Item 8.01 Other Events.
On January 4, 2021, SVB Financial Group ("SVB") and Boston Private Financial
Holdings, Inc. ("Boston Private") issued a joint press release announcing the
execution of an Agreement and Plan of Merger, dated as of January 4, 2021 (the
"Merger Agreement"), pursuant to which, upon the terms and subject to the
conditions set forth therein, Boston Private will merge with and into SVB, with
SVB continuing as the surviving entity. A copy of the press release is attached
hereto as Exhibit 99.1 and incorporated herein by reference.
In connection with the announcement of the Merger Agreement, SVB intends to
provide supplemental information regarding the proposed transaction in
connection with a presentation to analysts and investors. The slides that will
be made available in connection with the presentation are attached hereto as
Exhibit 99.2 and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number
99.1 Joint Press Release, dated January 4, 2021
99.2 Investor Presentation, dated January 4, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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 U.S. Securities and Exchange Commission (the "SEC") and
those identified elsewhere in this document, the following factors, among
others, could cause actual results to differ materially from forward-looking
statements or historical performance: ability to obtain regulatory approvals and
meet other closing conditions to the merger, including approval by Boston
Private's shareholders on the expected terms and schedule; delay in closing the
merger; the outcome of any legal proceedings that may be instituted against 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 Federal Reserve Board and legislative and regulatory
actions and reforms; and the impact of the global COVID-19 pandemic on SVB's
and/or Boston Private's businesses, the ability to complete the proposed merger
and/or any of the other foregoing risks.
Annualized, pro forma, projected and estimated numbers are used for illustrative
purpose only, are not forecasts and may not reflect actual results.
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Important Additional Information and Where to Find It
In connection with the proposed merger, SVB will file with the SEC a
Registration Statement on Form S-4 that will include a Proxy Statement of Boston
Private and a Prospectus of SVB, as well as other relevant documents concerning
the proposed transaction. The proposed merger involving Boston Private and SVB
will be submitted to Boston Private's shareholders for their consideration. This
communication does not constitute an offer to sell or the solicitation of an
offer to buy any securities or a solicitation of any vote or approval, nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. INVESTORS AND SHAREHOLDERS
OF BOSTON PRIVATE ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY
STATEMENT/PROSPECTUS REGARDING THE MERGER WHEN IT BECOMES AVAILABLE AND ANY
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
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
SEC's Internet site (http://www.sec.gov). Copies of documents filed with the SEC
by SVB will be made available free of charge on SVB's website at
http://ir.svb.com or by contacting SVB's Investor Relations department at
408.654.7400; 3005 Tasman Drive, Santa Clara, CA 95054; or ir@svb.com. Copies of
documents filed with the SEC by Boston Private will be made available free of
charge on Boston Private's website at http://ir.bostonprivate.com or by
contacting Boston Private's Investor Relations department at 617.912.4386; 10
Post Office Square, Boston, MA 02109; or investor-relations@bostonprivate.com.
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 SEC on March 9, 2020, and other documents filed by SVB with the
SEC. Information about the directors and executive officers of Boston Private is
set forth in the proxy statement for Boston Private's 2020 Annual Meeting of
Shareholders, which was filed with the SEC on March 16, 2020, and other
documents filed by Boston Private with the SEC. Additional information regarding
the interests of those participants and other persons who may be deemed
participants in the transaction may be obtained by reading the Proxy
Statement/Prospectus regarding the proposed merger when it becomes available.
Free copies of this document may be obtained as described in the preceding
paragraph.
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