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): April 21, 2011

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 8.01 Other Events.

On April 21, 2011, Silicon Valley Bank (the “Bank”), a wholly-owned subsidiary of SVB Financial Group (the “Company”), announced the commencement of cash tender offers to repurchase any and all of: (i) its $250 million aggregate principal amount of 5.700% Senior Notes due 2012 and (ii) its $250 million aggregate principal amount of 6.050% Subordinated Notes due 2017.

A copy of the press release announcing the transaction described above is attached as Exhibit 99.1. In addition, copies of the Company’s interim consolidated statements of income (unaudited) for the three months ended March 31, 2011 and 2010, and years ended December 31, 2010 and 2009, and interim consolidated balance sheets (unaudited) as of March 31, 2011 and December 31, 2010 are attached as Exhibit 99.2. Both exhibits are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Press Release, dated as of April 21, 2011, announcing the cash tender offer transaction.
99.2	Interim Consolidated Financial Statements (Unaudited)

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: April 21, 2011	SVB FINANCIAL GROUP
	By:	/s/ KAMRAN HUSAIN

Name:	Kamran Husain
Title:	Chief Accounting Officer
	(Principal Accounting Officer)

Exhibit Index

Exhibit No.	Description
99.1	Press Release, dated as of April 21, 2011, announcing the cash tender offer transaction.
99.2	Interim Consolidated Financial Statements (Unaudited)

EX-99.1

Exhibit 99.1

SVB Financial Group Announces Debt Buyback Offer

SANTA CLARA, Calif., April 21, 2011 –SVB Financial Group (Nasdaq: SIVB) today announced that its wholly-owned subsidiary, Silicon Valley Bank (“SVB”), has commenced cash tender offers to repurchase certain of its outstanding notes in order to reduce its debt. SVB is offering to repurchase for cash (i) any and all of its 5.700% Senior Notes due 2012 (the “Senior Notes”) and (ii) any and all of its 6.050% Subordinated Notes due 2017 (the “Subordinated Notes” and together with the Senior Notes, the “Notes”). The repurchase of the Notes will be funded by cash on hand.

The purchase price for each $1,000 principal amount of each series of Notes validly tendered and not withdrawn will be calculated in a manner intended to result in a yield to maturity equal to the sum of (i) the yield to maturity of the U.S. Treasury Reference security shown in the table below for each series of Notes, as measured by the Dealer Manager at 10:00 a.m., New York City time, on the expiration date for the applicable offer, and (ii) the Fixed Spread for each series of Notes shown in the table below.

Title of Security	CUSIP Numbers	Principal Amount Outstanding		U.S. Treasury Reference Security	Bloomberg Reference Page	Fixed Spread (Basis Points)
Senior Notes	827065AA1	$	250,000,000	0.75% due March 31, 2013	BBTN	25
Subordinated Notes	827065AB9	$	250,000,000	2.25% due March 31, 2016	BBTN	180

Each offer to purchase the Notes is scheduled to expire at 5:00 p.m., New York City time, on May 2, 2011, unless the applicable offers are extended or earlier terminated (the “Expiration Date”). The settlement date for Notes purchased is scheduled to be May 3, 2011 and, in addition to the purchase price, will include accrued and unpaid interest from the last interest payment date to, but excluding, the settlement date.

Tendered Notes may be withdrawn on or prior to the Expiration Date. Following the Expiration Date, holders who have tendered their Notes may not withdraw such Notes. The offer for each series of Notes is subject to certain conditions, but is not conditioned on the tender of a minimum principal amount of Notes.

*********************

The complete terms and conditions of the tender offers are set forth in the Offer to Purchase and a Letter of Transmittal, along with any amendments and supplements thereto, which holders are urged to read carefully before making any decision with respect to the tender offers. Copies of the Offer to Purchase and the Letter of Transmittal may be obtained from Bondholder Communications Group, the Information and Tender Agent for the tender offers, at (212) 809-2663 (banks and brokers) or (888) 385-2663 (all others). Questions regarding the tender offers may also be directed to the Dealer Manager for the tender offers, Goldman, Sachs & Co., at (800) 828-3182 or (212) 855-9063 (collect).

This press release is neither an offer to purchase nor a solicitation of an offer to sell any securities. SVB is making the tender offers only by, and pursuant to the terms of, the Offer to Purchase and a Letter of Transmittal. The tender offers are not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. None of the SVB, the information and tender agent, the dealer manager or the fiscal agent with respect to the Notes, nor any of SVB’s or their respective affiliates, makes any recommendation as to whether holders should tender or refrain from tendering all or any portion of their Notes in response to the tender offers.

(SIVB-F)

EX-99.2

Exhibit 99.2

SVB FINANCIAL GROUP AND SUBSIDIARIES

INTERIM CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	Three months ended						Year ended
(Dollars in thousands, except share data)	March 31, 2011			March 31, 2010			December 31, 2010			December 31, 2009
Interest income:
Loans	$	89,776		$	73,942		$	319,540		$	335,806
Available-for-sale securities:
Taxable		41,382			32,267			127,422			81,536
Non-taxable		941			970			3,809			4,094
Federal funds sold, securities purchased under agreements to resell and other short-term investment securities		2,002			2,840			10,960			9,790
Total interest income		134,101			110,019			461,731			431,226
Interest expense:
Deposits		3,105			3,665			14,778			21,346
Borrowings		10,697			5,514			28,818			27,730
Total interest expense		13,802			9,179			43,596			49,076
Net interest income		120,299			100,840			418,135			382,150
(Reduction of) provision for loan losses		(3,047	)		10,745			44,628			90,180
Net interest income after provision for loan losses		123,346			90,095			373,507			291,970
Noninterest income:
Gains (losses) on investment securities, net		51,337			16,004			93,360			(31,209	)
Foreign exchange fees		10,497			8,861			36,150			30,735
Deposit service charges		7,117			7,225			31,669			27,663
Credit card fees		3,817			2,687			12,685			9,314
Client investment fees		3,661			3,940			18,020			21,699
Letters of credit and standby letters of credit income		2,710			2,511			10,482			10,333
Gains (losses) on derivative instruments, net		551			1,982			9,522			(753	)
Other		10,264			6,063			35,642			29,961
Total noninterest income		89,954			49,273			247,530			97,743
Noninterest expense:
Compensation and benefits		75,632			59,830			248,606			189,631
Professional services		12,987			12,098			56,123			46,540
Premises and equipment		5,912			5,784			23,023			23,270
Business development and travel		5,653			4,286			20,237			14,014
Net occupancy		4,650			4,688			19,378			17,888
FDIC assessments		3,475			5,049			16,498			17,035
Correspondent bank fees		2,163			1,948			8,379			8,040
(Reduction of) provision for unfunded credit commitments		(900	)		(1,507	)		4,083			(1,367	)
Impairment of goodwill		—			—			—			4,092
Other		7,863			6,400			26,491			24,723
Total noninterest expense		117,435			98,576			422,818			343,866
Income before income tax expense		95,865			40,792			198,219			45,847
Income tax expense		22,770			11,582			61,402			35,207
Net income before noncontrolling interests		73,095			29,210			136,817			10,640
Net (income) loss attributable to noncontrolling interests		(40,088	)		(10,653	)		(41,866	)		37,370
Net income available to common stockholders	$	33,007		$	18,557		$	94,951		$	48,010
Earnings per common share—basic	$	0.78		$	0.45		$	2.27		$	0.67
Earnings per common share—diluted		0.76			0.44			2.24			0.66
Weighted average common shares outstanding—basic		42,482,037			41,404,501			41,773,652			33,900,913
Weighted average common shares outstanding—diluted		43,426,306			42,291,467			42,478,340			34,182,728

SVB FINANCIAL GROUP AND SUBSIDIARIES

INTERIM CONSOLIDATED BALANCE SHEETS

(Unaudited)

(Dollars in thousands, except par value and share data)	March 31,			December 31,
	2011			2010
Assets:
Cash and due from banks	$	2,073,848		$	2,672,725
Federal funds sold, securities purchased under agreements to resell and other short-term investment securities		276,212			403,707
Cash and cash equivalents		2,350,060			3,076,432
Available-for-sale securities		9,500,828			7,917,967
Non-marketable securities		798,064			721,520
Investment securities		10,298,892			8,639,487
Loans, net of unearned income		5,651,170			5,521,737
Allowance for loan losses		(82,051	)		(82,627	)
Net loans		5,569,119			5,439,110
Premises and equipment, net of accumulated depreciation and amortization		46,161			44,545
Accrued interest receivable and other assets		354,034			328,187
Total assets	$	18,618,266		$	17,527,761
Liabilities and total equity:
Liabilities:
Deposits:
Noninterest-bearing demand	$	9,524,698		$	9,011,538
Negotiable order of withdrawal (NOW)		70,242			69,287
Money market		2,369,820			2,272,883
Money market deposits in foreign offices		95,019			98,937
Time		315,835			382,830
Sweep		2,954,705			2,501,466
Total deposits		15,330,319			14,336,941
Short-term borrowings		35,415			37,245
Other liabilities		200,768			196,037
Long-term debt		1,204,733			1,209,260
Total liabilities		16,771,235			15,779,483
SVBFG stockholders’ equity:
Preferred stock, $0.001 par value, 20,000,000 shares authorized; no shares issued and outstanding		—			—
Common stock, $0.001 par value, 150,000,000 shares authorized; 42,697,828 shares, 42,268,201 shares and 41,526,122 shares outstanding, respectively		43			42
Additional paid-in capital		443,453			422,334
Retained earnings		860,838			827,831
Accumulated other comprehensive income		9,240			24,143
Total SVBFG stockholders’ equity		1,313,574			1,274,350
Noncontrolling interests		533,457			473,928
Total equity		1,847,031			1,748,278
Total liabilities and total equity	$	18,618,266		$	17,527,761