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Raymond James Financial Inc. – ‘8-K/A’ for 6/1/22

On:  Friday, 8/12/22, at 1:21pm ET   ·   For:  6/1/22   ·   Accession #:  720005-22-47   ·   File #:  1-09109

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  As Of               Filer                 Filing    For·On·As Docs:Size

 8/12/22  Raymond James Financial Inc.      8-K/A:9     6/01/22   13:645K

Amendment to Current Report   —   Form 8-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K/A       Amendment No. 1 to Form 8-K                         HTML     49K 
 2: EX-23.1     Consent of Kpmg LLP                                 HTML      7K 
 3: EX-99.3     The Unaudited Pro Forma                             HTML    390K 
 8: R1          Cover Page                                          HTML     53K 
11: XML         IDEA XML File -- Filing Summary                      XML     12K 
 9: XML         XBRL Instance -- rjf-20220601_htm                    XML     31K 
10: EXCEL       IDEA Workbook of Financial Reports                  XLSX      8K 
 5: EX-101.DEF  XBRL Definitions -- rjf-20220601_def                 XML     39K 
 6: EX-101.LAB  XBRL Labels -- rjf-20220601_lab                      XML     88K 
 7: EX-101.PRE  XBRL Presentations -- rjf-20220601_pre               XML     42K 
 4: EX-101.SCH  XBRL Schema -- rjf-20220601                          XSD     13K 
12: JSON        XBRL Instance as JSON Data -- MetaLinks               14±    20K 
13: ZIP         XBRL Zipped Folder -- 0000720005-22-000047-xbrl      Zip     47K 


‘8-K/A’   —   Amendment No. 1 to Form 8-K


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 iX:   C:  C: 
  rjf-20220601  
 i 0000720005 i true00007200052022-06-012022-06-010000720005us-gaap:CommonStockMember2022-06-012022-06-010000720005rjf:DepositarySharesSeriesAMember2022-06-012022-06-010000720005rjf:DepositarySharesSeriesBMember2022-06-012022-06-01


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM  i 8-K/A
(Amendment No. 1)

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 i June 1, 2022
Date of Report (date of earliest event reported)

 i RAYMOND JAMES FINANCIAL, INC.
(Exact name of registrant as specified in its charter)

 i Florida
 i 1-9109
 i 59-1517485
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
 i 880 Carillon Parkway
 i St. Petersburg
 i Florida
 i 33716
(Address of principal executive offices)
(Zip Code)

( i 727)  i 567-1000
(Registrant’s telephone number, including area code)

None
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 i   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 i   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 i   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 i   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
 i Common Stock, $.01 par value i RJF i New York Stock Exchange
 i Depositary Shares, Each Representing a 1/40th Interest in a Share of 6.75% Fixed-to-Floating Rate Series A Non-Cumulative Perpetual Preferred Stock i RJF PrA i New York Stock Exchange
 i Depositary Shares, Each Representing a 1/40th Interest in a Share of 6.375% Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred Stock i RJF PrB i New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).

Emerging growth company  i 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.



Introductory Note

On June 1, 2022, Raymond James Financial, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Report”) with the Securities and Exchange Commission (the “SEC”), to report, among other things, the closing on June 1, 2022 of its previously announced acquisition of TriState Capital Holdings, Inc. (“TriState Capital”), by means of the mergers of TriState Capital with certain wholly-owned subsidiaries of the Company (the “Acquisition”), pursuant to the Agreement and Plan of Merger, dated October 20, 2021, among the Company, TriState Capital and certain wholly-owned subsidiaries of the Company.

This Amendment No. 1 (“Form 8-K/A”) amends and supplements the Original Report to include the historical and pro forma financial information required by Items 9.01(a) and 9.01(b) of Form 8-K, which were excluded from the Original Report in reliance on the instructions to such items.

Item 9.01 Financial Statements and Exhibits

(a)    Financial Statements of Business Acquired

The financial statements of TriState Capital required by this Item 9.01(a) are filed as Exhibits 99.1-99.2 to this Form 8-K/A and incorporated herein by reference.

(b)    Pro Forma Financial Information

The pro forma financial information required by this Item 9.01(b) are filed as Exhibit 99.3 to this Form 8-K/A and incorporated herein by reference.

The unaudited pro forma condensed combined consolidated statement of financial condition as of June 30, 2022 of the Company and TriState Capital has not been presented as the Acquisition has been fully reflected in the unaudited condensed consolidated statement of financial condition included in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022.

The pro forma financial information included in this Form 8-K/A has been presented for informational purposes only, as required by Form 8-K. It does not purport to represent the actual results of operations that the Company and TriState Capital would have achieved had the companies been combined during the periods presented in the pro forma financial information and is not intended to project the future results of operations that the Company may achieve following the Acquisition. Except as described in this Form 8-K/A, all other information in the Original Report remains unchanged and is incorporated by reference herein.

(d)    Exhibits

Exhibit No.

23.1 Consent of KPMG LLP, Independent Registered Public Accounting Firm of TriState Capital Holdings, Inc.
99.1 Audited Consolidated Financial Statements and accompanying notes of TriState Capital Holdings, Inc. for the year ended December 31, 2021 and 2020, and for each of the three years in the period ended December 31, 2021 (incorporated by reference to Part II., Item 8 of the Annual Report on Form 10-K of TriState Capital Holdings, Inc. filed with the Securities and Exchange Commission on March 1, 2022).
99.2 Unaudited Condensed Consolidated Financial Statements and accompanying notes of TriState Capital Holdings, Inc. for the three months ended March 31, 2022 (incorporated by reference to Part I., Item 1 of the Quarterly Report on Form 10-Q of TriState Capital Holdings, Inc. filed with the Securities and Exchange Commission on May 9, 2022).
99.3 Unaudited Pro Forma Condensed Combined Statements of Income of the Company and TriState Capital Holdings, Inc. for the twelve month period corresponding with each respective entity’s most recent year end and for the nine month period ended June 30, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).







SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

RAYMOND JAMES FINANCIAL, INC.
By:
Paul M. Shoukry
Chief Financial Officer and Treasurer




Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K/A’ Filing    Date    Other Filings
Filed on:8/12/22
6/30/2210-Q
For Period end:6/1/228-K,  S-8 POS
10/20/21425,  8-K
 List all Filings 


2 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/09/22  TriState Capital Holdings, Inc.   10-Q        3/31/22   96:16M
 3/01/22  TriState Capital Holdings, Inc.   10-K       12/31/21  143:23M
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