Introductory Note
This Current Report on Form 8-K is being filed in connection with the closing on July 1, 2021 (the “Effective Date”) of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of January 4, 2021 (the “Merger Agreement”), by and between SVB Financial Group, a Delaware corporation (“SVB”), and Boston Private Financial Holdings, Inc., a Massachusetts corporation (“Boston Private”). Pursuant to the Merger Agreement, at the effective time of the merger (the “Effective Time”), Boston Private was merged into SVB, with SVB as the surviving entity (the “Merger”). Following the Merger, Boston Private Bank & Trust Company, a subsidiary that was wholly owned by Boston Private, was merged into SVB’s wholly owned subsidiary, Silicon Valley Bank (the “Bank Merger”), with Silicon Valley Bank continuing as the surviving entity in the Bank Merger.
Pursuant to the Merger Agreement, at the Effective Time, each share of common stock, par value $1.00 per share, of Boston Private (“Boston Private Common Stock”) outstanding immediately prior to the Effective Time, other than certain shares held by Boston Private or SVB, was converted into the right to receive 0.0228 shares of common stock (the “Exchange Ratio”), par value $0.001 per share, of SVB (“SVB Common Stock”) and $2.10 in cash (the “Per Share Cash Consideration”). Holders of Boston Private Common Stock became entitled to receive cash in lieu of fractional shares.
At the Effective Time, each outstanding Boston Private equity award granted under Boston Private’s equity compensation plans, other than Boston Private performance-based stock options, was converted into a corresponding award with respect to SVB Common Stock, with the number of shares underlying such award (and, in the case of stock options, the applicable exercise price) adjusted based on the sum of (1) the Exchange Ratio and (2) the quotient obtained by dividing (A) the Per Share Cash Consideration by (B) the average closing price of SVB Common Stock on the NASDAQ Stock Market for the five full trading days ending the day prior to the Effective Time. Each such converted SVB equity award will continue to be subject to the same terms and conditions as applied to the corresponding Boston Private equity award immediately prior to the Effective Time, except that in the case of Boston Private performance-based restricted stock unit awards, the number of shares underlying the converted SVB equity award was determined based on target performance for the portion of the applicable performance period through the Effective Time, and such award will continue to vest after the Effective Time solely based on continued service (other than with respect to certain performance-based restricted stock unit awards for which the existing performance goals will continue to apply). Each outstanding Boston Private performance-based stock option was cancelled at the Effective Time for no consideration.
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.
The issuance of shares of SVB Common Stock in connection with the Merger was registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-4 (File No. 333-253002) filed by SVB with the Securities and Exchange Commission (the “SEC”) and declared effective on March 17, 2021 (the “Registration Statement”).
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Item 1.01
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Entry into a Material Definitive Agreement.
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On the Effective Date, in connection with the closing of the Merger, Boston Private, SVB and U.S. Bank National Association, as successor debenture trustee to SunTrust Bank (“U.S. Bank”) entered into the First Supplemental Indenture (the “U.S. Bank First Supplemental Indenture”) pursuant to which, among other things, SVB assumed Boston Private’s obligations under that certain Indenture, dated as of October 12, 2004, between Boston Private and SunTrust Bank, which established and provided for the issuance of Boston Private’s Junior Subordinated Convertible Debentures due October 1, 2034.
In addition, on the Effective Date, Boston Private, SVB and Wilmington Trust Company, as trustee (“Wilmington Trust”) entered into the First Supplemental Indenture (the “Wilmington Trust First Supplemental Indenture”) pursuant to which, among other things, SVB assumed Boston Private’s obligations under that certain Indenture, dated as of September 27, 2005, between Boston Private and Wilmington Trust, which established and provided for the issuance of Boston Private’s Fixed/Floating Rate Junior Subordinated Debt Securities due December 30, 2035.