection with the
conversion of the Series C Preferred Stock into common stock as part of our initial public offering on May 14, 2013.
Information
with respect to the beneficial ownership of all or any part of the shares of our common stock appearing in any prospectus supplement,
report or post-effective amendment that we file with the SEC relating to any Selling Shareholder or to a particular offer of any
of the shares will be based on our records, information filed with the SEC or information furnished to us by one or more of the
Selling Shareholders. Beneficial ownership of the shares has been and will be determined in accordance with the rules of the SEC.
These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power and investment
power with respect to those securities.
We
have not agreed to register or otherwise qualify any of the shares of our common stock for offer and sale in any other country
or to seek to have the shares admitted to trading on any foreign securities exchange.
Material Relationships
with the Selling Shareholders
See “Description
of Common Stock — Rights of Selling Stockholders” in the accompanying prospectus.
MATERIAL
UNITED STATES FEDERAL TAX CONSIDERATIONS
The following
discussion summarizes material United States federal income and estate tax considerations relating to the acquisition, ownership,
and disposition of shares of our common stock by a non-U.S. holder (as defined below) that acquires our common stock in this offering
and holds it as a capital asset. This discussion is based on the tax laws of the United States, including the Internal Revenue
Code of 1986, as amended, or the Code, Treasury regulations promulgated or proposed thereunder, and administrative and judicial
interpretations thereof, all as in effect on the date hereof. These tax laws are subject to change, possibly with retroactive
effect, and subject to differing interpretations that could affect the tax consequences described herein. This section does not
address the treatment of a non-U.S. holder under the laws of any state, local or foreign taxing jurisdiction.
For purposes
of this discussion, a “non-U.S. holder” is a beneficial owner of our common stock that, for United States federal
income tax purposes, is:
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a
non-resident alien individual;
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·
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a
foreign corporation (or other foreign entity taxable as a corporation);
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an
estate the income of which is not subject to United States federal income taxation regardless
of its source; or
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·
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a
trust that does not have in effect a valid election under the Treasury regulations to
be treated as a United States person and either (1) no court within the United States
is able to exercise primary supervision over the trust’s administration or (2)
no United States person has the authority to control all substantial decisions of that
trust.
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This discussion
does not address all aspects of United States federal income and estate taxation that may be applicable to non-U.S. holders in
light of their particular circumstances or status (including, for example, financial institutions, banks, regulated investment
funds, real estate investment trusts, broker-dealers or traders in securities or currencies, insurance companies, partnerships
or other pass-through entities, corporations that accumulate earnings to avoid United States federal income tax, certain United
States expatriates, persons subject to special tax accounting rules as a result of any item of gross income with respect to our
common stock being taken into account in an “applicable financial statement” (as defined in the Code), tax-exempt
organizations, tax-qualified retirement plans, “qualified foreign pension funds” as defined in Section 897(l)(2) of
the Code and entities all of the interests of which are held by qualified foreign pension funds, persons in special situations,
such as those that have elected to mark securities to market or that hold shares of our common stock as part of a straddle, hedge
or other integrated investment, persons subject to alternative minimum tax, and foreign governments or agencies).
If a partnership
(including any entity or arrangement treated as a partnership for United States federal income tax purposes) holds our common
stock, the tax treatment of a person treated as a partner in the partnership for United States federal income tax purposes generally
will depend on the status of the partner and the activities of the partnership. Partnerships (and other entities or arrangements
so treated for United States federal income tax purposes) and their partners should consult their own tax advisors.
This
discussion addresses only non-U.S. holders and does not discuss any tax considerations other than United States federal income
tax and certain United States federal estate tax considerations. Prospective investors are urged to consult their own tax advisors
regarding the United States federal, state, and local, and foreign tax consequences of the purchase, ownership, and disposition
of our common stock, including the effect of any applicable income or estate tax treaty.
Dividends
If we make a
distribution of cash or property with respect to our common stock, any such distribution generally will constitute a dividend
for United States federal income tax purposes except as described below. Subject to the discussion below under “FATCA Withholding”
and “Information Reporting and Backup Withholding,” any such dividends paid to a non-U.S. holder generally will be
subject to withholding tax at a 30% rate or at a lower rate under an applicable income tax treaty between the United States and
the non-U.S. holder’s country of residence. In order to receive a reduced treaty withholding tax rate and to avoid backup
withholding, as described below, a non-U.S. holder must furnish to us or our paying agent a properly executed Internal Revenue
Service Form W-8BEN or Form W-8BEN-E (or other applicable form) prior to payment of the dividend, certifying under penalties of
perjury that the non-U.S. holder is entitled to a reduction in withholding under an applicable income tax treaty. A non-U.S. holder
that holds our common stock through a financial institution or other agent will be required to provide appropriate documentation
to the financial institution or other agent, which then will be required to provide certification to us or our paying agent either
directly or through other intermediaries. A non-U.S. holder that is eligible for a reduced rate of withholding tax pursuant to
an income tax treaty may obtain a refund of any excess amounts withheld by filing a refund claim with the Internal Revenue Service.
A non-U.S. holder
is exempt from the withholding tax described above if the dividend is “effectively connected” with the conduct of
a trade or business in the United States of the non-U.S. holder (and, if an applicable income tax treaty so provides, attributable
to a permanent establishment or fixed base maintained by the non-U.S. holder in the United States) and the non-U.S. holder furnishes
to us or our paying agent an Internal Revenue Service Form W-8ECI (or applicable successor form), certifying under penalties of
perjury that the dividend is effectively connected with the non-U.S. holder’s conduct of a trade or business in the United
States (and, if an applicable income tax treaty so provides, attributable to a permanent establishment or fixed base maintained
in the United States). “Effectively connected” dividends will generally be subject to United States federal income
tax at the rates that also apply to U.S. persons. A corporate non-U.S. holder may, under certain circumstances, be subject to
an additional branch profits tax at a 30% rate (or at a lower rate under an applicable income tax treaty) with respect to its
“effectively connected” dividends.
To the extent
a distribution with respect to our common stock exceeds our current or accumulated earnings and profits, as determined under United
States federal income tax principles, the distribution will be treated, first, as a tax-free return of the non-U.S. holder’s
investment, up to the holder’s adjusted tax basis in its shares of our common stock, and, thereafter, as capital gain, which
is subject to the tax treatment described below in “—Gain on Sale, Exchange or Other Taxable Disposition.”
Gain On Sale, Exchange or Other
Taxable Disposition
Subject to the
discussion below under “FATCA Withholding” and “Information Reporting and Backup Withholding,” a non-U.S.
holder generally will not be subject to United States federal income tax or withholding tax on gain realized upon a sale, exchange
or other taxable disposition of shares of our common stock (including a redemption, but only if the redemption would be treated
as a sale or exchange rather than a distribution for United States federal income tax purposes) unless:
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·
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the
gain is “effectively connected” with the conduct of a trade or business of the non-U.S. holder in the United States
(and, if required by an applicable income tax treaty, the gain is attributable to a permanent establishment or fixed base maintained
in the United States), in which case the non-U.S. holder generally will be subject to United States federal income tax on a net
income basis with respect to such gain in the same manner as if such holder were a resident of the United States and, if the non-U.S.
holder is a corporation for United States federal income tax purposes, may, under certain
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circumstances,
be subject to an additional “branch profits tax” at a 30% rate (or at a lower rate under an applicable income tax
treaty) on its “effectively connected” gains;
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·
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the
non-U.S. holder is an individual who is present in the United States for 183 or more
days in the taxable year of the disposition and meets certain other conditions, in which
case the non-U.S. holder generally will be subject to United States federal income tax
at a 30% rate (or at a lower rate under an applicable income tax treaty) on the gain
derived from the sale, which gain may be offset by U.S.-source capital losses for the
year; or
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·
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we
are or have been a “United States real property holding corporation”, or
USRPHC, as described below, at any time within the shorter of the five-year period preceding
the disposition and the non-U.S. holder’s holding period for our common stock (the
“relevant period”) and the non-U.S. holder (i) disposes of our common stock
during a calendar year when our common stock is no longer regularly traded on an established
securities market or (ii) owned (directly, indirectly, and constructively) more than
5% of our common stock at any time during the relevant period, in which case such a non-U.S.
holder will be subject to tax on the gain on the disposition of shares of our common
stock generally as if the gain were effectively connected with the conduct of a trade
or business in the United States, except that the “branch profits tax” will
not apply.
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We believe we
currently are not, and we do not anticipate becoming, a USRPHC for United States federal income tax purposes. Generally, a corporation
is a USRPHC only if the fair market value of its United States real property interests (as defined in the Code) equals or exceeds
50% of the sum of the fair market value of its worldwide real property interests and its other assets used or held for use in
a trade or business.
FATCA Withholding
Sections 1471
through 1474 of the Code (commonly referred to as the Foreign Account Tax Compliance Act, or FATCA) impose a 30% withholding tax
on dividends paid on our common stock to, and (subject to the proposed Treasury Regulations discussed below) the gross proceeds
derived from the sale or other disposition of our common stock on or after January 1, 2019 by, a foreign entity if the foreign
entity is:
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·
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a
“foreign financial institution” (as defined under FATCA) that does not furnish
proper documentation, typically on IRS Form W-8BEN-E, evidencing either (i) an exemption
from FATCA withholding or (ii) its compliance (or deemed compliance) with specified due
diligence, reporting, withholding and certification obligations under FATCA or (iii)
residence in a jurisdiction that has entered into an intergovernmental agreement with
the United States relating to FATCA and compliance with the diligence and reporting requirements
of the intergovernmental agreement and local implementing rules; or
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·
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a
“non financial foreign entity” (as defined under FATCA) that does not furnish
proper documentation, typically on IRS Form W-8BEN-E, evidencing
either (i) an exemption from FATCA withholding, or (ii) adequate information regarding
substantial United States beneficial owners of such entity (if any).
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As
discussed above, withholding under FATCA generally applies to payments of dividends on our common stock and, on or after
January 1, 2019, to payments of gross proceeds from a sale or other disposition of our common stock. Withholding agents may,
however, rely on recently proposed U.S. Treasury Regulations that would no longer require FATCA withholding on payments of gross
proceeds. A withholding agent such as a broker, and not the Company, will determine whether or not to implement gross proceeds
FATCA withholding on or after January 1, 2019.
If a dividend
payment is subject to withholding both under FATCA and the withholding tax rules discussed above under “—Dividends,”
the withholding under FATCA may be credited against, and therefore reduce, such other withholding tax. Prospective investors
in our common stock should consult their own tax advisors regarding the applicable requirements and whether they may
be relevant to their ownership and disposition of the common stock.
Under certain
circumstances, a non-U.S. holder will be eligible for refunds or credits of withholding taxes imposed under FATCA by filing a
United States federal income tax return. Prospective investors should consult their tax advisors regarding the effect of FATCA
on their ownership and disposition of our common stock.
Information Reporting and Backup
Withholding
Except as described
below, a non-U.S. holder generally will be exempt from backup withholding and information reporting requirements with respect
to dividend payments and the payment of the proceeds from the sale of shares or our common stock effected at a United States office
of a broker, as long as the payor or broker does not have actual knowledge or reason to know that the holder is a United States
person and has furnished to the payor or broker:
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·
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a
valid Internal Revenue Service Form W-8BEN or Form W-8BEN-E, as applicable, on which
the non-U.S. holder certifies, under penalties of perjury, that it is a non-United States
person; or
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·
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other
documentation upon which it may rely to treat the payments as made to a non-United States
person in accordance with Treasury regulations,
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or the non-U.S. holder otherwise
establishes an exemption.
However, we must
report annually to the Internal Revenue Service and to non-U.S. holders the amount of dividends paid to them and the tax withheld
with respect to such dividends, regardless of whether withholding was required. Copies of the information returns reporting such
dividends and withholding may also be made available to the tax authorities in the country in which the respective non-U.S. holder
resides under the provisions of an applicable income tax treaty.
Payment of the
proceeds from the sale of our common shares effected at a foreign office of a broker generally will not be subject to information
reporting or backup withholding. However, a sale of our common stock by a non-U.S. holder that is effected at a foreign office
of a broker will be subject to information reporting and backup withholding if:
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·
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the
proceeds are transferred to an account maintained by the non-U.S. holder in the United
States;
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·
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the
payment of proceeds or the confirmation of the sale is mailed to the non-U.S. holder
at a United States address; or
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|
·
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the
sale has some other specified connection with the United States as provided in the Treasury
regulations,
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unless the broker does not
have actual knowledge or reason to know that the holder is a United States person and the documentation requirements described
above are met or the non-U.S. holder otherwise establishes an exemption.
In addition,
a sale of shares of our common stock will be subject to information reporting if it is effected at a foreign office of a broker
that is:
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·
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a
United States person;
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·
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a
“controlled foreign corporation” for United States federal income tax purposes;
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·
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a
foreign person 50% or more of the whose gross income is effectively connected with the
conduct of a United States trade or business for a specified three-year period; or
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·
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a
foreign partnership, if at any time during its tax year (a) one or more of its partners
are “U.S. persons”, as defined in U.S. Treasury regulations, who in the aggregate
hold more than 50% of the income or capital interest in the partnership, or (b) such
foreign partnership is engaged in the conduct of a trade or business in the United States,
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unless the broker does not have actual
knowledge or reason to know that the holder is a United States person and the documentation requirements described above are met
or an exemption is otherwise established. Backup withholding will apply if the sale is subject to information reporting and the
broker has actual knowledge that the holder is a United States person.
Backup withholding
is not an additional tax. A non-U.S. holder generally may obtain a refund of any amounts withheld under the backup withholding
rules that exceed the non-U.S. holder’s income tax liability by timely filing a refund claim with the Internal Revenue Service.
Federal Estate Taxes
The estates of
nonresident alien decedents generally are subject to United States federal estate tax on property with a United States situs.
Because we are a United States corporation, our common stock will be United States situs property and therefore will be included
in the taxable estate of a nonresident alien decedent at the time of the decedent’s death, unless an applicable estate tax
treaty between the United States and the decedent’s country of residence provides otherwise. An estate tax credit is available
to reduce the net tax liability of a nonresident alien’s estate, but the estate tax credit for a nonresident alien is generally
much smaller than the applicable credit for computing the estate tax of a United States resident. Nonresident aliens should consult
their personal tax advisors regarding the United States federal estate tax consequences of owning our common stock.
UNDERWRITING
The Selling Shareholders
are offering the shares of common stock described in this prospectus supplement through the underwriters listed below. We and
the Selling Shareholders have entered into an underwriting agreement with the underwriters with respect to the sale of the shares.
Subject to the terms and conditions of the underwriting agreement, the Selling Shareholders have agreed to sell to the underwriters,
and each underwriter has severally agreed to purchase from the Selling Shareholders, the number of shares of common stock listed
next to its name in the following table:
Name
|
|
Number
of Shares
|
|
|
|
|
|
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Barclays Capital Inc.
|
|
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2,678,049
|
|
|
|
|
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Total
|
|
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2,678,049
|
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The underwriters
are collectively referred to as the “underwriters.” To the extent there is one underwriter, “underwriters”
refers to the underwriter listed in the table above. The underwriters are committed to purchase all the common shares offered
by the Selling Shareholders if they purchase any shares. The underwriting agreement also provides that if an underwriter defaults,
the purchase commitments of non-defaulting underwriters may also be increased or the offering may be terminated.
Underwriting Discounts and Expenses
The
underwriters are purchasing the shares of common stock from the Selling Shareholders at a price of $22.35 per
share. The underwriters propose to offer the shares of common stock for sale from time to time in one or more transactions on
Nasdaq, in the over-the-counter market, through negotiated transactions or otherwise at market prices prevailing at the time of
sale, at prices related to prevailing market prices or at negotiated prices, subject to receipt of acceptance by them and subject
to their right to reject any order in whole or in part. The underwriters may effect such transactions by selling the shares of
common stock to or through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions
from the underwriters and/or purchasers of shares of common stock for whom they may act as agents or to whom they may sell as
principal. The difference between the price at which the underwriters purchase shares of common stock and the price at which the
underwriters resell such shares of common stock may be deemed underwriting compensation.
We estimate
that the total expenses of this offering, including registration, filing and listing fees, printing fees and legal and accounting
expenses, but excluding the underwriting discounts and commissions, will be approximately $400,000. We have agreed to pay
expenses incurred by the Selling Shareholders in connection with the offering, other than the underwriting discounts and commissions,
up to $100,000.
Lock-up
We
have agreed that we will not (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract
to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise dispose of,
directly or indirectly, or file with the SEC a registration statement under the Securities Act relating to, any shares of our
common stock or securities convertible into or exchangeable or exercisable for any shares of our common stock, or publicly disclose
the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other arrangement that transfers
all or a portion of the economic consequences associated with the ownership of any shares of common stock or any such other securities
(regardless of whether any of these transactions are to be settled by the delivery of shares of common stock or such other securities,
in cash or otherwise), in each case without the prior written consent of the underwriters for a period of 45 days after the date
of this prospectus supplement.
Our Chairman,
President and Chief Executive Officer has agreed that for a period of 45 days from the date of the underwriting agreement,
he may not, without the prior written consent of the underwriters, (1) offer, pledge, announce the intention to sell, sell,
contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or
warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of our common stock or any securities
convertible into or exercisable or exchangeable for our common stock or (2) enter into any swap or other agreement that transfers,
in whole or in part, any of the economic consequences of ownership of our common stock, whether any such transaction is to be
settled by delivery of common stock or such other securities, in cash or otherwise, or (3) make any demand for or exercise any
right with respect to the registration of any shares of our common stock or any security convertible into or exercisable or exchangeable
for our common stock.
We and the Selling
Shareholders have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities
Act.
Listing
Our common stock
is listed on Nasdaq under the symbol “TSC.”
Price Stabilization,
Short Positions and Penalty Bids
In
connection with the offering, the underwriters may purchase and sell our common stock in the open market. These transactions may
include short sales, purchases on the open market to cover positions created by short sales and stabilizing transactions. Short
sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in the offering. The
underwriters must close out any short position by purchasing shares in the open market. A short position is more likely to be
created if the underwriters are concerned that there may be downward pressure on the price of our common stock in the open market
after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of various
bids for or purchases of shares of common stock made by the underwriters in the open market prior to the completion of the offering.
The
underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of
the underwriting discount received by it because the representatives have repurchased shares sold by or for the account of such
underwriter in stabilizing or short covering transactions.
Similar
to other purchase transactions, the underwriters’ purchases to cover the syndicate short sales may have the effect of raising
or maintaining the market price of our common stock or preventing or retarding a decline in the market price of our common stock.
As a result, the price of our common stock may be higher than the price that might otherwise exist in the open market. The underwriters
may conduct these transactions on Nasdaq, in the over-the-counter market or otherwise.
Neither we, the
Selling Shareholders nor the underwriter make any representation or prediction as to the direction or magnitude of any effect
that the transactions described above may have on the price of our common stock. In addition, neither we, the Selling Shareholders
nor the underwriter make any representation that the underwriter will engage in these transactions or that these transactions,
once commenced, will not be discontinued without notice.
Other Relationships
The underwriters
and their respective affiliates are full-service financial institutions engaged in various activities, which may include securities
trading, commercial and investment banking, financial advisory,
investment management, investment research, principal investment,
hedging, financing, and brokerage activities. Certain of the underwriters and their affiliates have provided in the past to us,
the Selling Shareholders and our other affiliates, and may provide from time to time in the future, certain commercial banking,
financial advisory, investment banking and other services in the ordinary course of their business, for which they have received
and may continue to receive customary fees and commissions. In addition, from time to time, certain of the underwriters and their
affiliates may effect transactions for their own account or the account of customers, and hold on behalf of themselves or their
customers, long or short positions in our debt or equity securities or loans, and may do so in the future. The underwriters and/or
their affiliates may also make investment recommendations and/or publish or express independent research views in respect of those
securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in
those securities and instruments.
Selling Restrictions
General
Other than in
the United States, no action has been taken by us or the underwriters that would permit a public offering of the securities offered
by this prospectus supplement in any jurisdiction where action for that purpose is required. The securities offered by this prospectus
supplement may not be offered or sold, directly or indirectly, nor may this prospectus supplement or any other offering material
or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction,
except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons
into whose possession this prospectus supplement comes are advised to inform themselves about and to observe any restrictions
relating to the offering and the distribution of this prospectus supplement. This prospectus supplement does not constitute an
offer to sell or a solicitation of an offer to buy any securities offered by this prospectus supplement in any jurisdiction in
which such an offer or a solicitation is unlawful.
Notice to Prospective Investors
in the European Economic Area
In relation
to each member state of the European Economic Area (each, a “Member State”), no offer of any shares which are the
subject of the offering contemplated by this prospectus may be made to the public in that Member State, except that an offer of
shares to the public in that Member State may be made at any time under the following exemptions under the Prospectus Regulation:
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A.
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to any legal entity
which is a qualified investor as defined in the Prospectus Regulation;
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B.
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to fewer than 150 natural
or legal persons (other than qualified investors as defined in the Prospectus Regulation), subject to obtaining the prior consent
of the representatives; or
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C.
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in any other circumstances
falling within Article 1(4) of the Prospectus Regulation,
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provided that no such offer of shares
shall result in a requirement for the publication by us or any representative of a prospectus pursuant to Article 3 of the Prospectus
Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation.
Each person in
a Member State who initially acquires any shares or to whom any offer is made will be deemed to have represented, acknowledged
and agreed that it is a “qualified investor” within the meaning of the Article 2(e) of the Prospectus Regulation.
In the case of any shares being offered to a financial intermediary as that term is used in the Prospectus Regulation, each such
financial intermediary will be deemed to have represented, acknowledged and agreed that the shares acquired by it in the offer
have not been acquired on a
non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale
to, persons in circumstances which may give rise to an offer of any shares to the public other than their offer or resale in a
Member State to qualified investors as so defined or in circumstances in which the prior consent of the representatives has been
obtained to each such proposed offer or resale.
The Company,
the representatives and their affiliates will rely upon the truth and accuracy of the foregoing representations, acknowledgements
and agreements.
This prospectus
supplement has been prepared on the basis that any offer of shares in any Member State will be made pursuant to an exemption under
the Prospectus Regulation from the requirement to publish a prospectus for offers of shares. Accordingly any person making or
intending to make an offer in that Member State of shares which are the subject of the offering contemplated in this prospectus
supplement may only do so in circumstances in which no obligation arises for the Company or any of the underwriters to publish
a prospectus pursuant to Article 3 of the Prospectus Regulation in relation to such offer. Neither the Company nor the underwriters
have authorized, nor do they authorize, the making of any offer of shares in circumstances in which an obligation arises for the
Company or the underwriters to publish a prospectus for such offer.
For the purpose
of the above provisions, the expression “an offer to the public” in relation to any shares in any Member State means
the communication in any form and by any means of sufficient information on the terms of the offer and the shares to be offered
so as to enable an investor to decide to purchase or subscribe for any shares, and the expression “Prospectus Regulation”
means Regulation (EU) 2017/1129.
Notice to Prospective Investors
in the United Kingdom
In addition,
in the United Kingdom, this document is being distributed only to, and is directed only at, and any offer subsequently made may
only be directed at persons who are “qualified investors” (as defined in the Prospectus Regulation)
(i) who have professional experience in matters relating to investments falling within Article 19 (5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) and/or (ii) who are high
net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the
Order (all such persons together being referred to as “relevant persons”).
Any person in
the United Kingdom that is not a relevant person should not act or rely on the information included in this document or use it
as basis for taking any action. In the United Kingdom, any investment or investment activity that this document relates to may
be made or taken exclusively by relevant persons. Any person in the United Kingdom that is not a relevant person should not act
or rely on this document or any of its contents.
Notice to Prospective Investors
in Canada
The shares may
be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National
Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined
in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the shares
must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable
securities laws.
Securities legislation
in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus
supplement (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or
damages are exercised by the purchaser within
the time limit prescribed by the securities legislation of the purchaser’s
province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s
province or territory for particulars of these rights or consult with a legal advisor.
Pursuant to section
3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure
requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.
Notice to Prospective Investors
in Japan
The shares have
not been and will not be registered pursuant to Article 4, Paragraph 1 of the Financial Instruments and Exchange Act. Accordingly,
none of the shares nor any interest therein may be offered or sold, directly or indirectly, in Japan or to, or for the benefit
of, any “resident” of Japan (which term as used herein means any person resident in Japan, including any corporation
or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or
to or for the benefit of a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise
in compliance with, the Financial Instruments and Exchange Act and any other applicable laws, regulations and ministerial guidelines
of Japan in effect at the relevant time.
Notice to Prospective Investors
in Hong Kong
The shares have
not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (a) to “professional
investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance;
or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies
(Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within
the meaning of that Ordinance. No advertisement, invitation or document relating to the shares has been or may be issued or has
been or may be in the possession of any person for the purposes of issue, whether in Hong Kong or elsewhere, which is directed
at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under
the securities laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons
outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance and any rules
made under that Ordinance.
Notice to Prospective Investors
in Singapore
This prospectus
supplement has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus supplement
and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares
may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription
or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section
274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person, or any person
pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant
to, and in accordance with the conditions of, any other applicable provision of the SFA.
Where
the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is a corporation (which is not
an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire
share capital of which is owned by one or more individuals, each of whom is an accredited investor, the securities (as defined
in Section 239(1) of the SFA) of that corporation shall not be transferable for 6 months after that corporation has acquired the
shares under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person
(as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer in that corporation's securities pursuant
to Section 275(1A)
of the SFA, (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation
of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32 of the Securities and Futures (Offers
of Investments) (Shares and Debentures) Regulations 2005 of Singapore (“Regulation 32”).
Where
the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is
not an accredited investor (as defined in Section 4A of the SFA)) whose sole purpose is to hold investments and each beneficiary
of the trust is an accredited investor, the beneficiaries' rights and interest (howsoever described) in that trust shall not be
transferable for 6 months after that trust has acquired the shares under Section 275 of the SFA except: (1) to an institutional
investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer
arises from an offer that is made on terms that such rights or interest are acquired at a consideration of not less than $200,000
(or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of
securities or other assets), (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation
of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32.
Solely
for the purposes of its obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the SFA, all relevant persons (as defined
in Section 309A of the SFA) are hereby notified that the shares are “prescribed capital markets products” (as defined
in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in MAS
Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
WHERE
YOU CAN FIND ADDITIONAL INFORMATION
We
file annual, quarterly, and current reports, proxy statements and other information with the SEC. You may read any documents we
have filed with the SEC on the SEC’s website found at www.sec.gov and our website described below.
We
have filed with the SEC a Registration Statement on Form S-3 (File No. 333-222074) relating to the securities covered by this
prospectus supplement and the accompanying prospectus. This prospectus supplement is a part of the registration statement and
does not contain all the information in the registration statement. Whenever a reference is made in this prospectus supplement
or the accompanying prospectus to a contract or other document, the reference is only a summary and you should refer to the exhibits
that are a part of the registration statement for a copy of the contract or other document. You may review a copy of the registration
statement through the SEC’s website and our website.
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
The SEC’s rules allow
us to “incorporate by reference” information into this prospectus supplement. This means that we can disclose
important information to you by referring you to another document. Any information referred to in this way is considered part
of this prospectus supplement from the date we file that document. Any reports filed by us with the SEC after the date of
this prospectus supplement and before the date that the offering of securities by means of this prospectus supplement and the
accompanying prospectus is terminated will automatically update and, where applicable, supersede any information contained in
this prospectus supplement or incorporated by reference in this prospectus supplement.
We
incorporated by reference into this prospectus supplement and the accompanying prospectus the following documents or information
filed with the SEC (File No. 001-35913) other than, in each case, documents or information deemed to have been furnished and not
filed in accordance with the SEC’s rules:
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our
Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on
February 19, 2019;
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our
Quarterly Reports on Form 10-Q for the periods ended March 31, 2019, June 30, 2019, and
September 30, 2019, filed with the SEC on May 7, 2019, August 6, 2019, and November 5,
2019, respectively;
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the
description of our common stock contained in our Registration Statement on Form 8-A filed with the SEC on May 6, 2013, including any amendments or reports filed for the
purpose of updating such description.
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All
documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus supplement
and the accompanying prospectus and before the termination of the offering shall also be deemed to be incorporated herein by reference.
We are not, however, incorporating by reference any documents or portions thereof, whether specifically listed above or filed
in the future, that are not deemed “filed” with the SEC, including our compensation committee report and performance
graph or any information furnished pursuant to Item 2.02 or 7.01 of Form 8-K or certain exhibits furnished pursuant to Item 9.01
of Form 8-K.
AVAILABLE
INFORMATION
Our
filings with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all
amendments thereto, are available on our website as soon as reasonably practicable after the reports are filed with or furnished
to the SEC. Copies can be obtained free of charge in the “Investor Relations” section of our website at www.tristatecapitalbank.com.
Our SEC filings are also available through the SEC’s website at www.sec.gov. Copies of these
filings are also available by writing the Company at the following address:
TriState
Capital Holdings, Inc.
Attention:
Investor Relations
One
Oxford Centre
301
Grant Street, Suite 2700
Pittsburgh,
PA 15219
(412)
304-0304
The
information on our website is not incorporated by reference in this prospectus supplement or the accompanying prospectus and you
should not consider it a part of this prospectus supplement or the accompanying prospectus.
LEGAL
MATTERS
The validity
of the common stock offered by this prospectus will be passed upon by Karla Villatoro de Friedman, our General Counsel. As of
January 31, 2020, Ms. Villatoro de Friedman held 375 depositary shares, each representing a 1/40th ownership interest
in a share of our 6.75% Fixed-to-Floating Rate Series A Non-Cumulative Perpetual Preferred Stock, no par value, as well as 26,500
restricted shares of common stock and options to purchase 3,000 shares of common stock granted under our equity incentive
plans, and was eligible to receive additional equity awards under such plans. Other legal matters will be passed upon by
Covington & Burling LLP, Washington, DC. Certain legal matters in connection with the offering will be passed upon for the
underwriters by Davis Polk & Wardwell LLP, New York, NY, and for the Selling Shareholders by Arnold & Porter Kaye Scholer
LLP, Chicago, IL.
EXPERTS
The consolidated
financial statements of TriState Capital Holdings, Inc. and subsidiaries as of December 31, 2018 and 2017, and for each of the
years in the three-year period ended December 31, 2018, and management’s assessment of the effectiveness of internal control
over financial reporting as of December 31, 2018 have been incorporated by reference herein and in the registration statement
in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing.
Prospectus
TRISTATE CAPITAL HOLDINGS,
INC.
$170,000,000
Common Stock
Preferred Stock
Debt Securities
Warrants to Purchase
Common Stock, Preferred Stock or Debt Securities
Depositary Shares
Units
Selling
Stockholders
4,878,049 Shares of Common
Stock
From time to time, in one
or more offerings, we may offer and sell up to $170,000,000 in aggregate initial offering price of our (i) Common Stock, (2) Preferred
Stock, (3) Debt Securities, (4) Warrants to Purchase Common Stock, Preferred Stock or Debt Securities, (5) Depositary Shares or
(6) Units. Specific terms of such sales will be provided in supplements to this prospectus. We may also authorize one or more
free writing prospectuses to be provided to you in connection with any of these offerings.
In addition, this prospectus
relates to the resale from time to time of up to 4,878,049 shares of our Common Stock by the selling stockholders identified in
this prospectus. We will not receive any proceeds from the sale of shares by the selling stockholders.
You should read this prospectus
and any applicable prospectus supplement before you invest.
The selling stockholders
identified in this prospectus will pay any underwriting fees, discounts or commissions and transfer taxes relating to the registration
or sale of their shares. We will pay all other costs, fees and expenses incurred in effecting the registration of the shares covered
by this prospectus, including the SEC registration fee with respect to our shares and the selling stockholders' shares, fees and
expenses of our counsel and accountants, as well as the reasonable fees and disbursements of one counsel to the selling stockholders,
and any underwriting fees, discounts or commissions and transfer taxes relating to the registration or sale of our securities.
We may offer and sell the
securities that are to be offered by us and that are the subject of this prospectus, and the selling stockholders identified in
this prospectus, or their respective pledgees, donees, assignees, transferees or other successors in interests, may offer and
sell the shares of Common Stock owned by them that are the subject of this prospectus, in amounts, at prices and on terms to be
determined by market conditions and other factors at the time of the offering. The securities may be sold by any means described
in the section of this prospectus entitled “Plan of Distribution” of this prospectus or by any means described in
any applicable prospectus supplement.
Any prospectus
supplements and related free writing prospectuses may add, update or change information contained in this prospectus. You should
carefully read this prospectus and any accompanying prospectus supplement, together with the documents we incorporate by reference,
before you invest in our securities.
Our common stock is traded
on The Nasdaq Global Select Market, or NASDAQ, under the symbol “TSC.” On December 11, 2017, the closing sale
price of our common stock on the NASDAQ was $23.30 per share. You are urged to obtain current market quotations for our common
stock.
Investing in our common
stock involves certain risks. See “Risk Factors” beginning on page
2 and any risk factors included in any accompanying prospectus supplement and in the documents incorporated by reference in this
prospectus for a discussion of the factors you should carefully consider before deciding to purchase our common stock.
Neither the
Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed
upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of
this prospectus is December 21,
2017.
TABLE
OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus is part
of a registration statement that we filed with the Securities and Exchange Commission (the “SEC”) utilizing a “shelf”
registration process. Under this shelf registration process, we may, over time, offer and sell up to $170,000,000 in total initial
aggregate offering price of any combination of securities described in this prospectus, in one or more offerings and at prices
and on terms that we determine at the time of the offering. In addition, this prospectus and the registration statement include
up to 4,878,049 shares of our common stock that the selling stockholders identified in the prospectus may sell from time to time
in one or more offerings.
This prospectus provides
a general description of each of the securities we may offer, including of the shares of Common Stock the selling stockholders
may from time to time offer. Each time we offer securities covered by this prospectus we will provide a prospectus supplement
containing specific information about the terms of the securities being offered and the manner in which we are offering and selling
securities under this shelf registration statement. The prospectus supplement may include a discussion of any risk factors or
other special considerations that apply to those securities. In addition, depending on the manner in which the selling stockholders
sell securities covered by this prospectus, we may provide a prospectus supplement that will contain specific information about
the terms of that offering.
The prospectus supplement
may also add, update or change information contained in this prospectus. We may also authorize one or more free writing prospectuses
to be provided to you that may contain material information relating to these offerings. If there is any inconsistency between
the information in this prospectus and any prospectus supplement, you should rely on the information in the prospectus supplement.
You should read both this prospectus and any prospectus supplement together with the additional information described under the
heading “Where You Can Find More Information” in this prospectus.
You should rely only on
the information contained in or incorporated by reference in this prospectus, any accompanying prospectus supplement or in any
related free writing prospectus filed by us with the SEC. We have not authorized anyone to provide you with different information.
This prospectus and any accompanying prospectus supplement do not constitute an offer to sell or the solicitation of an offer
to buy any securities other than the common stock or an offer to sell or the solicitation of an offer to buy such securities in
any circumstances in which such offer or solicitation is unlawful. You should assume that the information appearing in this prospectus,
any prospectus supplement, the documents incorporated by reference and any related free writing prospectus is accurate only as
of their respective dates. Our business, financial condition, results of operations and prospects may have changed materially
since those dates.
Unless the context otherwise
indicates, references in this prospectus to “TriState,” the “Company,” “we,” “our”
and “us” refer, collectively, to TriState Capital Holdings, Inc., a Pennsylvania corporation, and its consolidated
subsidiaries.
ABOUT TRISTATE CAPITAL
HOLDINGS, INC.
TriState Capital Holdings,
Inc. (“we”, “us”, “our” or the “Company”) is a bank holding company headquartered
in Pittsburgh, Pennsylvania. The Company has three wholly owned subsidiaries: TriState Capital Bank (the “Bank”),
a Pennsylvania chartered bank; Chartwell Investment Partners, LLC (“Chartwell”), a registered investment advisor;
and Chartwell TSC Securities Corp. (“CTSC Securities”), a registered broker/dealer with the Securities and Exchange
Commission (“SEC”) and Financial Industry Regulatory Authority (“FINRA”). We market and distribute our
banking products and services through a scalable branchless banking model, which creates significant operating leverage throughout
our business as we continue to grow.
Through our bank subsidiary
we serve middle-market businesses in our primary markets throughout the states of Pennsylvania, Ohio, New Jersey and New York,
we serve treasury management and liquidity management clients on a national basis, and we serve high-net-worth individuals throughout
the United States through our private banking channel. Through our investment management subsidiary, we provide investment management
services to institutional, sub-advisory, managed account and private clients on a national basis. Our broker/ dealer subsidiary
supports the distribution and marketing efforts for Chartwell’s proprietary investment products.
Our principal
executive offices are located at One Oxford Centre, 301 Grant Street, Suite 2700, Pittsburgh, PA 15219 and our telephone number
at that address is (412) 304-0304.
RISK FACTORS
Investing in
our securities involves certain risks. You should carefully consider the risks and uncertainties described in this prospectus,
any prospectus supplement and the documents incorporated by reference herein or therein, including the risks and uncertainties
described in our most recent Annual Report on Form 10-K, as revised or supplemented by our subsequently filed Quarterly Reports
on Form 10-Q, and which may be amended, supplemented or superseded from time to time by other reports we file with the SEC in
the future. The risks and uncertainties described in this prospectus and the documents incorporated by reference herein are not
the only risks we face. Additional risks and uncertainties that we do not presently know about or that we currently believe are
not material may also adversely affect our business. For more information, please see “Where You Can Find More Information”
below.
FORWARD-LOOKING STATEMENTS
This prospectus, and the
information incorporated by reference in this prospectus, includes “forward-looking statements” within the meaning
of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). These forward-looking statements reflect our current views with respect to, among other things, future events and
our financial performance. These statements are often, but not always, made through the use of words or phrases such as “may,”
“should,” “could,” “predict,” “potential,” “believe,” “will
likely result,” “expect,” “continue,” “will,” “anticipate,” “seek,”
“estimate,” “intend,” “plan,” “projection,” “would” and “outlook,”
or the negative version of those words or other comparable of a future or forward-looking nature. These forward-looking statements
are not historical facts, and are based on current expectations, estimates and projections about our industry, management’s
beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control.
Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject
to risks, assumptions and uncertainties that are difficult to predict. Although we believe that the expectations reflected in
these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from
the results expressed or implied by the forward-looking statements. When considering forward-looking statements, you should keep
in mind the risk factors and other cautionary statements in this prospectus, as well as the risks outlined in “Part I, Item
1A. Risk Factors” in our
most recent Annual Report on Form 10-K, “Part II, Item 1A” of our Quarterly Reports
on Form 10-Q filed after that Annual Report, and in the other reports we file with the SEC.
There are or will be important
factors that could cause our actual results to differ materially from those indicated in these forward-looking statements, including,
but not limited to, the following:
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Deterioration of
our asset quality;
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Our
ability to prudently manage our growth and execute our strategy;
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Changes
in the value of collateral securing our loans;
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Business
and economic conditions generally and in the financial services industry, nationally and within our local market area;
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Changes
in management personnel;
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Our
ability to maintain important deposit customer relationships, our reputation and otherwise avoid liquidity risks;
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Our
ability to provide investment management performance competitive with our peers and benchmarks;
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Operational
risks associated with our business;
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Volatility
and direction of market interest rates;
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Increased
competition in the financial services industry, particularly from regional and national institutions;
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Changes
in the laws, rules, regulations, interpretations or policies relating to financial institutions, accounting, tax, trade, monetary
and fiscal matters;
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Further
government intervention in the U.S. financial system;
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Other
factors that are discussed in the section entitled “Risk Factors,”
in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 as
revised or supplemented by our Quarterly Reports on Form 10-Q, which are incorporated
by reference in this prospectus, and which may be amended, supplemented or superseded
from time to time by other reports we file with the SEC in the future, which are also
incorporated by reference in this prospectus, all of which are accessible at www.sec.gov.
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The foregoing
factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this
document. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions
prove to be incorrect, actual results may differ materially from what we anticipate. Accordingly, you should not place undue reliance
on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and we do
not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information,
future developments or otherwise. New factors emerge from time to time, and it is not possible for us to predict which will arise.
In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors,
may cause actual results to differ materially from those contained in any forward-looking statements.
USE OF PROCEEDS
Unless otherwise indicated
in a prospectus supplement, the net proceeds from the sale of the securities offered by us in this prospectus will be used for
general corporate purposes, including working capital, repayment of indebtedness or other capital restructuring, acquisitions
and other business purposes. We may also invest the proceeds in certificates of deposit, United States government securities,
certain other interest-bearing securities or money market securities until the proceeds are applied for specified purposes. If
we decide to use the net proceeds from a particular offering for a specific purpose other than as set forth above, we will describe
that purpose in the related prospectus supplement.
We will not
receive any proceeds from the sale of shares of our common stock by the selling stockholders. The selling stockholders will pay
any underwriting fees, discounts or commissions and transfer taxes relating to the offer or sale from time to time of their shares.
We will pay all other costs, fees and expenses incurred in effecting the registration of the shares of the selling stockholders
covered by this prospectus, including, without limitation the SEC registration fee with respect to those shares, fees and expenses
of our counsel and accountants, as well as the reasonable fees and disbursements of one counsel to the selling stockholders.
SELLING STOCKHOLDERS
The selling stockholders
identified in the table below purchased our Series C Preferred Stock in a private placement which closed on August 10, 2012. On
May 14, 2013, the date of the closing of our initial public offering, that Series C Preferred Stock was converted into the shares
of common stock that they may offer for resale from time to time pursuant to this prospectus. The table below sets forth information
relating to the selling stockholders as of November 30, 2017, based on information supplied to us by the selling stockholders
on or prior to that date. We have not sought to verify such information.
The common
stock of the selling stockholders is included in the registration statement that includes this prospectus in accordance with
our Registration Rights Agreement with them that is described in "Description of Common Stock" below. The selling
stockholders may offer the common stock for resale from time to time pursuant to this prospectus, however, they are under no
obligation to sell any of the common stock offered pursuant to this prospectus. Because the selling stockholders may sell
all, some or none of the common stock held by them, no assurance can be given as to the number of shares of common stock that
a selling stockholder will hold upon termination of any offering made hereby. The selling stockholders may hold or acquire at
any time shares of our common stock in addition to the shares offered by the prospectus and may have acquired additional
shares of our common stock since the date on which they provided the information in the table below. In addition, the selling
stockholders may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose of, at any time
and from time to time, the common stock held by them in transactions exempt from the registration requirements of the
Securities Act, after the date on which it provided the information set forth on the table below. For purposes of the table
below, however, we have assumed that after termination of this offering, none of the shares of common stock offered by this
prospectus will be held by the selling stockholders.
Beneficial ownership
for the purposes of this table is determined in accordance with the rules and regulations of the SEC. These rules generally provide
that a person is the beneficial owner of securities if such person has or shares the power to vote or direct the voting thereof,
or to dispose or direct the disposition thereof or has the right to acquire such powers within 60 days.
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Shares Beneficially Owned
Prior
to the Offering
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Shares Beneficially Owned
After the Offering(2)
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Name of Selling Stockholder
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Number
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Percentage(1)
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Shares Offered
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Number
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Percentage(1)
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Entities
affiliated with Lovell Minnick Partners LLC(3)
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4,878,049
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17
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%
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4,878,049
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—
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—
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%
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(1)
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Percentages based on 28,589,938
shares of common stock outstanding as of November 30, 2017.
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(2)
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Represents the amount
of common stock that will be held by the selling stockholders after completion of all offerings pursuant to this prospectus based
on the assumptions that (a) all shares registered for sale by the registration statement of which this prospectus forms a
part will be sold and (b) that no other shares of common stock are acquired or sold by the selling stockholders prior to
completion of such offerings. However, the selling stockholders may sell all, some or none of the shares offered pursuant to this
prospectus and may sell some or all of their shares pursuant to an exemption from the registration requirements of the Securities
Act.
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(3)
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Represents 3,373,693 shares
that are held of record by LM III TriState Holdings LLC and 1,504,356 shares that are held of record by LM III-A TriState Holdings
LLC. Lovell Minnick Partners LLC is the managing member of Fund III UGP LLC, which is the general partner of Lovell Minnick Equity
Advisors III LP, which is, in turn, the general partner of each of Lovell Minnick Equity Partners III LP and Lovell Minnick Equity
Partners III-A LP. Lovell Minnick Equity Partners III LP is a managing member of LM III TriState Holdings LLC and Lovell Minnick
Equity Partners III-A LP is a managing member of LM III-A TriState Holdings LLC. Investment decisions are made on behalf of Lovell
Minnick Partners LLC by the six-person Investment Committee of its Board of Managers. The business address for each of LM III
TriState Holdings LLC and LM III-A TriState Holdings LLC is 150 N. Radnor Chester Road, Suite A200, Radnor, Pennsylvania 19087.
Each of the foregoing persons expressly disclaims beneficial ownership of the reported shares except to the extent of its pecuniary
interest therein.
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The selling stockholders
have not held any position or office or had any other material relationship with us or any of our predecessors or affiliates within
the past three years other than as a result of the ownership of our securities, except that James Minnick, who is a Director of
TriState Capital, is an officer of Lovell Minnick Partners LLC.
RATIO OF EARNINGS TO
COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS
If we offer preferred stock
under this prospectus, then we will, at that time, provide a ratio of earnings to combined fixed charges and preferred stock dividends
in the applicable prospectus supplement for such offering.
DESCRIPTION OF SECURITIES
WE MAY OFFER
This prospectus
contains a description of our common stock and a summary of the material general terms of the other securities that we may offer.
The specific terms of the securities will be described in a prospectus supplement, information incorporated by reference, or free
writing prospectus, which may be in addition to or different from the general terms summarized in this prospectus. The applicable
prospectus supplement may add, update or change the terms and conditions of the securities as described in this prospectus. Further,
this summary is subject to, and qualified in its entirety by reference to, our articles of incorporation, as amended (the “articles
of incorporation”), and our bylaws, as amended (the “bylaws”), each of which is incorporated by reference, the
applicable provisions of the Pennsylvania Business Corporation Law, as amended, and other applicable provisions of Pennsylvania
law, and other documents relating to any securities sold pursuant to this prospectus. The summaries contained in this prospectus
and in any prospectus supplements, information incorporated by reference or free writing prospectus may not contain all of the
information that you would find useful. Accordingly, you should read the actual documents relating to any securities sold pursuant
to this prospectus. See “Where You Can Find More Information” and “Incorporation by Reference” for information
about how to obtain copies of those documents.
DESCRIPTION OF COMMON
STOCK
General
Our articles of incorporation
authorize us to issue a total of 45,000,000 shares of common stock, no par value per share. The authorized but unissued shares
of our capital stock will be available for future issuance without shareholder approval, unless otherwise required by applicable
law or the rules of any applicable securities exchange.
As of November 30,
2017, 28,589,938 shares of our common stock were issued and outstanding and held by approximately 139 shareholders of record.
Voting. Each
holder of our common stock is entitled to one vote for each share on all matters submitted to the shareholders, except as otherwise
required by law and subject to the rights and preferences of the holders of any outstanding shares of our preferred stock. Holders
of our common stock are not entitled to cumulative voting in the election of directors.
Dividends and other
distributions. Subject to certain regulatory restrictions discussed in this prospectus and to the rights of holders of
any preferred stock that we may issue, all shares of our common stock are entitled to share equally in dividends from legally
available funds, when, as, and if declared by our board of directors. Upon any voluntary or involuntary liquidation, dissolution
or winding up of our affairs, all shares of our common stock would be entitled to share equally in all of our remaining assets
available for distribution to our shareholders after payment of creditors and subject to any prior distribution rights related
to our preferred stock. For additional information, see “Supervision and Regulation-Dividends.”
Preemptive rights.
Holders of our common stock do not have preemptive or subscription rights to acquire any authorized but unissued shares
of our capital stock upon any future issuance of shares.
Preferred Stock.
Our articles of incorporation permit us to issue up to 150,000 shares of one or more series of preferred stock and authorize
our board of directors to designate the preferences, limitations and relative rights of any such series of preferred stock. See
“Description of our Preferred Stock” for a description of rights and preferences that series of our preferred stock
may have. At this time, no series of our preferred stock is authorized, issued and outstanding.
Although the creation and
authorization of preferred stock does not, in and of itself, have any effect on the rights of the holders of our common stock,
the issuance of one or more series of preferred stock may affect the holders of common stock in a number of respects, including
the following: by subordinating our common stock to the preferred stock with respect to dividend rights, liquidation preferences,
and other rights, preferences, and privileges; by diluting the voting power of our common stock; by diluting the earnings per
share of our common stock; and by issuing common stock, upon the conversion of the preferred stock, at a price below the fair
market value or original issue price of the common stock that is outstanding prior to such issuance.
Rights of Selling
Stockholders. In connection with our issuance of the Series C preferred stock to the Lovell Minnick funds, we entered
into a Preferred Stock Purchase Agreement, dated as of April 24, 2012, as amended. Pursuant to the Preferred Stock Purchase Agreement,
we agreed to comply with certain continuing obligations which, as in effect after our initial public offering, are described in
more detail below.
Board representation.
We agreed under the terms of the Preferred Stock Purchase Agreement as amended to appoint one individual designated by the
Lovell Minnick funds to serve in the following positions for us and for TriState Capital Bank: (1) a Class IV director (who had
a term that expired April 24, 2016) and, in the case
of the Bank, a director; (2) a member of the Compensation Committee; and
(3) a member of the Nominating and Corporate Governance Committee.
We also agreed that, for
so long as the Lovell Minnick funds collectively hold more than 4.9% of our outstanding common stock, we would nominate the director
designated by the Lovell Minnick funds for successive four-year terms and take any other lawful action within our power to cause
the designee to be elected for terms as a director of TriState Capital and TriState Capital Bank. In addition, we agreed that
vacancies created by any resignation or otherwise of a director designated by the Lovell Minnick funds will be filled with a successor
director that has been designated by the Lovell Minnick funds. If a director nominee that has been designated by the Lovell Minnick
funds is not elected for any reason, we have agreed that we will increase the number of directors, creating a vacancy on our board
of directors, and then fill that vacancy with the Lovell Minnick fund’s designee. Unless increased pursuant to this covenant,
we have agreed that the number of directors on our board will not exceed 14.
James E. Minnick
was appointed in August 2012 to, and continues to serve on, our board of directors and the board of directors of TriState Capital
Bank as the representative of the Lovell Minnick funds, and he also serves on certain of our committees, including the Compensation
Committee and the Nominating and Corporate Governance Committee.
Observer rights.
In addition to the above-described board representation rights, we also agreed that, for so long as the Lovell Minnick funds
collectively hold more than 4.9% of our outstanding common stock, we and TriState Capital Bank will invite one observer designated
by the Lovell Minnick funds to our respective board meetings. This observer will be entitled to attend meetings and take notes,
but will not be entitled to vote or participate in discussions at the meetings.
Indemnification.
We agreed under the terms of the Preferred Stock Purchase Agreement that we will be the indemnitor of “first resort”
with respect to any claims against the director designated by the Lovell Minnick funds for indemnification claims that are indemnifiable
by both us and the Lovell Minnick funds. Accordingly, to the extent that indemnification is permissible under applicable law,
we will have full liability for such claims (including for the advancement of any expenses) and we have waived all related rights
of contribution, subrogation or other recovery that we might otherwise have against the Lovell Minnick funds.
Registration Rights
In connection with our
issuance of the Series C preferred stock, we entered into a Registration Rights Agreement with the Lovell Minnick funds. The Registration
Rights Agreement provides that the holders of at least 50% of our common stock (on an as-converted basis) that is held by the
Lovell Minnick funds may require that we file a Form S-1 or similar “long-form” registration statement with the SEC
to register the shares of our common stock that are issuable upon conversion of our Series C preferred stock. It is a condition
to any such long-form demand registration that the aggregate offering price of the securities to be registered be at least $25.0
million.
In addition,
holders of at least 25% of our common stock (on an as-converted basis) that is held by the Lovell Minnick funds may require that
we file a Form S-3 or similar “short-form” registration statement with the SEC to register the shares of our common
stock that are issuable upon conversion of our Series C preferred stock. It is a condition to any such short-form demand registration
that the aggregate offering price of the securities to be registered be at least $10.0 million. We have agreed with the Lovell
Minnick funds that the registration statement that includes this prospectus constitutes such a “short form” registration
statement under the Registration Rights Agreement.
All demand registrations
pursuant to the Registration Rights Agreement will be short-form registrations whenever we are permitted to use any applicable
short form. We have agreed to use our best efforts to make short-form registrations available for the sale of any securities for
which registration rights are available under the Registration Rights Agreement.
We are required to pay
the expenses associated with the above-described demand registrations, including the registration relating to the offering made
by this prospectus, even if the registration is not completed. Lovell Minnick, as the holder of a majority of the securities included
in this demand registration has the right to select investment bankers and managers to administer the offering.
The Registration Rights
Agreement also provides certain “piggyback” registration rights to the Lovell Minnick funds which were waived with
respect to our initial public offering. Subject to certain limitations, in the event that we register any of our equity securities
under the Securities Act (other than pursuant to an above-described demand registration or in connection with registration statements
on Form S-4 or Form S-8), we must give notice to the Lovell Minnick funds of our intention to effect such a registration and must
include in the registration statement all registerable securities for which we have received a written request for inclusion.
We will be required to pay for all piggyback registration expenses, even if the registration is not completed. We will retain
the right to select the investment bankers and managers to administer any underwritten offering in which piggyback registration
rights are granted.
The rights of any person
to request a demand registration or to request inclusion in a piggyback registration pursuant to the Registration Rights Agreement
will terminate upon the earliest time after an initial public offering at which a holder of the registerable securities: (1) can
sell all shares held by it in compliance with Rule 144(b)(1)(i) or (ii) of the Securities Act; or (2) holds 1% or less of our
outstanding common stock and all of the registerable securities held by such holder may be sold in any three-month period without
registration in compliance with Rule 144.
Anti-Takeover Effect
of Governing Documents and Applicable Law
Provisions
of governing documents. Our articles of incorporation and bylaws contain certain provisions that may have the effect
of deterring or discouraging, among other things, a non-negotiated tender or exchange offer for our common stock, a proxy
contest for control of TriState Capital, the assumption of control of TriState Capital by a holder of a large block of our
voting stock and the removal of our management. These provisions: empower our board of directors, without shareholder
approval, to issue our preferred stock, the terms of which, including voting power, are set by our board of directors; divide
our board of directors into four classes serving staggered four-year terms; eliminate cumulative voting in elections of
directors; require the request of holders of at least 10% of the outstanding shares of our capital stock entitled to vote at
a meeting to call a special shareholders’ meeting; and require at least 60 days’ advance notice of nominations
for the election of directors and the presentation of shareholder proposals at meetings of shareholders.
Provisions of applicable
law. The Pennsylvania Business Corporation Law also contains certain provisions applicable to us which may have the effect
of impeding a change in control of TriState Capital. These provisions, among other things: prohibit shareholders from calling
a special meeting, in most circumstances, or by acting by less than unanimous written consent; prohibit shareholders from proposing
amendments to a corporation’s articles of incorporation; require (under Subchapter E of Chapter 25) that, following any
acquisition by any person or group of 20% of a public corporation’s voting power, the remaining shareholders have the right
to receive payment for their shares, in cash, from such person or group in an amount equal to the “fair value” of
the shares, including an increment representing a proportion of any value payable for control of the corporation; prohibit (under
Subchapter F of Chapter 25) for five years, subject to certain exceptions, a “business combination” (which includes
a merger or consolidation of the corporation or a sale, lease or exchange of assets)
with a person or group beneficially owning
20% or more of a public corporation’s voting power, provided that this provision does not apply to any business combinations
approved by a corporation’s board of directors; generally prohibit (under Subchapter G of Chapter 25) a person or group
who or which acquires voting power in an election of directors in excess of certain thresholds (20%, 33 1/3% and 50%) for the
first time from voting the “control shares” (i.e., the shares acquired which result in the person exceeding the applicable
threshold, plus all voting shares acquired in the preceding 180 days and any other voting shares acquired with the intent of making
a “control-share acquisition”) unless voting rights are restored at a shareholders meeting requested by the acquiring
shareholder by the affirmative vote of a majority of the shares eligible to vote in elections of directors of both (1) the disinterested
shareholders and (2) all voting shares; require (under Subchapter H of Chapter 25) any person or group that publicly announces
that it may acquire control of a public company, or that acquires or publicly discloses an intent to acquire twenty percent (20%)
or more of the voting power of a public company, to disgorge to the corporation any profits that it receives from sales of the
corporation’s equity securities purchased over the prior 24 or subsequent 18 months; require (under Subchapter I of Chapter
25) the payment of minimum severance benefits to certain employees whose employment is terminated within two years of the approval
of a control-share acquisition under Subchapter G of Chapter 25 of the Act; prohibit (under Subchapter I of Chapter 25) the cancellation
of certain labor contracts in connection with a control-share acquisition under Subchapter G of Chapter 25 of the Act; expand
the factors and groups (including, without limitation, shareholders) that a corporation’s board of directors can consider
in determining whether an action or transaction is in the best interests of the corporation; provide that a corporation’s
board of directors need not consider the interests of any particular stakeholder group as dominant or controlling in determining
whether an action or transaction is in the best interests of the corporation; provide that a corporation’s directors, in
order to satisfy the presumption that they have acted in the best interests of the corporation, need not satisfy any greater obligation
or higher burden of proof with respect to actions relating to an acquisition or potential acquisition of control; and provide
that the fiduciary duty of a corporation’s directors is due solely to the corporation and may be enforced by the corporation
or by a shareholder in a derivative action, but not directly by a shareholder.
In addition to the foregoing,
the Pennsylvania Business Corporation Law also explicitly provides that the fiduciary duties of directors do not require them
to redeem any rights under, or to modify or render inapplicable, any shareholder rights plan; render inapplicable, or make determinations
under, provisions of the Act relating to control transactions, business combinations, control-share acquisitions or disgorgement
by certain controlling shareholders following attempts to acquire control; or act as the board of directors, a committee of the
board or an individual director, solely because of the effect that the action could have on an acquisition or potential acquisition
of control of the corporation or the consideration that might be offered or paid to shareholders in such an acquisition.
The Pennsylvania Business
Corporation Law further provides that any act of the board of directors, a committee of the board or an individual director relating
to or affecting an acquisition or potential or proposed acquisition of control to which a majority of the disinterested directors
have assented will be presumed to satisfy the standard of care set forth in the statute, unless it is proven by clear and convincing
evidence that disinterested directors did not consent to such act in good faith after reasonable investigation. As a result of
this and the other provisions of the Pennsylvania Business Corporation Law, our directors have broad discretion with respect to
actions that may be taken in response to acquisitions or proposed acquisitions of corporate control.
Through amendments to our
articles of incorporation, we have opted out of coverage by Subchapters E, G and H of the Pennsylvania Business Corporation Law
which are described above. As a result, those provisions would not apply to a non-negotiated attempt to acquire control of TriState
Capital, although such an attempt would still be subject to the special provisions of our governing documents described in the
paragraphs above.
The
overall effect of these provisions may be to deter a future offer or other merger or acquisition proposals that a majority of
our shareholders might view to be in their best interests as the offer might include a substantial premium over the market
price of our common stock at that time. In addition, these provisions may have the
effect of assisting our board of directors
and our management in retaining their respective positions and placing them in a better position to resist changes that the
shareholders may want to make if dissatisfied with the conduct of our business.
DESCRIPTION OF PREFERRED
STOCK
General
The following outlines
the general provisions of the shares of preferred stock which we may offer from time to time. The specific terms of a series of
preferred stock will be described in the applicable prospectus supplement relating to that series of preferred stock. The following
description of the preferred stock and any description of preferred stock in a prospectus supplement is only a summary and is
subject to and qualified in its entirety by reference to the articles of amendment to our articles of incorporation relating to
the particular series of preferred stock, a copy of which we will file with the SEC in connection with the sale of any series
of preferred stock.
Our articles of incorporation
permit us to issue, without shareholder approval, up to 150,000 shares of one or more series of preferred stock and authorize
our board of directors to designate the preferences, limitations and relative rights of any such series of preferred stock. Each
share of a series of preferred stock will have the same relative rights as, and be identical in all respects with, all the other
shares of the same series. Preferred stock may have voting rights, subject to applicable law and determination at issuance of
our board of directors. While the terms of preferred stock may vary from series to series, holders of our common stock should
assume that all shares of preferred stock will be senior to our common stock in respect of distributions and on liquidation. At
this time, no series of our preferred stock is authorized, issued and outstanding.
In addition, as described
under “Description of Depositary Shares,” we may, instead of offering full shares of any series of preferred stock,
offer depositary shares evidenced by depositary receipts, each representing a fraction of a share of the particular series of
preferred stock issued and deposited with a depositary. The fraction of a share of preferred stock which each depositary share
represents will be set forth in the prospectus supplement relating to such depositary shares.
The prospectus supplement
relating to a particular series of preferred stock will contain a description of the specific terms of that series, including,
as applicable:
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the title, designation,
number of shares and stated or liquidation value of the preferred stock;
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the dividend amount
or rate or method of calculation, the payment dates for dividends and the place or places where the dividends will be paid, whether
dividends will be cumulative or noncumulative, and, if cumulative, the dates from which dividends will begin to accrue;
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any conversion or
exchange rights;
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whether the preferred
stock will be subject to redemption and the redemption price and other terms and conditions relative to the redemption rights;
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any liquidation rights;
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any sinking fund
provisions;
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the exchange or market,
if any, where the preferred stock will be listed or traded; and
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any other rights,
preferences, privileges, limitations and restrictions that are not inconsistent with the terms of our articles of incorporation.
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Upon the issuance and payment
for shares of preferred stock, the shares will be fully paid and nonassessable. Except as otherwise may be specified in the prospectus
supplement relating to a particular series of preferred stock, holders of preferred stock will not have any preemptive or subscription
rights to acquire any class or series of our capital stock and each series of preferred stock will rank on a parity in all respects
with each other series of our preferred stock and prior to our common stock as to dividends and any distribution of our assets.
As stated
above in the “Description of Our Common Stock”, the authorization of the preferred stock could have the effect of
making it more difficult or time consuming for a third party to acquire a majority of our outstanding voting stock or
otherwise effect a change of control. Shares of the preferred stock may also be sold to third parties that indicate that they
would support the board of directors in opposing a hostile takeover bid. The availability of the preferred stock could have
the effect of delaying a change of control and of increasing the consideration ultimately paid to our shareholders. The board
of directors may authorize the issuance of preferred stock for capital-raising activities, acquisitions, joint ventures or
other corporate purposes that have the effect of making an acquisition of the Company more difficult or costly, as could also
be the case if the board of directors were to issue additional common stock for such purposes. See “Anti-Takeover
Effects of Governing Documents and Applicable Law.”
Redemption
If so specified in the
applicable prospectus supplement, a series of preferred stock may be redeemable at any time, in whole or in part, at our option,
and may be mandatorily redeemable or convertible. Restrictions, if any, on the repurchase or redemption by us of any series of
our preferred stock will be described in the applicable prospectus supplement relating to that series. Generally, any redemption
of our preferred stock will be subject to prior Federal Reserve approval. Any partial redemption of a series of preferred stock
would be made in the manner described in the applicable prospectus supplement relating to that series.
Upon the redemption date
of shares of preferred stock called for redemption or upon our earlier call and deposit of the redemption price, all rights of
holders of the preferred stock called for redemption will terminate, except for the right to receive the redemption price.
Dividends
Holders of each series
of preferred stock will be entitled to receive cash dividends only when, as and if declared by our board of directors out of funds
legally available for dividends on such preferred stock. The rates or amounts and dates of payment of dividends will be described
in the applicable prospectus supplement relating to each series of preferred stock. Dividends will be payable to holders of record
of preferred stock on the record dates fixed by our board of directors. Dividends on any series of preferred stock may be cumulative
or noncumulative, as described in the applicable prospectus supplement.
Our board
of directors may not declare, pay or set apart funds for payment of dividends on a particular series of preferred stock unless
full dividends on any other series of preferred stock that ranks equally with or senior to such series of preferred stock with
respect to the payments of dividends have been paid or sufficient funds have been set apart for payment for either of the
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all prior dividend
periods of each such series of preferred stock that pay dividends on a cumulative basis; or
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the immediately preceding
dividend period of each such series of preferred stock that pays dividends on a noncumulative basis.
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Partial dividends declared
on shares of any series of preferred stock and other series of preferred stock ranking on an equal basis as to dividends will
be declared pro rata. A pro rata declaration means that the ratio of dividends declared per share to accrued dividends per share
will be the same for all series of preferred stock of equal priority.
Liquidation Preference
In the event of the liquidation,
dissolution or winding-up of us, holders of each series of preferred stock will have the right to receive distributions upon liquidation
in the amount described in the applicable prospectus supplement relating to each series of preferred stock, plus an amount equal
to any accrued but unpaid dividends. These distributions will be made before any distribution is made on our common stock or on
any securities ranking junior to such preferred stock upon liquidation, dissolution or winding-up.
However, holders of the
shares of preferred stock will not be entitled to receive the liquidation price of their shares until we have paid or set aside
an amount sufficient to pay in full the liquidation preference of any class or series of our capital stock ranking senior as to
rights upon liquidation, dissolution or winding up. Unless otherwise provided in the applicable prospectus supplement, neither
a consolidation or merger of the Company with or into another corporation nor a merger of another corporation with or into the
Company nor a sale or transfer of all or part of the Company’s assets for cash or securities will be considered a liquidation,
dissolution or winding up of the Company.
If the liquidation
amounts payable to holders of preferred stock of all series ranking on a parity regarding liquidation are not paid in full, the
holders of the preferred stock of these series will have the right to a ratable portion of our available assets up to the full
liquidation preference. Holders of these series of preferred stock or such other securities will not be entitled to any other
amounts from us after they have received their full liquidation preference.
Conversion and Exchange
The prospectus
supplement will indicate whether and on what terms the shares of any future series of preferred stock will be convertible into
or exchangeable for shares of any other class, series or security of the Company or any other corporation or any other property
(including whether the conversion or exchange is mandatory, at the option of the holder or our option, the period during which
conversion or exchange may occur, the initial conversion or exchange price or rate and the circumstances or manner in which the
amount of common or preferred stock or other securities issuable upon conversion or exchange may be adjusted). It will also indicate
for preferred stock convertible into common stock, the number of shares of common stock to be reserved in connection with, and
issued upon conversion of, the preferred stock (including whether the conversion or exchange is mandatory, the initial conversion
or exchange price or rate and the circumstances or manner in which the amount of common stock issuable upon conversion or exchange
may be adjusted) at the option of the holder or our option and the period during which conversion or exchange may occur.
Voting Rights
The holders of shares of
preferred stock will have no voting rights, except:
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as otherwise stated
in the applicable prospectus supplement;
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as otherwise stated
in the articles of amendment to our articles of incorporation establishing the series of such preferred stock; and
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as otherwise required
by applicable law.
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Transfer Agent and Registrar
The transfer
agent, registrar, dividend paying agent and depositary, if any, for any preferred stock offering will be stated in the applicable
prospectus supplement.
DESCRIPTION OF DEPOSITARY
SHARES
General
This section of the prospectus
describes the material terms and provisions of depositary shares which we may offer from time to time. If and when we offer
to sell depositary shares of our preferred stock, we will describe the specific terms of the offering and the depositary shares
in a prospectus supplement. The applicable prospectus supplement will also indicate whether the terms and provisions described
in this prospectus apply to the depositary shares offered by us. This summary is not complete and is qualified in its entirety
by reference to our articles of incorporation, bylaws and any applicable provisions of Pennsylvania law.
Depositary shares are fractional
shares of preferred stock. Each depositary share will represent a certain fraction of a share of a certain series of preferred
stock. If we decide to offer and sell depositary shares, the fractional amount of preferred stock that the depositary share represents,
the underlying series of such preferred stock, and the powers, designations, preferences, and other terms and rights of the underlying
series of preferred stock will be specified in the applicable prospectus supplement.
If we choose to issue depositary
shares, we will (1) deposit the underlying preferred stock represented by each depositary share with a depositary (the “preferred
stock depositary”), (2) enter into a deposit agreement with the preferred stock depositary and the holders of the depositary
shares, and (3) issue depositary receipts for any depositary shares we sell. Subject to the terms of the deposit agreement and
depositary receipt, each holder of one or more depositary shares will be entitled to all of the rights and preferences of the
series of preferred stock underlying the depositary shares in proportion to the applicable fraction of preferred stock represented
by the depositary share. These rights may include dividend, voting, redemption, conversion and liquidation rights.
We will identify
the preferred stock depositary and describe the material terms of the depositary shares, depositary receipts, deposit agreement,
and underlying series of preferred stock in a prospectus supplement relating to the offering of depositary shares. You should
also refer to the forms of the deposit agreement and depositary receipts that will be filed with the SEC as an exhibit to the
applicable prospectus supplement.
Voting
Holders of depositary shares
are entitled to the same voting rights, if any, in the applicable proportional amount, as holders of the series of preferred stock
represented by the depositary shares. If holders of the underlying preferred stock are entitled to vote at any meeting of shareholders,
the preferred stock depositary will
mail the notice of such meeting to the holders of depositary shares. The record date for voting
the depositary shares will be the same as the record date for voting the underlying preferred stock. Each holder of one or more
depositary shares will be furnished with certain information about the shareholder meeting, including notice, reports, and proxy
solicitation material, and will be able to vote his or her depositary shares by giving instructions to the preferred stock depositary
in accordance with the information provided in the proxy material.
Dividends
Holders of depositary shares
are entitled to the same dividend and other distribution rights, in the applicable proportional amount, as holders of the series
of preferred stock represented by the depositary shares. If we offer depositary shares, we will include a description of the dividend
rights of the underlying preferred stock in the applicable prospectus supplement. The par value of the underlying preferred stock,
if any, the dividend rate, and whether the dividends are cumulative or non-cumulative will be included in such description.
The record date for receiving
dividends on behalf of depositary shares will be the same as the record date for the underlying preferred stock. If we issue dividends
to the holders of the underlying series of preferred stock, each holder of depositary shares will receive a proportional amount
of such dividend equal to (i) the fraction of a share of preferred stock represented by a depositary share, multiplied by (ii)
the number of depositary shares held by such holder. The payment of dividends to holders of depositary shares will be facilitated
in a manner similar to the payment of dividends to holders of our common and preferred stock.
Redemption, Conversion
and Liquidation
Our ability to redeem depositary
shares will be the same as our ability to redeem shares of the underlying series of preferred stock. This ability will be outlined
in the prospectus supplement accompanying the offering of the depositary shares. The redemption price for each depositary share
will be (i) the redemption price for a share of the underlying preferred stock, multiplied by (ii) the fractional amount of a
share of preferred stock represented by the depositary share.
If we issue a stock dividend
or stock split with respect to the underlying preferred stock, reclassify the underlying preferred stock, exchange shares of the
underlying preferred stock for a different class of securities, or upon any recapitalization, reorganization, merger or consolidation,
the holders of depositary shares will be entitled to the same rights and treatment - on a proportional basis - as the holders
of the underlying preferred stock. These actions will likely be effectuated through the preferred stock depositary. Please refer
to the prospectus supplement accompanying any offering of depositary shares for more information on our ability to exercise the
aforementioned changes.
If the Company is liquidated
or wound up and dissolved, holders of depositary shares will receive the same distribution and other rights as holders of the
underlying series of preferred stock in an amount proportional to the fraction of a share of preferred stock represented by a
depositary share. The liquidation preference and related rights of the underlying preferred stock will be outlined in the applicable
prospectus supplement.
Withdrawal of the Underlying
Preferred Stock
Holders of depositary
shares may have the right to withdraw the underlying preferred stock represented by their depositary shares. The existence of
this right and the terms and requirements related thereto will be outlined in the applicable prospectus supplement. If a holder
of depositary shares wishes to withdraw the underlying preferred stock, he or she will need to surrender the depositary receipt
and pay all taxes, charges and fees provided for in the deposit agreement. The deposit agreement may provide that only whole shares
of the underlying preferred stock may be withdrawn and that shares of preferred stock may not be redeposited in exchange for depositary
shares. Please refer to the form deposit agreement that will be attached to any prospectus supplement relating to the offering
of depositary shares.
Other Rights
If the
holders of the underlying preferred stock have the right to subscribe for or purchase additional securities or any other
rights, preferences, or privileges, the same rights, preferences, and privileges will apply to holders of depositary shares
in the respective proportional amount. These rights will be outlined in the applicable prospectus supplement. The preferred
stock depositary may also be able to sell certain of those rights, preferences, and privileges, whether through warrants or
otherwise, and the net proceeds of such sale will be distributed to the holders of depositary shares entitled to such
proceeds.
The deposit agreement may
also provide holders of depositary shares with the right to inspect the transfer books of the preferred stock depositary and to
access and/or obtain a copy of the list of holders of depositary receipts. These rights, if applicable, will be contained in the
deposit agreement. Further, the preferred stock depositary will forward or make available, as applicable, any reports and communications
from us with respect to the underlying preferred stock to the holders of depositary shares.
Amendment and Termination
The deposit agreement and
depositary receipts may be amended, extended, or terminated by us if certain requirements are satisfied. Our ability to do so
will be described in detail in the applicable prospectus supplement and form deposit agreement and depositary receipt attached
thereto. The depositary agreement may be terminated if (i) all the outstanding depositary shares have been redeemed or (ii) there
has been a final distribution in respect of our preferred stock in connection with our liquidation, winding up, or dissolution.
The deposit agreement may
allow us to change the preferred stock depositary or allow the preferred stock depositary to resign. If the preferred stock depositary
resigns, a new preferred stock depositary will be appointed to assume the role of preferred stock depositary of our depositary
shares. Any preferred stock depositary we use must meet certain requirements, which will be described in the applicable prospectus
supplement.
Limitation of Liability
The deposit agreement may
also provide for a limitation on the liability of both us and the preferred stock depositary. Under the deposit agreement, we
may agree to indemnify the preferred stock depositary. With respect to the holders of depositary shares, our liability and the
liability of the preferred stock depositary may be limited as follows:
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we may only be required
to take the actions set forth in the deposit agreement in good faith;
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we will not be liable
if a change in the law or other circumstances beyond our control inhibit our ability to perform certain obligations under the
deposit agreement;
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we may have discretionary
authority under the deposit agreement, and we will not be liable for actions taken within our discretionary authority;
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we may not be required
to take certain actions under the deposit agreement unless we are provided with satisfaction indemnification from the holders
of the depositary shares; and
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we will be permitted
to rely in good faith on the advice of legal counsel and other experts under certain circumstances.
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Fees and Charges Against
Holders of Depositary Shares
Certain fees
and charges related to the issuance, existence, and ownership of the depositary shares will be paid by us and certain of those
fees and charges must be paid by the holders of the depositary shares. Those fees and charges that must be paid by the holders
may be charged against dividends and other distributions received on behalf of the depositary shares and/or the underlying shares
of preferred stock. Detailed information with respect to the amount, recipient, and party responsible for the payment of fees
and charges related to (i) the deposit, substitution, or withdrawal of the underlying preferred stock, (ii) the receipt and distribution
of dividends, (iii) the sale or exercise of certain rights, and (iv) the transfer, splitting, or grouping of depositary receipts
will be provided in the applicable prospectus supplement and the attachments thereto.
DESCRIPTION OF DEBT SECURITIES
General
This section
of the prospectus describes the material terms of our debt securities, which may be senior debt securities or subordinate debt
securities. When we offer to sell our debt securities, we will describe the specific terms of the offering and the debt securities
in a prospectus supplement. The information provided in the prospectus supplement may differ from the information provided herein.
In such instances, the prospectus supplement will control. We urge you to read the prospectus supplement and any other offering
material carefully and in its entirety. This summary is not complete and is qualified in its entirety by reference to the prospectus
supplement and any accompanying exhibits, our articles of incorporation, bylaws and any applicable provisions of Pennsylvania
law.
Any debt securities we
issue will be issued under an indenture, which is an agreement between us and the trustee for the debt securities. We have provided
the form of the indentures for both the senior and subordinate debt securities as exhibits to this registration statement. The
indentures will be governed by the Trust Indenture Act of 1933, as amended, and may be amended by us from time to time. Please
refer to the form indentures for additional information about the indentures and the debt securities to which they relate. When
we refer to the “indenture” throughout this section, we are referring to the indenture for the applicable debt securities.
Unless otherwise specified
in the applicable prospectus supplement, any debt securities that we issue will be our direct unsecured obligations. Senior debt
securities will rank equally with all of our other unsecured and unsubordinated debt obligations. Subordinate debt securities
will be junior to any senior debt securities and other unsubordinated debt obligations. The applicable prospectus for any debt
securities we issue will describe the priority of the securities relative to our other debt securities and obligations.
If we issue senior or subordinate
debt securities, the terms of the debt securities and the final form of indenture will be provided in a prospectus supplement.
Please refer to the prospectus supplement and the form of indenture attached thereto for the terms and conditions of the offered
debt securities. The terms and conditions may include:
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the title of the
debt securities;
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the number of debt
securities we can issue under the indenture, which may be unlimited;
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any limit on the
aggregate principal amount of the debt securities;
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the price or prices
at which we will sell the debt securities, which will be expressed as a percentage of the principal amount and which may be sold
at par, at a premium, or at a discount;
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the denomination
or denominations of the debt securities;
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whether the debt
securities will be senior or subordinated, including additional subordination provisions as needed;
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the maturity date
(the date on which the entire principal will be due), which may vary amongst debt securities in the same series;
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whether the debt
securities will bear interest and, if so, the interest rate or rates, whether the rates are fixed or variable, the date or dates
from which interest will start accruing, and the date or dates when the interest will be payable by us;
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the date or dates
on which we will make payments of principal and interest, if any, on the debt securities;
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if the payment of
principal and interest, if any, is contingent and, if so, a description of such contingency;
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the place or places
where we can make payments of principal and interest, if any, on the debt securities;
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the place or places
where holders of debt securities can give notices or demands to us;
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the place or places
where holders of debt securities will receive notices or other information from us;
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the terms and conditions
under which we may be permitted or required to redeem the debt securities, including any sinking fund provisions;
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the terms and conditions
under which we may be permitted or required to repurchase the debt securities;
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the terms and conditions
under which we may be permitted or required to retire the debt securities;
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whether the debt
securities are convertible into common stock or another type of securities and, if so, terms and conditions related to conversion;
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whether the debt
securities will be certificated and/or in bearer form;
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whether the debt
securities will be permanent global debt securities or temporary global debt securities and, if so, the terms and conditions related
thereto;
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information with
respect to book-entry procedures, if any;
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a description of
the events that qualify as an event of default and whether or not we must furnish periodic evidence showing that an event of default
does not exist or that we are in compliance with the terms of the indenture;
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the terms and conditions
of acceleration of the debt securities and any other repercussions of an event of default;
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the requirements
for the trustee to take action under the indenture and what indemnification, if any, the trustee may require before proceeding;
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the covenants we
will undertake with respect to the indenture and underlying debt securities;
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information regarding
any lien or other instrument securing the debt securities, if any, and terms and conditions relating to the modification of the
terms of the security or rights of security holders;
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the identity of the
trustee and the nature of any material relationship between the trustee and us or any of our subsidiaries;
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the identity of any
security registrar, paying agent, depositary, and interest rate calculation agent for the debt securities;
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applicable material
income tax implications; and
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any other terms of
the debt securities.
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If we issue subordinate
debt securities, we will also provide in the applicable prospectus supplement the aggregate amount of our indebtedness that is
senior to the subordinate debt securities, including but not limited to any senior debt securities, as of the most recent practicable
date. We will also describe the terms and conditions under which we can issue additional debt securities and incur additional
other debt obligations that may be senior to the subordinate debt securities. The indentures may permit us to issue additional
debt securities, in the same or a different series, without the consent of the holders of existing debt securities. These new
debt securities may be equal to or superior in priority to the existing debt securities.
The debt securities are
our debt and our assets include equity in our subsidiaries. Our ability to make payments on our debt securities may depend on
the ability of our subsidiaries to pay us dividends or issue us loans or other funds. Our subsidiaries’ ability to pay dividends
is restricted by certain regulations and sound banking principals. Further, if our subsidiaries become insolvent, creditors of
our subsidiaries will have priority to its assets. Our right to our subsidiaries’ assets, and our ability to use those assets
to satisfy our debt securities, will be subordinate to our subsidiaries’ creditors. Further, the terms of any debt securities
offering may provide that, in the event of default and acceleration, the amount of principal due under acceleration may be less
than the amount of stated principal.
Interest and Principal
Payments
We will make payments of
principal and interest, if any, to the holders of our debt securities. All payments will be made in U.S. dollars. The payments
may be effectuated through a depositary, paying agent, or other third party. The payments will be made to the registered holder
of the debt security at the close of business on the applicable record date. If the debt securities are held in certificated form,
the paying agent will make payments by check or wire transfer to the address or bank account designed by the holder of the debt
securities. If the debt securities are held as global securities, the depositary will credit the holders’ accounts after
receiving payment by wire transfer from us. TriState and the trustee may not be responsible for maintaining records of ownership
or payment transfers on behalf of the debt securities. Any delegation or limitation of this liability will be outlined in the
applicable prospectus supplement. Payments made by the depositary on behalf of debt securities held as global securities will
also be governed by the depositary’s customary policies and practices and any standing customer instructions.
We will
not be obligated to compensate the holders of our debt securities for any federal income tax withheld by us for purposes of satisfying
holders’ federal income tax obligations on behalf of the debt securities.
Transfer
The debt securities, including
the right to receive payment of principal and interest, if any, may be transferred from one holder to another under the terms
of the applicable indenture. If the debt securities are certificated, the holder must surrender the certificate evidencing the
debt securities. If the debt securities are global debt securities, they can be transferred only as permitted by the depositary
of the global debt securities. The transfer terms applicable to any debt securities we offer will be outlined in the prospectus
supplement and form of indenture accompanying such offering.
Redemption, Repayment,
and Repurchase
The applicable prospectus
supplement and indenture may contain terms and conditions that permit or require us to redeem outstanding debt securities. We
may be permitted to exercise a partial redemption, where we redeem some but not all of the debt securities. Any partial redemption
will be carried out in a fair and reasonable manner as determined by the trustee, the depositary, or some other third party agent.
Contingent on our payment of the redemption price for the debt securities, the debt securities will cease to accrue interest as
of the redemption date.
The holders
of our debt securities may have the option to demand that we repay such debt security on a certain date or dates prior to the
maturity date. The applicable prospectus supplement will indicate if this option is available and, if so, the option dates, repayment
amount, notice requirements, and other terms related thereto. Unless indicated otherwise, the repayment price will be equal to
the full outstanding principal amount plus any accrued interest. In order to exercise the early repayment option, if any, the
payment agent must receive proper notice. If the debt security is held in global security form, the depositary or its nominee
will be the only party that can exercise a right to repayment.
We may repurchase our debt
securities at any price on the open market or otherwise. Repurchased debt securities may be held by us, resold, or canceled at
our discretion.
Change in Control
Unless the applicable prospectus
supplement states otherwise, a change in control of TriState will not affect our debt securities or the rights of the holders
thereof. A change in control will not be considered an event of default and will not trigger acceleration of the debt securities.
A change in control may adversely affect the value of the debt securities.
Consolidation, Merger,
or Sale of Substantially All Assets
If we offer debt securities,
the indenture will permit us to consolidate with another company, merge with and into another company, and sell all or substantially
all of our assets under certain circumstances. These circumstances may include the requirements that:
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the surviving company,
in the case of a consolidation or merger, or the acquiror, in the case of a sale of all or substantially all of our assets, is
a validly existing domestic company that assumes all of our obligations under the indenture and with respect to the debt securities;
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the transaction will
not result in an event of default under the indentures; and
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certain other requirements.
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These requirements will
be described more fully in the prospectus supplement and form of indenture accompanying any offering of our debt securities. The
surviving company or acquiror will also be assigned all of our rights under the indenture.
Events of Default
Certain events will constitute
an “event of default” by us under the indenture. There may be certain repercussions if an event of default occurs,
such as acceleration of the principal amount due by us under the debt securities or waiver of some of our rights under the indenture.
The circumstances that constitute an event of default and the repercussions thereof will be more fully described in the prospectus
supplement and accompanying form of indenture. Events of default may include:
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failure by us to
make a required payment of principal and/or interest for a certain period of time, such as 30 days, after such payment is due;
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failure by us to
make a required sinking fund payment for a certain period of time, such as 30 days, after such payment is due;
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breach by us of performance
of any other of our obligations under the indenture, if such breach continues for a certain period of time, such as 60 days, after
proper notice thereof is received by us;
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breach by us of one
or more of our covenants and warranties under the indenture, if such breach continues for a certain period of time, such as 60
days, after proper notice thereof is received by us;
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certain events of
our bankruptcy, insolvency, or reorganization; and
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Events of default will
apply separately to each series of our debt securities. However, an event of default under one series of our debt securities may
constitute an event of default under another series of our debt securities.
If an event of default
occurs, the trustee, and in certain circumstances the holders of our debt securities, may have the ability to initiate proceedings
against us to enforce the acceleration and other default repercussion terms, if any, under the indenture. In order to so do, however,
certain requirements must be met. These requirements will be described in the prospectus supplement and form of indenture accompanying
any offering of our debt securities. These requirements may include:
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reasonable and satisfactory
indemnification of the trustee by the holders of the debt securities;
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proper notice of
default or breach from the holders of debt securities to the trustee;
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proper notice of
default or breach from the trustee or the holders of debt securities to us; and
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the trustee has not
received inconsistent directions from the holders of our debt securities.
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Notwithstanding
the foregoing, the holders of our debt securities will have an absolute right to receive payment of the principal and interest
due on the debt securities under the terms of the indenture and to initiate proceedings to enforce such right to payment. Further,
we may be required under the terms of the indenture to provide periodic assurance or evidence that we have met all of our obligations
related to the debt securities.
Amendment of Indenture
We may amend the indenture,
including our rights and obligations, the rights and obligations of the trustee, and the rights and obligations of the holders
of our debt securities, if certain conditions are met. Certain amendments will require the consent of the holders of at least
a majority of the principal amount of the outstanding debt securities of one or more series affected by the amendment. The amendments
that require majority consent from the holders of debt securities may include:
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changing the maturity
date of the debt securities;
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changing the amount
of any payment of principal and interest;
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allowing payments
of principal and interest, if any, to be made in a different currency;
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changing certain
terms related to subordination;
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changing certain
terms related to acceleration and other terms, if any, in repercussion of any event of default by us;
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reducing the consent
requirements needed to amend the indenture or waive compliance with certain of our obligations under the indenture;
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limiting the holders’
rights to proceed against us for the enforcement of payment of principal and interest, if any;
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waiving the payment
required by us to redeem the debt securities; and
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certain other amendments.
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Please read the prospectus
supplement and form of indenture accompanying any offering of our debt securities for complete and final terms relating to our
ability to amend the terms of the indenture.
Waiver of Compliance
with Indenture
The indenture permits the
holders of debt securities to waive our compliance with certain of our obligations under the indenture. A waiver requires the
consent of the holders of at least a majority of the principal amount of the outstanding debt securities affected by such waiver.
The holders of debt securities may also be able to waive certain past defaults by us. The limitations on waiver of our obligations
under the indenture and past defaults will be described in the applicable prospectus supplement and form of indenture.
Discharge and Defeasance
The terms of
the indenture may permit us, upon the payment of all outstanding principal and interest payments due under the debt securities,
to discharge all or most of our remaining obligations in respect of the debt securities. We will be discharged from our obligations
and covenants under the indenture only if we make payment of all outstanding principal and interest due under the debt securities
and certain other additional requirements are met. These additional requirements may include obtaining an opinion letter that
our payment is adequate to satisfy all outstanding principal and interest payments and that in doing so, the holders of our debt
securities will not be subject to adverse income tax consequences.
Trustee
If we choose to offer debt
securities, the identity of the trustee will be disclosed in the applicable prospectus supplement. The prospectus supplement and
accompanying form of indenture will also lay out the trustee’s rights and obligations, both as they relate to us and the
holders of our debt securities. Any material relationship between the trustee and us or any of our subsidiaries will also be laid
out in the prospectus supplement.
We will be obligated
to pay reasonable compensation to the trustee and to indemnify the trustee against certain losses, liability, and expenses incurred
by it in performing its duties under the indenture. The applicable prospectus supplement and form of indenture will disclose the
compensation and indemnification terms that apply to the trustee. Our payment obligations to the trustee will generally be senior
to our payment obligations on behalf of the debt securities.
There may be circumstances
that require or permit the trustee to resign. If the trustee resigns, a new trustee will be appointed to assume the role of trustee
of our debt securities. This will require amendment or assignment of the indenture.
Subordination
The debt securities we
offer and sell may be subordinate to some or all of our other debt obligations. This means that our obligation to make payments
on our other debt obligations will take legal priority over our obligation to make payments on our debt securities. The extent
of the subordination of our debt securities will be outlined more fully in the applicable prospectus supplement.
Our senior debt securities
will be subordinate to our senior debt. “Senior debt” includes, as applicable, principal, premium, interest, rent,
termination fees, and any other payments due on our current or future indebtedness, whether created, incurred, assumed, guaranteed,
or effectively guaranteed by us, including any deferrals, renewals, extensions, refinancing, refunds, amendments and supplements
thereto. Senior debt may be in the form of loans, debenture, notes, letters of credit, accounts payable, leases, purchase agreements,
derivative instruments, guarantees, security agreements, and other forms. Senior debt does not, however, include:
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indebtedness that
by its terms is subordinate to the senior debt securities;
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indebtedness that
we may owe to our subsidiaries; and
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certain other indebtedness.
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Our subordinate debt securities
will be subordinate to our senior debt securities and our senior debt, whether existing at the time of issuance of the subordinate
debt securities or incurred thereafter. We may issue senior debt securities after issuing subordinate debt securities, and the
subordinate debt securities will be subordinate to the later-issued senior debt securities. Our subordinate debt securities may
also be subordinate to certain indebtedness of our subsidiaries.
In the event of our bankruptcy,
insolvency, reorganization, liquidation, winding up, or dissolution, we will be required to first satisfy our senior debt. Second,
we will satisfy our senior debt securities, if any. Third, we will satisfy our subordinate debt securities, if any. Fourth, we
will satisfy any of our indebtedness that is subordinate to the subordinate debt securities. Lastly, we will distribute our remaining
assets to our stockholders.
In the event of an acceleration
of our payment obligations with respect to our subordinate debt securities due to an event of default, we may be required to satisfy
some or all of our payment obligations with respect to our senior debt and senior debt securities before making payment to the
holders of our subordinate debt
securities. We may not be permitted to make any payments to the holders of our subordinate debt
securities if we are in default in the payment of any amounts due under our senior debt or senior debt securities. If we violate
this restriction or otherwise violate certain terms of subordination amongst our various debt obligations, the holders of our
debt securities may be required to return payments made to them in violation of the subordination terms of the indenture.
Global Debt Securities
Our debt securities will
be in either certificated form or global debt securities form. The prospectus supplement accompanying any offering of our debt
securities will identify the form of the debt securities being sold. Unless the applicable prospectus supplement states otherwise,
if the debt securities are held in global securities form, they will be registered in the name of The Depositary Trust Company
or its nominee (“DTC”). DTC will hold the debt securities on behalf of the beneficial owners of the securities. Beneficial
owners of debt securities registered in global securities form will need to either establish an account with DTC or hold the securities
through an organization with an established account with DTC in order to facilitate the payment of principal and interest and
the giving and receipt of notice and other information on behalf of the debt securities. Ownership of global debt securities and
any transfer of such ownership can only be effectuated through the records maintained by DTC and its policies and procedures related
thereto.
Payments of principal and
interest on behalf of our debt securities will be paid by us or our paying agent to DTC. DTC will then facilitate the forwarding
of those payments to the beneficial owners of the global debt securities. DTC accomplishes this task by crediting the accounts
of the beneficial owners with the respective payment amount due to them according to DTC’s records. The distribution of
these payments will also be affected by certain instructions given to DTC by underwriters, agents, and/or the beneficial owners.
Similarly, notices and other information given by us to the holders of our debt securities will be given to DTC for forwarding
to the beneficial owners.
Accordingly,
TriState, the trustee, and the paying agent will have no liability for:
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the beneficial ownership,
payment and notice instructions, and other information contained in DTC’s records;
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payments made by
DTC to the beneficial owners of our global debt securities;
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the transfer of notices
and information from DTC to the beneficial owners of global debt securities, and
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the relationship
between DTC and the beneficial owners of our debt securities.
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For all of our debt securities
held in global debt security form, DTC will be considered the holder or registered owner of the debt security. As such, a beneficial
owner will not be entitled to hold the debt securities in its name, receive a physical certificate representing the debt securities,
or be considered the holder of the debt securities under the applicable indenture. Each beneficial owner of our global debt securities
must rely solely on DTC and its policies and procedures to exercise the rights of a holder or beneficial owner of our debt securities.
If the beneficial owner does not have an account with DTC and so must own its debt securities through a separate organization
with an account with DTC, such person must also rely on such separate organization to exercise its rights and maintain correct
records. However, DTC may permit beneficial owners to exercise certain rights under the debt securities and accompanying indenture
under certain circumstances.
According to information
provided to us, DTC is a limited-purpose trust company and “banking organization” organized under the New York Banking
Law, a member of the Federal Reserve System, and a “clearing agency” registered under the Exchange Act. DTC holds
the securities of the beneficial owners of debt
securities and facilitates the trading and forwarding of payments due thereunder
through an electronic book-entry system. Some of the holders of accounts with DTC are also owners of DTC’s parent company,
The Depositary Trust & Clearing Corporation. The rules applicable to DTC and its account holders are publicly available through
filings with the SEC. The above information concerning DTC and its book-entry system is believed by us to be reliable, but we
take no responsibility for the accuracy of this information.
Once one or more of our
debt securities are registered in global debt securities form with DTC, they may be exchanged for certificated securities under
certain limited circumstances, including in our sole discretion. If so exchanged, the aggregate number and principal amount of
the debt securities will not change. The certificated securities will be registered in the names of the beneficial owner of the
global debt securities as determined by DTC’s records. Further, if DTC becomes unwilling or unable to act as depositary
for our debt securities or is otherwise unqualified to do so under the Exchange Act, we may appoint a new depositary or change
the form of the global debt securities to certificated debt securities.
Lastly, some jurisdictions
may require certain purchasers of debt securities to hold them in physical certificated form. Beneficial owners to which this
limitation applies may experience difficulty in transferring their global debt securities and delay in receiving payment on behalf
of their global debt securities.
DESCRIPTION OF WARRANTS
In this section, we describe
the general terms and provisions of the warrants for the purchase of common stock, preferred stock, depositary shares, senior
debt securities, or subordinate debt securities which we may issue from time to time. Warrants issued pursuant to this prospectus
may be issued independently or together with any other of our securities. Warrants sold with other securities may be attached
to or separate from the other securities. Each series of warrants will be issued under a separate warrant agreement to be entered
into between us and a warrant agent, who will be specified in the warrant agreement and in the applicable prospectus supplement.
The warrant agent will act solely as our agent in connection with the warrants of that series and will not assume any obligation
or relationship of agency or trust for or with any holders or beneficial owners of the warrants.
This summary outlines some
of the terms and other provisions of the warrants that may be issued. This summary is not complete and is qualified in its entirety
by reference to the applicable warrant agreement and related warrant certificate and the prospectus supplement, all of which will
be filed with the SEC, as well as our articles of incorporation, bylaws and any applicable provisions of Pennsylvania law. When
we offer to sell warrants, we will describe the specific terms of the offering and the warrants in a prospectus supplement. You
should refer to this prospectus, the prospectus supplement and the warrant agreement, including the forms of securities warrant
certificate, relating to the specific warrants that we may offer for the complete terms of the warrant agreement and the warrants.
For more information on how you can obtain copies of the applicable warrant agreement, see “Where You Can Find More Information.”
We urge you to read the applicable warrant agreement, the applicable prospectus supplement and any other offering material in
their entirety.
The applicable prospectus
supplement will describe the following terms, where applicable, of any warrants issued under this registration statement:
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the title of the
warrants;
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the aggregate number
of the warrants;
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the price or prices
at which the warrants will be issued;
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the designation,
amount and terms of the offered securities purchasable upon exercise of the warrants;
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if applicable, the
date on and after which the warrants and the offered securities purchasable upon exercise of the warrants will be separately transferable;
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the terms of the
securities purchasable upon exercise of such warrants and the procedures and conditions relating to the exercise of such warrants;
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any provisions for
adjustment of the number or amount of securities receivable upon exercise of the warrants or the exercise price of the warrants;
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the price or prices
at which and currency or currencies in which the offered securities purchasable upon exercise of the warrants may be purchased;
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the date on which
the right to exercise the warrants shall commence and the date on which the right shall expire;
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if applicable, the
minimum or maximum amount of the warrants that may be exercised at any one time;
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information with
respect to book-entry procedures, if any; and
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any other material
terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants.
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The prospectus supplement
relating to any warrants to purchase securities may also include, if applicable, a discussion of certain considerations with U.S.
federal income tax laws and the federal Employee Retirement Income Security Act.
Warrants for the purchase
of common stock, preferred stock, depositary shares, and debt securities will be offered and exercisable for U.S. dollars only.
Warrants will be issued in registered form only. Prior to the exercise of any warrants to purchase our securities, holders of
the warrants will not have any of the rights of holders of the underlying securities purchasable upon exercise, including the
right to vote or to receive any payments of dividends or interest.
Each warrant will entitle
its holder to purchase the number of shares of common stock or preferred stock, or the number of depositary shares, senior debt
securities, or subordinate debt securities at the exercise price set forth in, or calculable as set forth in, the applicable prospectus
supplement and warrant agreement. The applicable prospectus supplement will specify the place or places where and the manner in
which the warrants may be exercised. After the close of business on the expiration date, unexercised warrants will become void.
Upon receipt
of payment and the warrant certificate properly completed and duly executed at the corporate trust office of the warrant agent
or any other office indicated in the applicable prospectus supplement, we will forward the purchased securities as soon as practicable. If
less than all of the warrants represented by the warrant certificate are exercised, a new warrant certificate will be issued for
the remaining warrants.
DESCRIPTION OF UNITS
In this section,
we describe the general terms and provisions of the units that we may offer from time to time. We may issue units comprising
of one or more of the securities described in this prospectus in any combination. Each unit will be issued so that the holder
of the unit also is the holder of each security included in the unit. Thus, the holder of a unit will have all the rights
and obligations of a holder of each included security. The unit agreement under which a unit is issued may provide that the
securities included in the unit may not be held or transferred separately at any time or at any time before a specified date.
The applicable prospectus
supplement will specify the following terms of any units issued under this registration statement:
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the terms of the
units and of any of the common stock, preferred stock, depositary shares, senior debt securities, subordinate debt securities
and warrants comprising the units;
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a description of
the terms of any unit agreement governing the units, including whether and under what circumstances the units may be traded separately;
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a description of
the provisions for the payment, settlement, transfer or exchange of the units or the securities comprising those units; and
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whether the units
will be issued fully registered or in global form.
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The description
in the applicable prospectus supplement and other offering material of any units we offer will not necessarily be complete and
will be qualified in its entirety by reference to the applicable unit agreement, which will be filed with the SEC if we offer
units. For more information on how you can obtain copies of the applicable unit agreement, see “Where You Can Find
More Information.” We urge you to read the applicable unit agreement, the applicable prospectus supplement and any
other offering material in their entirety.
PLAN OF DISTRIBUTION
We are registering common
stock, preferred stock, debt securities, warrants, depositary shares and units with an aggregate offering price not to exceed
$170,000,000, to be sold by us under a “shelf” registration process. In addition, on behalf of the selling stockholders,
we are registering 4,878,049 shares of our common stock for resale by the selling stockholders. The selling stockholders will
act independently of us in making decisions with respect to the timing, manner and size of each sale by them.
Sales of securities covered
by this prospectus may be made on one or more exchanges or in the over-the-counter market or otherwise, at prices and under terms
then prevailing or at prices related to the then-current market price or in negotiated transactions.
To the extent required,
this prospectus will be amended or supplemented from time to time to describe a specific plan of distribution for an offering
of the securities covered by this prospectus.
We and/or the selling stockholders
may sell the securities in any of the following ways (or in any combination) from time to time:
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an underwritten offering;
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purchases by a broker-dealer
as principal and resale by such broker-dealer for its own account pursuant to this prospectus;
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ordinary brokerage
transactions and transactions in which the broker solicits purchasers;
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block trades in which
the broker-dealer so engaged will attempt to sell the shares as agent but may position and resell a portion of the block as principal
to facilitate the transaction;
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on NASDAQ, in the
over-the-counter market or on any other national securities exchange on which our shares are listed or traded;
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in privately negotiated
transactions;
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settlement of short
sales entered into after the effective date of the registration statement of which this prospectus forms a part;
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through the writing
or settlement of options or other hedging transaction, whether through an options exchange or otherwise;
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in the case of the
selling stockholders, through the distribution by any of them to its partners, members or stockholders; and
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any other method
permitted by applicable law.
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In addition, each selling
stockholders may sell common stock in compliance with Rule 144 under the Securities Act, if available, or pursuant to other available
exemptions from the registration requirements under the Securities Act, rather than pursuant to this prospectus.
In connection with distributions
of the shares or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or other financial
institutions. In connection with such transactions, broker-dealers or other financial institutions may engage in short sales of
the common stock in the course of hedging the positions they assume with the selling stockholders. The selling stockholders may
also sell the common stock short and redeliver the shares to close out such short positions. The selling stockholders may also
enter into option or other transactions with broker-dealers or other financial institutions which require the delivery to such
broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial
institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The selling stockholders
may also pledge shares to a broker-dealer or other financial institution, and, upon a default, such broker-dealer or other financial
institution may effect sales of the pledged shares pursuant to this prospectus (as supplemented or amended to reflect such transaction).
In effecting
sales, broker-dealers or agents engaged by us or the selling stockholders may arrange for other broker-dealers to participate.
Broker-dealers or agents may receive commissions, discounts or concessions from the selling stockholders or us in amounts to be
negotiated immediately prior to the sale.
Any underwriters, broker-dealers
or agents who participate in the sale or distribution of the securities covered by this prospectus may be deemed to be “underwriters”
within the meaning of Section 2(11) of the Securities Act. In addition, any selling stockholder or affiliate of a selling
stockholder that is a registered broker-dealer will be deemed to be an underwriter, unless such selling stockholder purchased
in the ordinary course of business, and at the time of its purchase of the shares to be resold, did not have any agreements or
understandings, directly or indirectly, with any person to distribute the shares. As a result, any profits on the sale of the
common stock by such selling stockholder and any discounts, commissions or concessions received by it may be deemed to be underwriting
discounts and commissions under the Securities Act. Affiliates of a selling stockholder who are deemed to be “underwriters”
within the meaning of the Securities Act will be subject to prospectus delivery requirements of the Securities Act. Underwriters
are subject to certain statutory liabilities, including, but not limited to, Sections 11, 12 and 17 of the Securities Act.
Underwriters, dealers or
any other third parties described above may offer and sell the offered securities from time to time in one or more transactions,
including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. If underwriters
or dealers are used in the sale of any securities covered by this prospectus, the securities will be acquired by the underwriters
or dealers for their own account and may be resold from time to time in one or more transactions, including negotiated transactions,
at a fixed public offering price or at varying prices determined at the time of sale. The securities may be either offered to
the public through underwriting syndicates represented by managing underwriters, or directly by underwriters. Generally, the underwriters’
obligations to purchase the securities will be subject to certain conditions precedent. The underwriters will be obligated to
purchase all of the securities if they purchase any of the shares (other than any shares purchased upon exercise of any over-allotment
option), unless otherwise specified in the prospectus supplement. We or the selling stockholders may use underwriters with whom
we or they have a material relationship. We will describe the nature of any such relationship in the prospectus supplement, naming
the underwriter or underwriters.
Underwriters or agents
may purchase and sell the securities in the open market. These transactions may include over-allotment, stabilizing transactions,
syndicate covering transactions and penalty bids. Over-allotment involves sales in excess of the offering size, which creates
a short position. Stabilizing transactions consist of bids or purchases for the purpose of preventing or retarding a decline in
the market price of the shares and are permitted so long as the stabilizing bids do not exceed a specified maximum. Syndicate
covering transactions involve the placing of any bid on behalf of the underwriting syndicate or the effecting of any purchase
to reduce a short position created in connection with the offering. The underwriters or agents also may impose a penalty bid,
which permits them to reclaim selling concessions allowed to syndicate members or certain dealers if they repurchase the securities
in stabilizing or covering transactions. These activities may stabilize, maintain or otherwise affect the market price of the
securities, which may be higher than the price that might otherwise prevail in the open market. These activities, if begun, may
be discontinued at any time. These transactions may be effected on any exchange on which the securities are traded, in the over-the-counter
market or otherwise.
The specific terms of the
lock-up provisions, if any, in respect of any given offering will be described in the applicable prospectus supplement.
We will make copies of
this prospectus available to the selling stockholders upon reasonable request. We and/or the selling stockholders may indemnify
an underwriter, broker-dealer or agent that participates in transactions involving the sale of the shares against certain liabilities,
including liabilities arising under the Securities Act.
The selling stockholders
may elect to make a pro rata in-kind distribution of their shares of common stock to their respective members, partners or shareholders.
In such event, we may file a prospectus supplement to the extent required by law in order to permit the distributees to use the
prospectus to resell the common stock acquired in the distribution.
We have agreed to indemnify
the selling stockholders against certain liabilities, including certain liabilities under the Securities Act.
LEGAL MATTERS
The validity of the shares
of our common stock offered by this prospectus will be passed upon for us by Keevican Weiss Bauerle & Hirsch LLC, Pittsburgh,
Pennsylvania.
EXPERTS
The consolidated
financial statements of TriState Capital Holdings, Inc. and subsidiaries as of December 31, 2016 and 2015, and for each of the
years in the three-year period ended December 31, 2016, have been incorporated by reference in reliance upon the report of KPMG
LLP, independent registered public accounting firm, and upon the authority of said firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE
INFORMATION
We file annual, quarterly
and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC’s website at http://www.sec.gov. Copies of certain information filed by us with the SEC are also available
on our website at www.tscbank.com. Our website is not a part of this prospectus and information on, or accessible through, our
website is not part of this prospectus. You may also read and copy any document we file at the SEC’s Public Reference Room,
100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of
the Public Reference Room.
This prospectus is part
of a registration statement we filed with the SEC. This prospectus omits some information contained in the registration statement
in accordance with SEC rules and regulations. You should review the information and exhibits in the registration statement for
further information about us and our consolidated subsidiaries and the securities we are offering. Statements in this prospectus
concerning any document we filed as an exhibit to the registration statement or that we otherwise filed with the SEC are not intended
to be comprehensive and are qualified by reference to these filings. You should review the complete document to evaluate these
statements.
INCORPORATION BY REFERENCE
The SEC allows us to incorporate
by reference much of the information we file with the SEC, which means that we can disclose important information to you by referring
you to those publicly available documents. The information that we incorporate by reference in this prospectus is considered to
be part of this prospectus. Because we are incorporating by reference future filings with the SEC, this prospectus is continually
updated and those future filings may modify or supersede some of the information included or incorporated in this prospectus.
This means that you must look at all of the SEC filings that we incorporate by reference to determine if any of the statements
in this prospectus or in any document previously incorporated by reference have been modified or superseded. This prospectus incorporates
by reference the documents listed below (File No. 0001380846) and any future filings we make with the SEC under Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act (in each case, other than those filings, documents or the portions of those documents
not deemed to be filed, including any information furnished pursuant to Items 2.02 or 7.01 of a Current Report on Form 8-K) (i) after
the date of the initial registration statement and prior to effectiveness of the registration statement and (ii) after the
effectiveness of the registration statement until the offering of the securities under the registration statement is terminated
or completed:
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Annual Report on
Form 10-K for the fiscal year ended December 31, 2016 (as filed with the SEC on February 14, 2017), including portions of
our Definitive Proxy Statement on Schedule 14A filed with the SEC on April 17, 2017 and are incorporated by reference therein;
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Quarterly Reports
on Form 10-Q for the quarterly periods ended September 30, 2017 (as filed with the SEC on October 30, 2017), June 30, 2017 (as
filed with the SEC on July 31, 2017) and March 31, 2017 (as filed with the SEC on May 1, 2017);
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The description of
our common stock contained in our Registration Statement on Form 8-A12B filed with the SEC on May 6, 2013, including any amendments
or reports filed for the purpose of updating such description.
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You may request
a copy of these filings, at no cost, by writing or telephoning us at the following address or telephone number:
TriState Capital Holdings,
Inc.
Attention: Investor Relations
One Oxford Centre
301 Grant Street, Suite
2700
Pittsburgh, PA 15219
(412) 304-0304
Those copies
will not include exhibits unless the exhibits have specifically been incorporated by reference in this documents or you specifically
request them.
2,678,049
Shares
Common
Stock
PROSPECTUS
SUPPLEMENT
Barclays
February
5, 2020
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