Common Stock, par value $0.001 per share SIVB BX false 0000719739 0000719739 2023-10-02 2023-10-02

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 2, 2023

 

 

SVB Financial Group

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   001-39154   91-1962278

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

3003 Tasman Drive

Santa Clara, California 95054-1191

(Address of principal executive offices) (Zip Code)

(650) 567-6900

(Company’s telephone number, including area code)

 

 

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:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

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 Act:

 

Title of each class

  

Trading

Symbol(s)

  

Name of Each Exchange

on Which Registered

None   N/A   N/A

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 ☐

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. ☐

 

 

 

Item 7.01.

Regulation FD Disclosure.

As previously reported, on June 17, 2023, SVB Financial Group (the “Company”) entered into a definitive purchase agreement (the “Purchase Agreement”) with the management team bidder group led by Jeff Leerink, SVB Securities’ Chief Executive Officer and Founder, and backed by funds managed by The Baupost Group L.L.C. (the “Purchaser Group”), for the sale of its investment banking business, SVB Securities LLC (“SVB Securities”). The Purchase Agreement for the management-led buyout was selected and approved as the successful bid for SVB Securities following a competitive bidding process conducted under procedures approved by the U.S. Bankruptcy Court for the Southern District of New York.

On October 2, 2023, the Company completed the sale of SVB Securities (now named Leerink Partners LLC) to the Purchaser Group. Under the terms of the Purchase Agreement, the acquisition from the Company included a combination of cash, repayment of an intercompany note, the assumption of certain liabilities (including significant deferred compensation obligations), and a 5% equity instrument in the buyer entity.

On October 2, 2023, the Company issued a press release announcing the completion of the SVB Securities sale. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated into this Item 7.01 by reference.

The information contained in this Item 7.01 is being “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit

Number

   

Description

99.1    Press Release of SVB Financial Group Announcing Sale of Investment Banking Business to Management Team Group, dated October 2, 2023
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

 

   

SVB Financial Group

(Company)

Date: October 3, 2023     By:  

/s/ Nicholas Grossi

    Name:   Nicholas Grossi
    Title:   Interim Chief Financial Officer

Exhibit 99.1

SVB Financial Group Completes Sale of Investment Banking Business to Management Team Group

SANTA CLARA, Calif., October 2, 2023 – SVB Financial Group (Pink Sheets: SIVBQ) today announced that it has completed the sale of its investment banking business, SVB Securities LLC (now named Leerink Partners LLC), to the management team bidder group led by Jeff Leerink, Leerink Partners’ Chief Executive Officer and Founder, and backed by funds managed by The Baupost Group L.L.C.

As previously announced, the management-led buyout was selected and approved as the successful bid for the investment banking business following a competitive bidding process conducted under procedures approved by the U.S. Bankruptcy Court for the Southern District of New York.

Under the terms of the purchase agreement, the acquisition from SVB Financial Group included a combination of cash, repayment of an intercompany note, the assumption of certain liabilities (including significant deferred compensation obligations), and a 5% equity instrument in the buyer entity.

MoffettNathanson LLC, a sell-side research business owned by SVB Financial Group, was not included in the transaction and remains part of SVB Financial Group.

Court filings and other information related to the SVB Financial Group’s Chapter 11 proceeding are available on a website administrated by the Company’s claims agent, Kroll, at https://restructuring.ra.kroll.com/svbfg/; or by emailing SVBFGInfo@ra.kroll.com.

Advisors

Centerview Partners LLC is serving as financial advisor, Sullivan & Cromwell LLP is serving as legal counsel and Alvarez & Marsal is serving as the restructuring advisor to SVB Financial Group as debtor-in-possession.

About SVB Financial Group

SVB Financial Group (Pink Sheets: SIVBQ) is the holding company for various financial services companies, including SVB Capital.

v3.23.3
Document and Entity Information
Oct. 02, 2023
Cover [Abstract]  
Security 12b Title Common Stock, par value $0.001 per share
Trading Symbol SIVB
Security Exchange Name BX
Amendment Flag false
Entity Central Index Key 0000719739
Document Type 8-K
Document Period End Date Oct. 02, 2023
Entity Registrant Name SVB Financial Group
Entity Incorporation State Country Code DE
Entity File Number 001-39154
Entity Tax Identification Number 91-1962278
Entity Address, Address Line One 3003 Tasman Drive
Entity Address, City or Town Santa Clara
Entity Address, State or Province CA
Entity Address, Postal Zip Code 95054-1191
City Area Code (650)
Local Phone Number 567-6900
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Entity Emerging Growth Company false
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