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): November 13, 2018

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 240.14a-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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (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.

See Item 8.01. SVB Financial Group (the “Company”) intends to provide supplemental information regarding the proposed transaction described in Item 8.01 in connection with presentations to analysts and investors. A copy of the slides that will be made available in connection with the presentations is attached hereto as Exhibit 99.2. The information contained in this Item 7.01 and Exhibit 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01 Other Events

On November 13, 2018, the Company issued a press release announcing that the Company entered into a definitive merger agreement pursuant to which, on the terms and subject to the conditions set forth therein, a merger subsidiary of the Company will merge with and into Leerink Holdings LLC (“Leerink”), with Leerink as the surviving company in the merger. The surviving company will operate as a wholly-owned subsidiary of the Company under the name SVB Leerink. A copy of the Company’s press release announcing the transaction is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No.	Description
99.1	Press Release, dated November 13, 2018.
99.2	Investor Presentation, dated November 13, 2018.

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: November 13, 2018	SVB FINANCIAL GROUP
	By:	/s/ Daniel Beck
	Name:	Daniel Beck
	Title:	Chief Financial Officer

EX-99.1

Exhibit 99.1

SVB Financial Group to Acquire Healthcare Investment Bank Leerink Partners

Strategic combination will strengthen SVB’s position as the leading financial services provider to Healthcare and Life Science Companies

SANTA CLARA, Calif. — November 13, 2018— SVB Financial Group (“SVB”) (NASDAQ: SIVB) today announced that it has entered into a merger agreement to acquire Leerink Holdings LLC (“Leerink”), the Boston-based parent company of Leerink Partners LLC, a leading investment bank focused on the healthcare and life science industries. SVB Financial Group is the parent company of Silicon Valley Bank, the bank of the world’s most innovative companies and their investors.

The new entity, SVB Leerink, will operate as a wholly-owned subsidiary of SVB Financial Group. With the acquisition, SVB will complement its commercial banking and lending products with a full range of investment banking services focused on healthcare and life science companies. SVB will acquire Leerink for $280 million in cash up front to the unitholders and, in addition, will provide a retention pool for employees of $60 million to be paid over five years. The deal has been approved by Leerink’s unitholders and the transaction is expected to close during the first quarter of 2019.

Leerink is an established leader in Equity & Convertible Capital Markets, Mergers & Acquisitions, Equity Research and Sales & Trading for growth and innovation-minded healthcare and life science companies.

“SVB and Leerink share a focus on providing financing and strategic advice at critical stages in a company’s growth and development,” said Greg Becker, CEO of SVB Financial Group and Silicon Valley Bank. “Together, we will deliver a complete capital markets offering – including debt, convertible debt and equity financing – and advisory services – including mergers & acquisitions – for private and public healthcare and life science companies. Leerink is a best-in-class firm and we look forward to welcoming our Leerink colleagues to SVB.”

The leadership team at Leerink Partners will remain in place and will run the business in much the same capacity as it operates today. SVB Leerink will focus on continuing to grow its business and will partner with SVB’s life science and healthcare team to support their collective clients more comprehensively, through every stage of their financial lifecycle.

“This merger represents an important step forward for our firm as we continue to strive to be an indispensable company-building partner to our expanding global client base,” said Jeff Leerink, Chairman and CEO of Leerink, who will serve as the CEO of SVB Leerink. “SVB and Leerink share a strong client-focused culture, uniquely aligned on building long-term client relationships.”

“SVB is the ideal partner to advance our franchise and more comprehensively serve our clients as they pursue their strategic, capital markets and investment objectives,” said James Boylan, President and Head of Investment Banking at Leerink Partners, who will serve in the same role at SVB Leerink. “We look forward to collaborating with our partners at SVB as we share a common focus on growth and innovation-minded healthcare companies.”

SVB Leerink will continue to provide broad coverage across all subsectors of healthcare including: biotechnology, pharmaceuticals, medical devices, diagnostic and life science tools, healthcare services and digital health. The acquisition will accelerate the growth and geographic reach of Leerink’s offering, while providing SVB with a diverse and growing revenue stream, as well as the opportunity for their collective clients to leverage the broadest set of products and services available.

Keefe, Bruyette & Woods, A Stifel Company, acted as financial advisor to SVB in the transaction. Sullivan & Cromwell LLP served as legal counsel to SVB. Sandler O’Neill + Partners, L.P. acted as financial advisor to Leerink. Skadden, Arps, Slate, Meagher & Flom LLP served as legal counsel to Leerink.

Investor Conference Call Details

SVB has filed an 8-K with the SEC containing a copy of an investor presentation deck, which will also be posted on the Investor Relations section of its website at www.svb.com The Company will hold an investor call at 2:30 p.m. Pacific Time on Tuesday, November 13, 2018.

Dial-in information: (888) 771-4371 or (847) 585-4405, Confirmation 47871567

Live audio webcast: http://ir.svb.com

An audio replay of the call will be available from approximately 5:30 p.m. Pacific Time on November 13, 2018 through December 13, 2018. The replay will also be available at http://ir.svb.com for 12 months beginning November 13, 2018.

Replay: (888) 843-7419 or (630) 652-3042, Passcode 47871567#

About SVB Financial Group

For 35 years, SVB Financial Group (NASDAQ: SIVB) and its subsidiaries have helped innovative companies and their investors move bold ideas forward, fast. SVB Financial Group’s businesses, including Silicon Valley Bank, offer commercial and private banking, asset management, private wealth management, brokerage and investment services and funds management services to companies in the technology, life science and healthcare, private equity and venture capital, and premium wine industries. Headquartered in Santa Clara, California, SVB Financial Group operates in centers of innovation around the world. Learn more at www.svb.com.

SVB Financial Group is the holding company for all business units and groups ^© 2018 SVB Financial Group. All rights reserved. SVB, SVB FINANCIAL GROUP, SILICON VALLEY BANK, MAKE NEXT HAPPEN NOW and the chevron device are trademarks of SVB Financial Group, used under license. Silicon Valley Bank is a member of the FDIC and the Federal Reserve System. Silicon Valley Bank is the California bank subsidiary of SVB Financial Group.

About Leerink Partners LLC

Leerink Partners LLC is a leading investment bank, specializing in healthcare and life sciences. Our knowledge, experience and focus enable us to help our clients define and achieve their strategic, capital markets and investment objectives. We partner with companies that develop and commercialize innovative products and services that are defining the future of healthcare. Leerink Partners LLC is a member of FINRA/SIPC. For more information, please visit: www.leerink.com.

Forward-Looking Statements

This press release contains 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 involve risks and uncertainties that could result in the Company’s actual results differing materially from those projected in the forward-looking statements. In this release, the Company makes forward-looking statements regarding its plans to acquire Leerink Holdings; the expected closing timeframe; the expected benefits to the Company as a result of the consummation of the acquisition; the expanded service and product offering contemplated after the acquisition; SVB Leerink’s growth plans; and plans regarding Leerink’s personnel. There are various important factors that could cause actual events to differ from such forward-looking statements, including, among others, failure to complete the proposed transaction in a timely manner or at all, including to satisfy closing conditions (including ability to obtain required regulatory approvals) on a timely basis or at all; the effects of the transaction (or its announcement) on the business or operations of the Company or Leerink or on their employees, clients, business partners or investors; the retention of Leerink personnel and customers; the ability of the Company to successfully integrate Leerink without material unanticipated costs or adverse results to the Company’s or Leerink’s existing businesses and to achieve expected benefits and synergies associated with the acquisition within anticipated time frames or at all; the applicability of the Bank Holding Company Act (including the Volcker Rule) to Leerink; the potential for disruption to the Company’s existing plans and operation or diversion of management’s attention from ongoing business concerns; risks related to unforeseen liabilities of Leerink; general economic and market conditions; and other risk factors described in documents filed by the Company with the U.S. Securities and Exchange Commission. For information about other important factors that could cause actual results to differ materially from those discussed in the forward-looking statements contained in this release, please refer to the Company’s public reports filed with the U.S. Securities and Exchange Commission, including its most recently-filed quarterly or annual report. The forward-looking statements included in this release are made only as of the date of this release and the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances that arise after the date such statements are made.

Investor Contacts:

Meghan O’Leary

Investor Relations

Silicon Valley Bank

moleary@svb.com

Media Contacts:

Eileen Nolan

Public Relations

Silicon Valley Bank

enolan@svb.com

Brian Schaffer

Prosek Partners for SVB

bschaffer@prosek.com

Diane Vieira

Public Relations

Leerink Partners LLC

diane.vieira@leerink.com

Kaitlyn Rawlett

Weber Shandwick for Leerink Partners LLC

Leerink@webershandwick.com

EX-99.2

Exhibit 99.2 SVB Financial Group to Acquire Healthcare Investment Bank Leerink Partners Presentation to Investors November 13, 2018Exhibit 99.2 SVB Financial Group to Acquire Healthcare Investment Bank Leerink Partners Presentation to Investors November 13, 2018

Disclaimer Forward-Looking Statements This presentation contains 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 involve risks and uncertainties that could result in our actual results differing materially from those projected in the forward-looking statements. In this presentation, we makes forward-looking statements regarding our plans to acquire Leerink Holdings; the expected closing timeframe; the expected benefits to us as a result of the consummation of the acquisition; the expanded service and product offering contemplated after the acquisition; SVB Leerink’s growth plans; and plans regarding Leerink’s personnel. There are various important factors that could cause actual events to differ from such forward-looking statements, including, among others, failure to complete the proposed transaction in a timely manner or at all, including to satisfy closing conditions (including ability to obtain required regulatory approvals) on a timely basis or at all; the effects of the transaction (or its announcement) on the business or operations of us or Leerink or on the employees, clients, business partners or investors of us or Leerink; the retention of Leerink personnel and customers; our ability to successfully integrate Leerink without material unanticipated costs or adverse results to our or Leerink’s existing businesses and to achieve expected benefits and synergies associated with the acquisition within anticipated time frames or at all; the applicability of the Bank Holding Company Act (including the Volcker Rule) to Leerink; the potential for disruption to our existing plans and operation or diversion of management's attention from ongoing business concerns; risks related to unforeseen liabilities of Leerink; general economic and market conditions; and other risk factors described in documents filed by us with the U.S. Securities and Exchange Commission. For information about other important factors that could cause actual results to differ materially from those discussed in the forward-looking statements contained in this presentation, please refer to our public reports filed with the U.S. Securities and Exchange Commission, including our most recently-filed quarterly or annual report. The forward-looking statements included in this presentation are made only as of the date of this presentation and we undertake no obligation to update any forward-looking statement to reflect events or circumstances that arise after the date such statements are made. SVB Financial Group Investor Presentation 2Disclaimer Forward-Looking Statements This presentation contains 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 involve risks and uncertainties that could result in our actual results differing materially from those projected in the forward-looking statements. In this presentation, we makes forward-looking statements regarding our plans to acquire Leerink Holdings; the expected closing timeframe; the expected benefits to us as a result of the consummation of the acquisition; the expanded service and product offering contemplated after the acquisition; SVB Leerink’s growth plans; and plans regarding Leerink’s personnel. There are various important factors that could cause actual events to differ from such forward-looking statements, including, among others, failure to complete the proposed transaction in a timely manner or at all, including to satisfy closing conditions (including ability to obtain required regulatory approvals) on a timely basis or at all; the effects of the transaction (or its announcement) on the business or operations of us or Leerink or on the employees, clients, business partners or investors of us or Leerink; the retention of Leerink personnel and customers; our ability to successfully integrate Leerink without material unanticipated costs or adverse results to our or Leerink’s existing businesses and to achieve expected benefits and synergies associated with the acquisition within anticipated time frames or at all; the applicability of the Bank Holding Company Act (including the Volcker Rule) to Leerink; the potential for disruption to our existing plans and operation or diversion of management's attention from ongoing business concerns; risks related to unforeseen liabilities of Leerink; general economic and market conditions; and other risk factors described in documents filed by us with the U.S. Securities and Exchange Commission. For information about other important factors that could cause actual results to differ materially from those discussed in the forward-looking statements contained in this presentation, please refer to our public reports filed with the U.S. Securities and Exchange Commission, including our most recently-filed quarterly or annual report. The forward-looking statements included in this presentation are made only as of the date of this presentation and we undertake no obligation to update any forward-looking statement to reflect events or circumstances that arise after the date such statements are made. SVB Financial Group Investor Presentation 2

Strategic combination • The acquisition of Leerink strengthens SVB’s position as the leading financial services provider to global Life Science and Healthcare Companies – A leading life science and healthcare focused company adds expertise and clients to SVB’s franchise • Expands our solutions available to support the most innovative companies in the sector – Full suite of integrated financial services by adding equity capital markets, mergers & acquisitions, and convertible business • Enhances our deep sector expertise – Top research capabilities and advisory expertise align with SVB’s sector focus • Client-centric culture shared across the platform – Focus on relationships rather than transactions, with a high percentage of repeat clients • Diversifies earnings stream – Increases fee income contribution to total revenue • Strong financial returns with IRR > 20%, accretive to earnings, and additive to ROE – Maintain strong capital position SVB Financial Group Investor Presentation 3Strategic combination • The acquisition of Leerink strengthens SVB’s position as the leading financial services provider to global Life Science and Healthcare Companies – A leading life science and healthcare focused company adds expertise and clients to SVB’s franchise • Expands our solutions available to support the most innovative companies in the sector – Full suite of integrated financial services by adding equity capital markets, mergers & acquisitions, and convertible business • Enhances our deep sector expertise – Top research capabilities and advisory expertise align with SVB’s sector focus • Client-centric culture shared across the platform – Focus on relationships rather than transactions, with a high percentage of repeat clients • Diversifies earnings stream – Increases fee income contribution to total revenue • Strong financial returns with IRR > 20%, accretive to earnings, and additive to ROE – Maintain strong capital position SVB Financial Group Investor Presentation 3

SVB serves innovative companies of all sizes around the world Technology + Life Science & Healthcare Accelerator Growth Corp Fin Investors Individuals Revenue Revenue Revenue Private Equity Private Bank <$5M $5M–$75M >$75M Venture Capital Wealth Management l SVB Financial Group’s offices l SVB Financial Group’s international banking network China | Germany | Israel | United Kingdom | United States SVB Financial Group Investor Presentation 4SVB serves innovative companies of all sizes around the world Technology + Life Science & Healthcare Accelerator Growth Corp Fin Investors Individuals Revenue Revenue Revenue Private Equity Private Bank <$5M $5M–$75M >$75M Venture Capital Wealth Management l SVB Financial Group’s offices l SVB Financial Group’s international banking network China | Germany | Israel | United Kingdom | United States SVB Financial Group Investor Presentation 4

SVB is the financial partner of choice for innovative life science & healthcare companies Sector expertise Our clients More than More than MEDICAL HEALTHCARE IT DEVICES 2,680 50% / DIGITAL HEALTH Life science and healthcare of U.S. life science and healthcare clients in the U.S., as of 3Q’18 companies that have done a secondary in 2018 are SVB clients BIOPHARMA & HEALTHCARE DIAGNOSTICS SERVICES 66% 15% of VC-backed life science and Year-over-year client growth healthcare companies that since Q1 2016 Client Funds & Loans portfolios went public in the U.S. in 2018 2 are SVB clients *Additional clients in the UK, Germany, and China 1 total client funds $33.3B $27.5B Client investments (off-balance sheet) 65 public company clients with $4.8B Noninterest-bearing deposits market cap over $1B $1.0B Interest-bearing deposits 1 total loan commitments $2.7B $1.20B Biopharma and diagnostics $420M Healthcare services $570M Healthcare IT/digital health $520M Medical devices 1. As reported on a consolidated basis as of September 30, 2018. 2. Q3 2018 PitchBook-NVCA Venture Monitor. SVB Financial Group Investor Presentation 5SVB is the financial partner of choice for innovative life science & healthcare companies Sector expertise Our clients More than More than MEDICAL HEALTHCARE IT DEVICES 2,680 50% / DIGITAL HEALTH Life science and healthcare of U.S. life science and healthcare clients in the U.S., as of 3Q’18 companies that have done a secondary in 2018 are SVB clients BIOPHARMA & HEALTHCARE DIAGNOSTICS SERVICES 66% 15% of VC-backed life science and Year-over-year client growth healthcare companies that since Q1 2016 Client Funds & Loans portfolios went public in the U.S. in 2018 2 are SVB clients *Additional clients in the UK, Germany, and China 1 total client funds $33.3B $27.5B Client investments (off-balance sheet) 65 public company clients with $4.8B Noninterest-bearing deposits market cap over $1B $1.0B Interest-bearing deposits 1 total loan commitments $2.7B $1.20B Biopharma and diagnostics $420M Healthcare services $570M Healthcare IT/digital health $520M Medical devices 1. As reported on a consolidated basis as of September 30, 2018. 2. Q3 2018 PitchBook-NVCA Venture Monitor. SVB Financial Group Investor Presentation 5

Leerink is a leading life science & healthcare investment bank Founded: 1995 Headquarters: Boston, Massachusetts Locations: New York, San Francisco, and Charlotte Founder and CEO: Jeff Leerink President and Head of Investment Banking: Jim Boylan Chief Administrative Officer: Joe Gentile Equity Capital Markets M&A Expertise Consistently ranked “Top 5” A leading M&A Advisor providing Bookrunning Underwriter for IPOs strategic advice to leaders in this and Follow-on Offerings dynamic market Research Sales & Trading Experienced Healthcare research team Seasoned Sales and Trading Platform covering 180 companies across covering over 900 institutions and therapeutics, life science tools, clinical making a market in over 500 diagnostics, medical devices and healthcare stocks healthcare services / IT Convertibles Asset Management Underwriting and structuring for corporate ~$750m AUM multi-strategy asset management business clients, as well as sales & trading ideas and that includes i) Leerink Revelation Partners: secondary execution across the universe of healthcare investing in healthcare, and ii) Leerink Transformation convertibles for institutional clients Partners: healthcare/ technology fund SVB Financial Group Investor Presentation 6Leerink is a leading life science & healthcare investment bank Founded: 1995 Headquarters: Boston, Massachusetts Locations: New York, San Francisco, and Charlotte Founder and CEO: Jeff Leerink President and Head of Investment Banking: Jim Boylan Chief Administrative Officer: Joe Gentile Equity Capital Markets M&A Expertise Consistently ranked “Top 5” A leading M&A Advisor providing Bookrunning Underwriter for IPOs strategic advice to leaders in this and Follow-on Offerings dynamic market Research Sales & Trading Experienced Healthcare research team Seasoned Sales and Trading Platform covering 180 companies across covering over 900 institutions and therapeutics, life science tools, clinical making a market in over 500 diagnostics, medical devices and healthcare stocks healthcare services / IT Convertibles Asset Management Underwriting and structuring for corporate ~$750m AUM multi-strategy asset management business clients, as well as sales & trading ideas and that includes i) Leerink Revelation Partners: secondary execution across the universe of healthcare investing in healthcare, and ii) Leerink Transformation convertibles for institutional clients Partners: healthcare/ technology fund SVB Financial Group Investor Presentation 6

Expands Our Solutions to Support Our Client Base Full suite of financial services Global Commercial Bank ¤ Silicon Valley SVB Capital SVB Private Bank Bank/Wealth Treasury Management: FX, Private venture ¤ investing expertise, Cards, Payments Advisory Global commercial oversight and banking for innovators, Private banking and Asset/Fund Management management enterprises and ¤¤ investment strategies investors for influencers in the Private Bank innovation ecosystem ¤ Wealth Management ¤ + Equity Capital Markets ¤ • Expansive client base Convertible Capital Markets ¤ • Full suite of equity, convertible, and advisory solutions M&A Advisory ¤ • Top research franchise • MEDAcorp, a specialized knowledge asset Sales and Trading ¤ • Deep relationships with investors and strategic partners Equity Research ¤ SVB Financial Group Investor Presentation 7Expands Our Solutions to Support Our Client Base Full suite of financial services Global Commercial Bank ¤ Silicon Valley SVB Capital SVB Private Bank Bank/Wealth Treasury Management: FX, Private venture ¤ investing expertise, Cards, Payments Advisory Global commercial oversight and banking for innovators, Private banking and Asset/Fund Management management enterprises and ¤¤ investment strategies investors for influencers in the Private Bank innovation ecosystem ¤ Wealth Management ¤ + Equity Capital Markets ¤ • Expansive client base Convertible Capital Markets ¤ • Full suite of equity, convertible, and advisory solutions M&A Advisory ¤ • Top research franchise • MEDAcorp, a specialized knowledge asset Sales and Trading ¤ • Deep relationships with investors and strategic partners Equity Research ¤ SVB Financial Group Investor Presentation 7

Diversifies SVB’s Earnings Profile Last Twelve Months as of September 30, 2018 • Leerink provides revenue 1 diversification and on a pro forma Leerink SVB Combined basis boosts our noninterest income / revenue ratio by Net interest income $ -- $ 1,773 $ 1,773 2 approximately 700 basis points Noninterest income 263 711 974 • Leerink will increase our efficiency ratio given their Operating expense 227 1,145 1,372 business model cost structure 3 Efficiency ratio 86.3% 46.1% 49.9% Noninterest income / 100.0% 28.6% 35.5% revenue ratio 1. Unaudited summary pro forma information. Excludes all potential merger adjustments. 2. Based on 12-month financials as of September 30, 2018. Excludes all potential merger adjustments. SVB Financial Group Investor Presentation 8 3. Efficiency ratio: Ratio is calculated by dividing noninterest expense by total net interest income plus noninterest income. Source: company documents, and 3Q’18 earnings release.Diversifies SVB’s Earnings Profile Last Twelve Months as of September 30, 2018 • Leerink provides revenue 1 diversification and on a pro forma Leerink SVB Combined basis boosts our noninterest income / revenue ratio by Net interest income $ -- $ 1,773 $ 1,773 2 approximately 700 basis points Noninterest income 263 711 974 • Leerink will increase our efficiency ratio given their Operating expense 227 1,145 1,372 business model cost structure 3 Efficiency ratio 86.3% 46.1% 49.9% Noninterest income / 100.0% 28.6% 35.5% revenue ratio 1. Unaudited summary pro forma information. Excludes all potential merger adjustments. 2. Based on 12-month financials as of September 30, 2018. Excludes all potential merger adjustments. SVB Financial Group Investor Presentation 8 3. Efficiency ratio: Ratio is calculated by dividing noninterest expense by total net interest income plus noninterest income. Source: company documents, and 3Q’18 earnings release.

Summary of Key Transaction Terms 1 • $280 million of cash to Leerink unitholders Purchase Price • Leerink to be re-branded as “SVB Leerink” Branding • Jeff Leerink to remain CEO • Jim Boylan to remain President and Head of Investment Banking Management • Joe Gentile to remain CAO • $60 million retention pool paid over 5 years to key employees Retention • Key employees have signed employment and retention agreements • Leerink unitholder consent already obtained Approvals Required • Customary regulatory approvals, FINRA and HSR • Q1 2019 Expected Closing 1. Subject to delivery of agreed upon capital; Leerink will dividend any excess capital to unitholders prior to close. SVB Financial Group Investor Presentation 9Summary of Key Transaction Terms 1 • $280 million of cash to Leerink unitholders Purchase Price • Leerink to be re-branded as “SVB Leerink” Branding • Jeff Leerink to remain CEO • Jim Boylan to remain President and Head of Investment Banking Management • Joe Gentile to remain CAO • $60 million retention pool paid over 5 years to key employees Retention • Key employees have signed employment and retention agreements • Leerink unitholder consent already obtained Approvals Required • Customary regulatory approvals, FINRA and HSR • Q1 2019 Expected Closing 1. Subject to delivery of agreed upon capital; Leerink will dividend any excess capital to unitholders prior to close. SVB Financial Group Investor Presentation 9

Strong Financial Returns Expected Revenue synergies identified but not included in our metrics; no cost savings assumed • >20% IRR • 2019: 1.3% 1 EPS Accretion • 2020: 1.8% • 4% dilutive to tangible book value per share at close 2 TBV Impact • ~5 year earnback • +100 basis points accretive to our return on tangible common equity ROATCE Impact • TCE / TA: ~35 basis point decline Solid Pro Forma Capital Ratios • CET1: ~60 basis point decline 1. Pro forma EPS is inclusive of intangible amortization, which is pending and subject to change. 2. Earnback measure is based on the ‘crossover’ method, which measures the time period in which it takes our pro forma tangible book value per share to exceed our projected standalone tangible book value per share. SVB Financial Group Investor Presentation 10Strong Financial Returns Expected Revenue synergies identified but not included in our metrics; no cost savings assumed • >20% IRR • 2019: 1.3% 1 EPS Accretion • 2020: 1.8% • 4% dilutive to tangible book value per share at close 2 TBV Impact • ~5 year earnback • +100 basis points accretive to our return on tangible common equity ROATCE Impact • TCE / TA: ~35 basis point decline Solid Pro Forma Capital Ratios • CET1: ~60 basis point decline 1. Pro forma EPS is inclusive of intangible amortization, which is pending and subject to change. 2. Earnback measure is based on the ‘crossover’ method, which measures the time period in which it takes our pro forma tangible book value per share to exceed our projected standalone tangible book value per share. SVB Financial Group Investor Presentation 10

Summary • The acquisition of Leerink strengthens SVB’s position as the leading financial services provider to global Life Science and Healthcare Companies • Expands our solutions available to support the most innovative companies in the sector • Enhances our deep sector expertise • Client-centric culture shared across the platform • Diversifies earnings stream • Strong financial returns with IRR > 20%, accretive to earnings, and additive to ROE SVB Financial Group Investor Presentation 11Summary • The acquisition of Leerink strengthens SVB’s position as the leading financial services provider to global Life Science and Healthcare Companies • Expands our solutions available to support the most innovative companies in the sector • Enhances our deep sector expertise • Client-centric culture shared across the platform • Diversifies earnings stream • Strong financial returns with IRR > 20%, accretive to earnings, and additive to ROE SVB Financial Group Investor Presentation 11

Appendix SVB Financial Group Investor Presentation 12Appendix SVB Financial Group Investor Presentation 12

Leerink Partners U.S. Cumulative Ranking: By Deal Value & Deal Count Bookrun Equity Bookrun Convertibles M&A (1) 2015 – 2018 YTD 2016 – 2018 YTD 2015 – 2018 YTD Deal Deal Deal Rank Company Rank Company Rank Company Value Value Value 1 J.P. Morgan $11,924 1 Goldman Sachs $57,412 1 J.P. Morgan $3,047 2 Cowen & Company $8,781 2 Goldman Sachs $1,676 2 JPMorgan $50,350 3 Jefferies $7,927 3 Morgan Stanley $1,483 3Citi $37,724 4 Morgan Stanley $31,325 4 $7,823 4 $1,225 5 Bank of America Merrill Lynch $26,470 5 Bank of America Merrill Lynch $1,129 5 Goldman Sachs $7,781 6 Centerview Partners $23,304 6 Jefferies $1,056 6 Bank of America Merrill Lynch $6,768 7 Jefferies $21,327 7 Morgan Stanley $5,946 7 Cowen & Company $728 8 Guggenheim Partners $20,065 8 Citi $4,125 8 Wells Fargo Securities $537 9 Lazard $18,236 9 Piper Jaffray $3,901 9 RBC Capital Markets $510 10 Barclays $17,808 Credit Suisse $3,486 10 10 Citi $500 11 $16,935 Deal Deal Deal Rank Company Rank Company Rank Company Count Count Count 1 J.P. Morgan 167 1 J.P. Morgan 24 1 J.P Morgan 65 2 Cowen & Company 165 2 Goldman Sachs 12 2 Jefferies 40 3 Jefferies 153 3 Morgan Stanley 10 338 144 10 4 4 4 Goldman Sachs 34 5 Bank of America Merrill Lynch 27 5 Goldman Sachs 101 5 Bank of America Merrill Lynch 8 6Citi 27 6 Bank of America Merrill Lynch 95 6 Jefferies 8 7 Morgan Stanley 91 7Cowen & Company 6 7 Piper Jaffray & Co 27 8Citi 83 8 Wells Fargo Securities 6 8 Morgan Stanley 22 9 Lazard 22 9 Piper Jaffray 79 9 RBC Capital Markets 4 10 Credit Suisse 63 10 Citi 4 10 Houlihan Lokey 22 Note: Healthcare equity rankings are apportioned evenly among bookrunners with a target market between $50mm - $250mm for IPOs and between $50mm - $500mm for Follow-Ons and Convertibles. Healthcare M&A transactions include corporate deals between $50mm - $5bn and PE deals between $50mm -$1bn. (1) Cumulative ranking for convertibles represents 2016 to 2018YTD. Investment in Convertibles team in 2016. SVB Financial Group Investor Presentation 13 Source: Dealogicas of 11/6/2018.Dollars are in millions.Leerink Partners U.S. Cumulative Ranking: By Deal Value & Deal Count Bookrun Equity Bookrun Convertibles M&A (1) 2015 – 2018 YTD 2016 – 2018 YTD 2015 – 2018 YTD Deal Deal Deal Rank Company Rank Company Rank Company Value Value Value 1 J.P. Morgan $11,924 1 Goldman Sachs $57,412 1 J.P. Morgan $3,047 2 Cowen & Company $8,781 2 Goldman Sachs $1,676 2 JPMorgan $50,350 3 Jefferies $7,927 3 Morgan Stanley $1,483 3Citi $37,724 4 Morgan Stanley $31,325 4 $7,823 4 $1,225 5 Bank of America Merrill Lynch $26,470 5 Bank of America Merrill Lynch $1,129 5 Goldman Sachs $7,781 6 Centerview Partners $23,304 6 Jefferies $1,056 6 Bank of America Merrill Lynch $6,768 7 Jefferies $21,327 7 Morgan Stanley $5,946 7 Cowen & Company $728 8 Guggenheim Partners $20,065 8 Citi $4,125 8 Wells Fargo Securities $537 9 Lazard $18,236 9 Piper Jaffray $3,901 9 RBC Capital Markets $510 10 Barclays $17,808 Credit Suisse $3,486 10 10 Citi $500 11 $16,935 Deal Deal Deal Rank Company Rank Company Rank Company Count Count Count 1 J.P. Morgan 167 1 J.P. Morgan 24 1 J.P Morgan 65 2 Cowen & Company 165 2 Goldman Sachs 12 2 Jefferies 40 3 Jefferies 153 3 Morgan Stanley 10 338 144 10 4 4 4 Goldman Sachs 34 5 Bank of America Merrill Lynch 27 5 Goldman Sachs 101 5 Bank of America Merrill Lynch 8 6Citi 27 6 Bank of America Merrill Lynch 95 6 Jefferies 8 7 Morgan Stanley 91 7Cowen & Company 6 7 Piper Jaffray & Co 27 8Citi 83 8 Wells Fargo Securities 6 8 Morgan Stanley 22 9 Lazard 22 9 Piper Jaffray 79 9 RBC Capital Markets 4 10 Credit Suisse 63 10 Citi 4 10 Houlihan Lokey 22 Note: Healthcare equity rankings are apportioned evenly among bookrunners with a target market between $50mm - $250mm for IPOs and between $50mm - $500mm for Follow-Ons and Convertibles. Healthcare M&A transactions include corporate deals between $50mm - $5bn and PE deals between $50mm -$1bn. (1) Cumulative ranking for convertibles represents 2016 to 2018YTD. Investment in Convertibles team in 2016. SVB Financial Group Investor Presentation 13 Source: Dealogicas of 11/6/2018.Dollars are in millions.

Q&A Greg Becker, CEO Mike Descheneaux, President of Silicon Valley Bank Dan Beck, CFOQ&A Greg Becker, CEO Mike Descheneaux, President of Silicon Valley Bank Dan Beck, CFO