-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D1iUoUv+x6hqMNFJFJTeFqElpUrsavgdIDMe4Reeli6zSGcIuM5EXTtHHucKf66A yGOEo7Z6O8K4PXefGtEiLA== 0001193125-07-196514.txt : 20070906 0001193125-07-196514.hdr.sgml : 20070906 20070906162013 ACCESSION NUMBER: 0001193125-07-196514 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20070906 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070906 DATE AS OF CHANGE: 20070906 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SVB FINANCIAL GROUP CENTRAL INDEX KEY: 0000719739 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 942856336 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15637 FILM NUMBER: 071102915 BUSINESS ADDRESS: STREET 1: 3003 TASMAN DR CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: 4086547400 MAIL ADDRESS: STREET 1: 3003 TASMAN DRIVE CITY: SANTA CLARA STATE: CA ZIP: 95054 FORMER COMPANY: FORMER CONFORMED NAME: SILICON VALLEY BANCSHARES DATE OF NAME CHANGE: 19920703 8-K 1 d8k.htm FORM 8-K Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): September 6, 2007

 


SVB Financial Group

(Exact name of registrant as specified in its charter)

 


 

Delaware   000-15637   91-1962278

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(I.R.S. Employer

Identification No.)

3003 Tasman Drive, Santa Clara, CA 95054-1191

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (408) 654-7400

 


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 (see General Instruction A.2. below):

 

¨ 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 240.142-12)

 

¨ 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))

 



Item. 7.01 Regulation FD Disclosure.

On September 6, 2007, SVB Financial Group (the “Company”) announced that Kenneth Wilcox, President and Chief Executive Officer, and Michael Descheneaux, Chief Financial Officer, will present at the Lehman Brothers Financial Services Conferences at the Hilton New York Hotel in New York City, New York, on Monday, September 10, 2007 at 4:30 p.m. (Eastern Time). A live webcast of the conference, as well as a replay of the webcast, will be made publicly available.

In anticipation of the presentation, the Company has prepared a set of “Frequently Asked Questions,” or “FAQs,” about the impact of the current credit and interest rate environment on the Company. The FAQs are publicly accessible from the Company’s website, at www.svb.com under the Investor Relations section. The statements in the FAQs are made by the Company as of September 6, 2007 and the Company undertakes no obligation to update these statements.

A copy of the press release announcing the presentation and webcast access instructions, as well as the FAQs, are attached hereto as Exhibits 99.1 and 99.2 and are incorporated herein by reference. The contents of the webcast are not incorporated herein by reference or otherwise. The information contained in this report and in the exhibits hereto is intended to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.  

Description

99.1   Press Release, dated September 6, 2007, announcing management presentations at Lehman Brothers Financial Services Conference.
99.2   Frequently Asked Questions, dated as of September 6, 2007, regarding the impact of current credit and interest rate environment on the Company.


SIGNATURES

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

 

Date: September 6, 2007   SVB FINANCIAL GROUP
  By:  

/s/ MICHAEL DESCHENEAUX

  Name:   Michael Descheneaux
  Title:   Chief Financial Officer


Exhibit Index

 

Exhibit No.  

Description

99.1   Press Release, dated September 6, 2007, announcing management presentations at Lehman Brothers Financial Services Conference.
99.2   Frequently Asked Questions, dated as of September 6, 2007, regarding the impact of current credit and interest rate environment on the Company.
EX-99.1 2 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

LOGO

3003 Tasman Drive Santa Clara, CA 95054

 

For immediate release    Contacts:   
September 6, 2007    Meghan O’Leary   
   Investor Relations   
   (408) 654-6364   
NASDAQ: SIVB      

SVB FINANCIAL GROUP TO PRESENT AT LEHMAN BROTHERS FINANCIAL SERVICES CONFERENCE

SANTA CLARA, Calif. – September 6, 2007 – SVB Financial Group announced today that Kenneth Wilcox, president and chief executive officer; and Michael Descheneaux, chief financial officer, will present at the Lehman Brothers Financial Services Conference at the Hilton New York Hotel in New York City on Monday, September 10 at 4:30 p.m. Eastern time.

A live webcast of the conference will be available at http://cc.talkpoint.com/LEHM002/091007a_jw/default.asp?entity=SVB. An audio webcast of the presentation will be available for 90 days within 24 hours following the live webcast.

In anticipation of the presentation, the company has prepared some “frequently asked questions” and answers about the impact of the current credit and interest rate environment on SVB Financial Group. These questions and answers are accessible through the company’s website, www.svb.com, under the Investor Relations section.

About SVB Financial Group

For more than 20 years, SVB Financial Group, the parent company of SVB Silicon Valley Bank, has been dedicated to helping entrepreneurs succeed. SVB Financial Group is a financial holding company that serves emerging growth and mature companies in the technology, life science, private equity and premium wine industries. Offering diversified financial services through SVB Silicon Valley Bank, SVB Analytics, SVB Capital, SVB Global and SVB Private Client Services, SVB Financial Group provides clients with commercial, investment, international and private banking services. The company also offers funds management, broker-dealer transactions, asset management and a full range


of services for private equity companies, as well as the added value of its knowledge and networks worldwide. Headquartered in Santa Clara, Calif., SVB Financial Group operates through 27 offices in the U.S. and three internationally. More information on the company can be found at www.svb.com.

Disclaimer:

SVB Silicon Valley Bank refers to Silicon Valley Bank, the California bank subsidiary and the commercial banking operation of SVB Financial Group. Banking services are provided by Silicon Valley Bank, a member of the FDIC and the Federal Reserve. SVB Private Client Services is a division of Silicon Valley Bank. SVB Financial Group is also a member of the Federal Reserve.

EX-99.2 3 dex992.htm FREQUENTLY ASKED QUESTIONS Frequently Asked Questions

Exhibit 99.2

SVB Financial Group/Silicon Valley Bank

Credit Environment Frequently Asked Questions—September 6, 2007

 

  1. How will falling interest rates impact your net interest margin?

While we cannot address speculation about what action the Federal Reserve may take, in the event of a rate decrease, our net interest margin (NIM) would likely decline. As we disclosed in our second quarter 2007 Form 10-Q, filed on August 9, 2007, based on our balance sheet at June 30, 2007, we estimated that the pre-tax, full-year effect of a 100 basis point decline in market interest rates on net interest income would be a decline of approximately $27.9 million.

We want to point out that in our second quarter 2007 earnings release, which we issued on July 26, 2007, we provided guidance regarding our NIM for 2007. It is important to note that this guidance was based on the assumption that interest rates would not change during the year.

 

  2. What is the exposure in your loan portfolio to sub-prime mortgages? To private equity?

At present, we have no sub-prime mortgages in our loan portfolio. The vast majority of our lending to private equity firms is in the form of short-term loans used to fund capital calls. We currently enjoy very high credit quality in that segment of our portfolio.

While we do make loans for corporate buyouts sponsored by private equity firms, those loans currently constitute a very small fraction of our loan portfolio—approximately four percent or $136 million as of the second quarter of 2007. We believe the segment of the buyout market we target is less likely to be affected by two key issues we see affecting leveraged lending. First, we believe there is a concern over lenders holding poorly structured, so-called “covenant-lite” loan structures, which provide substantially less protection for lenders than customary loan structures and which lenders now appear to be having difficulty selling at par in the secondary market. The second issue we see is deal size. Owing to broader market concerns over credit structures and pricing, we see bankers having difficulty syndicating their commitments to the multi-billion dollar buyouts.

By contrast, our leveraged lending is at present limited to smaller, micro-cap deals, typically in the range of $15 to $20 million. Covenants are standard for these loans, and we do not currently rely on syndication in the classic sense.

Looking more broadly, we are not seeing any indication at present that the current credit environment is adversely affecting funding from venture capital firms (a primary source of repayment for our clients) or adversely affecting our clients’ business performance.

 

-1-


  3. How is the current credit environment affecting your approach to underwriting?

Our approach to underwriting has not changed. For years, we have structured our lending to accommodate the entire market cycle, making loans with the assumption that there would be down times as well as up times. Our underwriting approach has allowed us to build and maintain a high quality credit portfolio, and we are continuing to employ it.

 

  4. Have you seen any changes in pricing as a result of the current markets?

Despite the negative news currently out there, this is an area in which we are seeing some positive trends.

When the credit markets are favorable, as they have been in the last few years, we often see other lenders come in with aggressive pricing and more loosely structured, higher risk deals. As part of our long-term credit philosophy, we make a conscious choice to decline deals when we feel the terms and pricing are too loose. We are currently beginning to see some rationalization of the credit process, and pricing and structures appear to be getting tighter. This trend plays to SVB’s strengths by re-emphasizing credit quality, and we believe will promote the long term strength of the overall credit market.

We have also been told that some of our non-bank competitors have had to reprice deals or withdraw altogether from some opportunities as a result of increased funding costs.

 

  5. How has the quality of your investment portfolio been affected by the credit issues we are seeing in the broader markets?

We believe our investment portfolio has not been meaningfully affected by sub-prime issues at this point. We continue to use our investment portfolio as a steady source of cash flows and an interest rate mitigation tool. Our strategy is to maintain high credit quality and good diversification of assets.

Our investment securities backed by mortgages currently constitute about 75 percent of our long-term investment portfolio, which has a target duration of two to three years; less than 15 percent of that, or approximately $170 million, is currently in non-agency, mortgage-backed securities. Less than six percent of the investment portfolio is currently in Alt-A, non-agency AAA-rated, mortgage-backed securities. These are not considered sub-prime, as they have high FICO scores, average loan-to-value ratios of approximately 60 percent, and ample credit support. Additionally, the vast majority of these mortgages were purchased before October 2005, prior to the peak in housing values. As a result, we expect our investments will continue to provide steady cash flows and allow us to maintain a high quality and liquid investment portfolio.

At this time, asset-backed commercial paper is less than two percent of the portfolio and we are not currently reinvesting in those markets.

 

-2-


  6. What are your sources of liquidity?

To date, our liquidity remains strong. In May of this year, we issued $500 million in long-term, fixed-rate funding ($250 million in senior, five-year debt and $250 million in subordinated, 10-year debt), and our business continues to generate capital. These debt issues were swapped to floating rates, which complements our interest rate risk profile.

We also currently have available uncommitted Federal Funds lines in excess of $1.0 billion, as well as repurchase agreements with multiple securities dealers, which allow us to access short term borrowings using our investment portfolio as collateral, as necessary.

 

  7. What impact are you seeing in your client investment funds?

We provide our investment clients with a wide array of options. While we are seeing some “flight to quality” as a few clients have moved their money into all-treasury money market mutual funds, we are not currently seeing runoff in client funds.

 

  8. What changes, if any, are you seeing in your pipeline?

At this point we have not seen any material change in our pipeline or demand for our products and services. One reason for this may be that many of our clients are venture-funded growth companies. While we provide many of these clients with debt to fuel their growth, they are more heavily dependent on equity during these growth stages.

Overall, we are currently seeing continued funding flowing from venture capital firms into our client companies, and would not, at this time, expect a tightening in credit markets to have a significant direct effect on that activity.

Dated as of September 6, 2007

The Frequently Asked Questions (“FAQs”) above contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts, and can be identified by the use of words such as “becoming,” “may,” “will, “ “should,” “predicts,” “potential,” “continue,” “anticipates,” “believes,” “seeks,” “expects,” “plans,” “intends,” the negative of such words, or comparable terminology. In these FAQs, SVB Financial Group makes forward-looking statements discussing management’s expectations about the impact to the company’s business of possible changes in interest rates and the effects of current market conditions on our business, including effects on our investment portfolio, our interest rate swap arrangements, credit quality, loan pricing, liquidity, the impact of sub-prime mortgage and corporate buyout market conditions on our business, private equity lending, venture capital funding levels, and credit market conditions. Although management believes that the expectations reflected in our forward-looking statements are reasonable and has based these expectations on

 

-3-


our beliefs and assumptions, such expectations may prove to be incorrect. Actual results may differ.

Factors that could cause actual results to differ include: (i) existing negative conditions and volatility in portions of the credit markets could extend more broadly to credit markets in which we participate heavily or negatively impact economic conditions generally, either of which would adversely affect our results of operations, (ii) estimates of the impact on our business of changes to prevailing interest rates are based on currently available information and our management’s forecasts and such information could change or such forecasts could ultimately prove to be inaccurate and (iii) estimates herein concerning the potential volatility of our investment portfolio are based on management estimates as well as third party credit ratings and either such estimates or the status of such credit ratings could change or prove to be inaccurate. For additional information about factors that could cause actual results to differ from the expectations stated in forward-looking statements, please refer to our most recently-filed Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 and our Annual Report on Form 10-K for the year ended December 31, 2006. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements.

The forward-looking statements included in these FAQs are made only as of the date of these FAQs noted above. No inference as to the accuracy of any statements herein as of any later date should be made. We do not intend, and undertake no obligation, to update these forward-looking statements.

 

-4-

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