Item 1.01 Entry into a Material Definitive Agreement.
On
Upon the terms and subject to the conditions set forth in the Merger Agreement,
at the effective time of the Merger (the "Effective Time"), each share of common
stock, par value
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, will be 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
The Merger Agreement contains customary representations and warranties from both SVB and Boston Private, and each party has agreed to customary covenants, including, among others, covenants relating to (1) the conduct of its business during the interim period between the execution of the Merger Agreement and the Effective Time and (2) in the case of Boston Private, its obligation to call a meeting of its shareholders to approve the Merger Agreement and the Merger, and, subject to certain exceptions, to recommend that its shareholders approve the Merger Agreement and the Merger, and its non-solicitation obligations relating to alternative acquisition proposals.
The completion of the Merger is subject to certain customary mutual conditions,
including, among others, (1) the approval of the Merger by the affirmative vote
of at least two-thirds of all the shares of Boston Private Common Stock entitled
to vote, (2) the authorization for listing on the
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The Merger Agreement provides certain termination rights for both SVB and Boston
Private and further provides that a termination fee of
The foregoing description of 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 attached hereto as Exhibit 2.1 and is incorporated
herein by reference. The representations, warranties and covenants of each party
set forth in the Merger Agreement have been made only for the purposes of, and
were and are solely for the benefit of the parties to, the Merger Agreement, may
be subject to limitations agreed upon by the contracting parties, including
being qualified by confidential disclosures made for the purposes of allocating
contractual risk between SVB and Boston Private instead of establishing these
matters as facts, and may be subject to standards of materiality applicable to
the contracting parties that differ from those applicable to investors.
Accordingly, the representations and warranties may not describe the actual
state of affairs at the date they were made or at any other time, and investors
should not rely on them as statements of fact. In addition, such representations
and warranties (1) will not survive consummation of the Merger, and (2) were
made only as of the date of the Merger Agreement or such other date as is
specified in the Merger Agreement. Moreover, information concerning the subject
matter of the representations and warranties may change after the date of the
Merger Agreement, which subsequent information may or may not be fully reflected
in the parties' public disclosures. Accordingly, the Merger Agreement is
included with this filing only to provide investors with information regarding
the terms of the Merger Agreement, and not to provide investors with any other
factual information regarding SVB or Boston Private, their respective affiliates
or their respective businesses. The Merger Agreement should not be read alone,
but should instead be read in conjunction with the other information regarding
SVB, Boston Private, their respective affiliates or their respective businesses,
the Merger Agreement and the Merger that will be contained in, or incorporated
by reference into, the Registration Statement on Form S-4 that will include a
proxy statement of Boston Private and a prospectus of SVB, as well as in the
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other filings
that each of SVB and Boston Private make with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit Number 2.1 Agreement and Plan of Merger, dated as ofJanuary 4, 2021 , by and betweenSVB Financial Group and Boston Private Financial Holdings, Inc.* 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* Pursuant to Item 601(b)(2) of Regulation S-K, certain schedules and similar
attachments have been omitted. The registrant hereby agrees to furnish a copy
of any omitted schedule or similar attachment to the
Forward-Looking Statements
This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including but not limited to SVB's and/or Boston Private's expectations or predictions of future financial or business performance or conditions. Forward-looking statements are typically identified by words such as "believe," "expect," "anticipate," "intend," "target," "estimate," "continue," "positions," "prospects" or "potential," by future conditional verbs such as "will," "would," "should," "could" or "may", or by variations of such words or by similar expressions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made and we assume no duty to update forward-looking statements. Actual results may differ materially from current projections.
In addition to factors previously disclosed in SVB's and Boston Private's
reports filed with the
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SVB or Boston Private; the occurrence of any event, change or other circumstance
that could give rise to the right of one or both parties to terminate the merger
agreement providing for the merger; difficulties and delays in integrating
Boston Private's business or fully realizing cost savings and other benefits;
business disruption following the merger; changes in asset quality and credit
risk; the inability to sustain revenue and earnings growth; the inability to
retain existing Boston Private clients; the inability to retain Boston Private
employees; changes in interest rates and capital markets; inflation; customer
borrowing, repayment, investment and deposit practices; customer
disintermediation; the introduction, withdrawal, success and timing of business
initiatives; competitive conditions; the inability to realize cost savings or
revenues or to implement integration plans and other consequences associated
with mergers, acquisitions and divestitures; economic conditions; the impact,
extent and timing of technological changes, capital management activities, and
other actions of the
Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.
Important Additional Information and Where to Find It
In connection with the proposed merger, SVB will file with the
A free copy of the Proxy Statement/Prospectus, as well as other filings
containing information about SVB and Boston Private, may be obtained at the
Participants in the Solicitation
SVB, Boston Private and certain of their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies from
the shareholders of Boston Private in connection with the proposed merger.
Information about the directors and executive officers of SVB is set forth in
the proxy statement for SVB's 2020 Annual Meeting of Stockholders, which was
filed with the
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