ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On January 21, 2021, Silvergate Capital Corporation (the "Company") entered into
an underwriting agreement (the "Underwriting Agreement") with Goldman Sachs &
Co. LLC, Keefe, Bruyette & Woods, Inc. and Canaccord Genuity LLC, acting as
representatives of the underwriters named in Schedule I thereto (the
"Underwriters"), pursuant to which the Company agreed to issue and sell
3,968,255 shares of the Company's Class A common stock, par value $0.01 per
share (the "Common Stock"), in a public offering pursuant to an automatically
effective Registration Statement on Form S-3 (File No. 333-252258) (the
"Registration Statement") and a related prospectus, including the related
prospectus supplement, filed with the Securities and Exchange Commission (the
"Offering"). Under the terms of the Underwriting Agreement, the Company granted
the Underwriters a 30-day option to purchase up to an additional 595,238 shares
of Common Stock. The Underwriters notified the Company of the exercise in full
of their option to purchase the additional shares, and the Offering, including
the sale of shares of Common Stock subject to the Underwriters' option, is
expected to close on January 26, 2021.
The net proceeds from the Offering to the Company will be approximately $272.1
million, after deducting underwriting discounts and commissions and estimated
offering expenses. The Underwriting Agreement contains customary
representations, warranties and agreements by the Company, customary conditions
to closing, indemnification obligations of the Company and the Underwriters,
including for liabilities under the Securities Act, other obligations of the
parties and termination provisions. A copy of the Underwriting Agreement is
filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by
reference herein. The foregoing description of the Underwriting Agreement is
qualified in its entirety by reference to such exhibit.
In connection with the Offering, the legal opinion as to the legality of the
Common Stock sold in this Offering is being filed as Exhibit 5.1 to this Current
Report on Form 8-K and is incorporated herein and into the Registration
Statement by reference.
ITEM 7.01. REGULATION FD DISCLOSURE.
On January 21, 2021, the Company issued a press release announcing the pricing
of the Offering, a copy of which is furnished as Exhibit 99.1 to this Current
Report on Form 8-K.
The information furnished under Item 7.01, and Exhibit 99.1 hereto, of this
Current Report on Form 8-K shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to liabilities under that Section, nor shall it be deemed incorporated
by reference into any registration statement or other filings of the Company
made under the Securities Act of 1933, as amended, except as expressly set forth
by specific reference in such filing.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit
Number Description
1.1 Underwriting Agreement by and among Silvergate Capital Corporation and
Goldman Sachs & Co. LLC, Keefe, Bruyette & Woods, Inc. and Canaccord
Genuity LLC, dated January 21, 2021
5.1 Opinion of Holland & Knight LLP
23.1 Consent of Holland & Knight LLP (included in Exhibit 5.1)
99.1 Press Release, dated January 21, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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