Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

TRISTATE CAPITAL HOLDINGS, INC.

(Name of Company)

Common Stock, no par value per share

(Title of Class of Securities)

89678F100

(CUSIP Number)

Jacqueline Giammarco

Stone Point Capital LLC

20 Horseneck Lane

Greenwich, CT 06830

(203) 862-2900

With a copy to:

Sven G. Mickisch

Skadden, Arps, Slate, Meagher & Flom LLP

One Manhattan West

New York, NY 10001

(212) 735-3000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 30, 2020

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

  

 

 

EXPLANATORY NOTE

Item 1. Security and Issuer

This Statement on Schedule 13D (this “Schedule 13D”) relates to the common stock, no par value per share (the “Voting Common Stock”), of TriState Capital Holdings, Inc., a Pennsylvania corporation (the “Issuer” or the “Company”), having its principal executive offices at One Oxford Centre, 301 Grant Street, Suite 2700, Pittsburgh, Pennsylvania 15219.

Item 2. Identity and Background

This Schedule 13D is being filed jointly by T-VIII PubOpps LP, a Delaware limited partnership (“T8”), T-VIII PubOpps GP LLC, a Delaware limited liability company (“T8 GP”), Trident VIII, L.P., a Cayman Islands exempted limited partnership (“Trident VIII”), Trident Capital VIII, L.P., a Cayman Islands exempted limited partnership (“Trident VIII GP”) (collectively, the “Stone Point Entities”), and Stone Point Capital LLC, a Delaware limited liability company (“Stone Point” and, together with the Stone Point Entities, the “Reporting Persons”).

The sole general partner of T8 is T8 GP.  As the general partner of T8, T8 GP holds voting and investment power with respect to the shares of Voting Common Stock that are, or may be deemed to be, beneficially owned by T8.

The sole managing member of T8 GP is Trident VIII.  As the sole managing member of T8 GP, Trident VIII holds voting and investment power with respect to the shares of Voting Common Stock that are, or may be deemed to be, beneficially owned by T8 GP.

The sole general partner of Trident VIII is Trident VIII GP.  As the general partner of Trident VIII, Trident VIII GP holds voting and investment power with respect to the shares of Voting Common Stock that are, or may be deemed to be, beneficially owned by Trident VIII.

The general partners of Trident VIII GP are five single member limited liability companies that are owned by individuals who are members of Stone Point (Charles A. Davis, Stephen Friedman, James D. Carey, David J. Wermuth and Nicolas D. Zerbib).  Pursuant to certain management agreements, Stone Point has received delegated authority from Trident VIII GP relating to Trident VIII, including the authority to exercise voting rights of Voting Common Stock on behalf of Trident VIII, except with respect to any portfolio investment where Trident VIII controls 10% or more of the voting power of such portfolio company, in which case delegated discretion to exercise voting rights may not be exercised on behalf of Trident VIII without first receiving direction from the Investment Committee of Trident VIII GP or a majority of the general partners of Trident VIII GP.  The management agreements do not delegate any power with respect to the disposition of Voting Common Stock held by Trident VIII.

The principal business address for T8 is c/o CSC at 251 Little Falls Drive, Wilmington, Delaware 19808.  The principal business address for each of the other Reporting Persons is c/o Stone Point at 20 Horseneck Lane, Greenwich, CT 06830.  The principal business of each of the Reporting Persons is investing in the securities of companies operating in the financial services industry.

Current information concerning the identity and background of (i) each member of Stone Point; (ii) each general partner of Trident VIII and Trident VIII GP; and (iii) each member of the Investment Committee of Trident VIII GP is set forth in Schedule I hereto, which is incorporated herein by reference in response to this Item 2.

To the best knowledge of the Reporting Persons, none of the entities or persons affiliated with such persons and identified in the previous paragraphs of this Item 2 has, during the past five years, (a) been convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors), nor (b) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

The information set forth in Item 6 hereof is incorporated herein by reference. On December 30, 2020 (the “Closing Date”), T8 purchased from the Company 2,770,083 shares of Voting Common Stock, 650 shares of Series C perpetual non-cumulative convertible non-voting preferred stock, no par value, of the Company (the “Series C Preferred Stock”) and warrants (the “Warrants”) exercisable for an aggregate of 922,438 shares of Voting Common Stock or a future series of non-voting common stock of the Company for an aggregate consideration of $105,000,000 pursuant to an investment agreement, dated as of October 10, 2020, as amended on December 9, 2020 (the “Investment Agreement”), by and between T8 and the Company. The funds used to purchase the

shares of Voting Common Stock, the shares of Series C Preferred Stock and the Warrants in the transactions described in Item 6 were from Trident VIII’s pre-existing line of credit generally available to finance investments made pending capital calls.

Item 4. Purpose of Transaction

The information set forth in Items 3 and 6 hereof is incorporated herein by reference.

T8 acquired the shares of Voting Common Stock held by it for investment purposes, and not with any intent to exercise control, directly or indirectly, over the management, policies or business operations of the Company.

Although no Reporting Person currently has any specific plan or proposal to acquire or dispose of any shares of Voting Common Stock or any securities exercisable for or convertible into shares of Voting Common Stock, each Reporting Person, consistent with its investment purpose and to the extent permitted by applicable federal and state securities laws, banking laws and regulations and the Investment Agreement, at any time and from time to time may acquire beneficial ownership of additional shares of Voting Common Stock or dispose of beneficial ownership of any or all of the shares of Voting Common Stock held by it (including, without limitation, distributing some or all of such securities to such Reporting Person’s members, partners, stockholders or beneficiaries, as applicable), depending upon an ongoing evaluation of its investment in such securities, applicable legal and/or contractual restrictions, prevailing market conditions, other investment opportunities, liquidity requirements of such Reporting Person and/or other investment considerations.

No Reporting Person has any intention of participating in the formulation, determination, or direction of the basic business decisions of the Company. Subject to the immediately preceding sentence, each of (i) T8 GP on behalf of T8 as its direct general partner, and (ii) Stone Point on behalf of T8 as its investment manager, may engage in communications with one or more other stockholders, officers, directors and/or representatives of the Company regarding the Company, including, but not limited to, its operations, organization and capitalization. Each of the Reporting Persons, in such capacities, may discuss ideas or take steps preliminary to developing plans, or make proposals, concerning potential transactions that, if effected, may relate to, or may result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D.

 

Other than as described above, each of the Reporting Persons reports that neither it nor, to its knowledge, any of the other persons named in Item 2 of this Schedule 13D, currently has any plan or proposal which relates to, or may result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D, although the Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto, subject to applicable banking laws and regulations.

Item 5. Interest in Securities of the Issuer

The information set forth in the cover pages of this Schedule 13D is hereby incorporated by reference into this Item 5.

(a), (b) The following disclosure assumes that there are 29,829,801 shares of Voting Common Stock outstanding as of November 23, 2020 and that 2,770,083 shares of Voting Common Stock were issued in the transaction.

Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended, each of the following Reporting Persons may be deemed to beneficially own an aggregate of 2,770,083 shares of Voting Common Stock held by or held for T8, representing approximately 8.5% of the Voting Common Stock outstanding:

(i)	T8 GP, in its capacity as sole general partner of T8;

(ii)	Trident VIII, in its capacity as the managing member of T8 GP;

(iii)

Trident VIII GP, in its capacity as sole general partner of Trident VIII; and

(iv)	Stone Point, in its capacity as the investment manager of T8.

As further described above in Item 2, pursuant to certain management agreements, Stone Point has been delegated authority by Trident VIII GP (as the sole general partner of Trident VIII) to exercise shared voting rights with respect to the aggregate of 2,770,083 shares of Voting Common Stock on behalf of Trident VIII, but Stone Point does not have any power with respect to disposition of Voting Common Stock held by or held for Trident VIII.

Each of the single member limited liability companies (and the related individuals) that is a general partner of Trident VIII GP has disclaimed beneficial ownership of the shares of Voting Common Stock that are, or may be deemed to be, beneficially owned by

Trident VIII and Trident VIII GP (the “Partnerships”). The individual members of Stone Point and members of T8 GP each has also disclaimed beneficial ownership of the shares of Voting Common Stock that are, or may be deemed to be, beneficially owned by the Partnerships. This Schedule 13D shall not be construed as an admission that such persons are the beneficial owners of Voting Common Stock for any purpose.

(c) Each of the Reporting Persons reports that neither it, nor to its knowledge, any person named in Schedule I in respect of such Reporting Person, has effected any transactions in Voting Common Stock during the past 60 days.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information set forth in Items 3, 4 and 5 of this Schedule 13D is hereby incorporated by reference into this Item 6.

On October 10, 2020, the Company entered into the Investment Agreement with T8. Pursuant to the Investment Agreement, at the Closing (as defined below), the Company issued and sold, in a private placement to T8, (i) 2,770,083 shares of Voting Common Stock, in exchange for $40 million, (ii) 650 shares of Series C Preferred Stock, which, following the second anniversary of the Closing, are convertible, in accordance with the certificate of designation for the Series C Preferred Stock (the “Certificate of Designation”), into shares of Voting Common Stock or a future series of non-voting common stock (the “Non-Voting Common Stock”) at a conversion price of $13.75 per share, subject to customary anti-dilution provisions, and have a quarterly dividend at an annualized rate of 6.75%, in exchange for $65 million, and (iii) warrants exercisable for an aggregate of 922,438 shares (the “Warrants”) of Voting Common Stock or a future series of Non-Voting Common Stock at an exercise price of $17.50 per share, subject to customary anti-dilution provisions (collectively, the “Investment”). T8 will not be entitled to acquire additional shares of the Company’s Voting Common Stock through a conversion of the Series C Preferred Stock or an exercise of the Warrants.

The Investment Agreement contains customary representations, warranties and agreements of the Company, including indemnification rights and termination provisions.

Certificate of Designation for Preferred Stock

In connection with the Closing, the Company filed the Certificate of Designation to designate 788 shares of authorized preferred stock of the Company as the Series C Preferred Stock. Each share of Series C Preferred Stock has a liquidation preference of $100,000 per share and entitles its holder to receive, when, as and if declared by the Board, non-cumulative dividends based on the aggregate

liquidation preference of all shares of Series C Preferred Stock at a per share rate equal to 6.75% per annum, for each quarterly dividend period occurring from, and including, the Closing Date, in cash or additional shares of Series C Preferred Stock.

The Series C Preferred Stock rank pari passu with the Company’s outstanding 6.75% Fixed-to-Floating Rate Series A Non-Cumulative Perpetual Preferred Stock and 6.375% Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred Stock. The Company does not have redemption rights with respect to the Series C Preferred Stock.

The vote or consent of the holders of at least 66 2/3% of the shares of Series C Preferred Stock outstanding at such time, voting together with all other classes and series of parity securities, is required (i) in order for the Company to amend, alter or repeal any provision of the Articles (including the Certificate of Designation) or the Company’s By-Laws, as amended, in a manner that would significantly and adversely alter or change the powers, preferences or special rights of the Series C Preferred Stock, (ii) in order for the Company to amend or alter the Articles (including the Certificate of Designation) to authorize or create, or increase the authorized amount of, any shares of, or any securities convertible into shares of, any class or series of the Company’s capital stock ranking prior to the Series C Preferred Stock in the payment of dividends or distribution of assets in any liquidation, dissolution or winding up of the Company or (iii) for any voluntary liquidation, dissolution or winding up of the Company, subject to certain exceptions.

Upon certain change of control events involving the Company, the Series C Preferred Stock will become convertible, at the option of the holders, into the kind of securities, cash and other property receivable in such transaction by a holder of the number of shares of Voting Common Stock into which each share of Series C Preferred Stock would be convertible.

Warrants

Registration Rights Agreement

Pursuant to the Investment Agreement, at the Closing, the Company and T8 entered into a Registration Rights Agreement, pursuant to which T8 and certain future holders are entitled to customary registration rights with respect to the Voting Common Stock issued pursuant to the Investment Agreement and any shares of Voting Common Stock or, if created, Non-Voting Common Stock issued or

The Investment Agreement (including the forms of Certificate of Designation, Charter Amendment, Warrants and Registration Rights Agreement) contains other customary covenants and agreements.

The foregoing descriptions of the Investment Agreement, Certificate of Designation, Warrants and Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to such documents. Copies of the Investment Agreement, Amendment No. 1 to the Investment Agreement and Registration Rights Agreement are filed as Exhibits B, C and D to this Schedule 13D and are incorporated herein by reference. Forms of the Certificate of Designation and Warrant are attached as Exhibit A and B to Exhibit 4.1 of the Form 8-K filed by TriState Capital Holdings, Inc. on October 13, 2020.

Item 7. Material to be Filed as Exhibits

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: December 31, 2020	T-VIII PUBOPPS LP
	By:	T-VIII PubOpps GP LLC, its sole general partner
	By:	Trident VIII, L.P., its managing member
	By:	Trident Capital VIII, L.P., its sole general partner
	By:	DW Trident GP, LLC, a general partner
	By:	/s/ Jacqueline Giammarco
		Name:	Jacqueline Giammarco
		Title:	Vice President
	T-VIII PUBOPPS GP LLC
	By:	Trident VIII, L.P., its managing member
	By:	Trident Capital VIII, L.P., its sole general partner
	By:	DW Trident GP, LLC, a general partner
	By:	/s/ Jacqueline Giammarco
		Name:	Jacqueline Giammarco
		Title:	Vice President
	TRIDENT VIII, L.P.
	By:	Trident Capital VIII, L.P., its sole general partner
	By:	DW Trident GP, LLC, a general partner
	By:	/s/ Jacqueline Giammarco
		Name:	Jacqueline Giammarco
		Title:	Vice President
	TRIDENT CAPITAL VIII, L.P.
	By:	DW Trident GP, LLC, a general partner
	By:	/s/ Jacqueline Giammarco
		Name:	Jacqueline Giammarco
		Title:	Vice President
	STONE POINT CAPITAL LLC
	By:	/s/ Jacqueline Giammarco
		Name:	Jacqueline Giammarco
		Title:	Chief Compliance Officer and Principal

SCHEDULE I

Stone Point Capital LLC

Set forth below is the name and principal occupation of: (i) each of the members of Stone Point Capital LLC (“Stone Point”), which is the investment manager of T-VIII PubOpps LP (“T8”); (ii) each of the general partners of Trident Capital VIII, L.P. (“Trident VIII GP”), which is the sole general partner of Trident VIII, L.P. (“Trident VIII”), which is the managing member of T-VIII PubOpps GP LLC (“T8 GP”), the sole general partner of T8; and (iii) each of the members of the Investment Committee of Trident VIII GP. Each of the following individuals is a United States citizen. The business address of each officer is c/o Stone Point Capital LLC, 20 Horseneck Lane, Greenwich, CT 06830.