UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
As previously reported, on March 17, 2023, SVB Financial Group (the “Company”) filed a voluntary petition in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) for relief under the provisions of Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”). The Company’s case is administered under the caption In re SVB Financial Group, Case No. 23-10367 (the “Chapter 11 Case”). The Company is continuing to operate its remaining businesses, including SVB Capital, its investment advisory business which sponsors and advises private venture capital and credit funds, as a debtor in possession under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court.
On January 9, 2024, the Company entered into a Restructuring Support Agreement (together with all exhibits and schedules thereto, the “RSA”) with the holders of certain claims that are members of an ad hoc group of senior noteholders (the “Supporting Ad Hoc Group of Senior Noteholder Members”) and the official committee of unsecured creditors appointed in connection with the Chapter 11 Case (the “Official Committee”). The RSA reflects certain principal terms of a potential restructuring that include the proposed treatment of classes of claims and interests, the creation of a liquidating trust and the formation of a new holding company as set forth in the term sheet attached as an exhibit to the RSA. The RSA also contains various milestones, including the date by which the Company is required to, among other things, file the disclosure statement and the chapter 11 plan, the date by which more than two-thirds of the aggregate outstanding principal amount of the Company’s senior notes must have signed on to the RSA and the dates by which the Bankruptcy Court must have entered certain orders.
The RSA provides that the RSA may be terminated by the Supporting Ad Hoc Group of Senior Noteholder Members holding greater than 50% in amount of the Company’s senior notes held by all Supporting Ad Hoc Group of Senior Noteholder Members, by the Official Committee and by any other supporting creditor party to the RSA, each solely with respect to itself and upon the occurrence of certain events, including the breach by any supporting creditors of any representation, warranty or covenant that results in the restructuring transactions no longer having the support of at least two-thirds of the aggregate outstanding principal amount of the Company’s senior notes, and the failure to meet any of the milestones unless such milestone has been waived or extended. The RSA also provides certain other termination events, including that the Company may terminate the RSA in the event its Board of Directors, Restructuring Committee or its equivalent determines in good faith, based on the advice of outside counsel, (i) that continuing to pursue any of the restructuring transactions described therein would be inconsistent with the exercise of its fiduciary duties or applicable law or (ii) in the exercise of its fiduciary duties, to pursue an Alternative Restructuring Proposal (as defined in the RSA).
Although the Company intends to pursue the restructuring transactions contemplated by the RSA, there can be no assurance that the Company will be successful in completing a restructuring or any other similar transaction on the terms set forth in the RSA or at all. In addition, the transactions contemplated by the RSA are subject to approval by the Bankruptcy Court, among other conditions. Accordingly, no assurance can be given that the transactions described therein will be consummated on the expected terms, if at all.
The foregoing description of the RSA does not purport to be complete and is qualified in its entirety by reference to the RSA, a copy of which is attached to this Form 8-K as Exhibit 10.1 and hereby incorporated by reference into this Item 1.01.
| Item 7.01. | Regulation FD Disclosure. |
In connection with the Chapter 11 Case, on January 9, 2024, the Company provided certain financial and other information to certain holders of the Company’s senior notes and preferred stock (the “Creditors”), pursuant to non-disclosure agreements with such Creditors (the “NDAs”). Pursuant to the NDAs, the Company agreed to disclose publicly any material non-public information disclosed to such Creditors after a specified period or upon the occurrence of certain events set forth in the NDAs. The information included in this this Form 8-K as Exhibit 99.1 (the “Disclosure Information”), has been filed with the Bankruptcy Court and is being furnished on this Form 8-K and is incorporated into this Item 7.01 by reference.
In addition, on January 9, 2024, the Company issued a press release announcing new leadership and a new operating structure for SVB Capital Management, LLC, a wholly-owned indirect subsidiary of the Company that manages its SVB Capital business. A copy of the press release is attached hereto as Exhibit 99.2 and incorporated into this Item 7.01 by reference.
The RSA, Disclosure Information and other documents filed on the docket of and other information related to the Chapter 11 Case are available free of charge online at https://restructuring.ra.kroll.com/SVBFG/. Documents and other information available on such website are not part of this Form 8-K and shall not be deemed incorporated by reference in this Form 8-K. The Company has included the website address in this Form 8-K as an inactive textual reference only.
The information contained in this Item 7.01 is being “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.
Cautionary Statement Regarding the Disclosure Information
Management of the Company and of the SVB Capital business prepared the projections in the Disclosure Information from certain internal financial projections based on expectations, beliefs, opinions, and assumptions that they believed were reasonable at the time they were made. Such expectations, beliefs, opinions, and assumptions may not be appropriate as of the date hereof in light of developments in the Company’s or SVB Capital’s business and the broader markets it serves. The projections were not prepared with a view towards public disclosure and were not prepared in accordance with generally accepted accounting principles or any published guidelines for preparation and presentation of “prospective financial information.” The inclusion of the projections in this Form 8-K should not be regarded as an indication that the Company or any other person considered, or now considers, this information to be predictive of actual future results, and does not constitute an admission or representation by any person that such information is material, or that the expectations, beliefs, opinions, and assumptions that underlie such projections remain the same as of the date of this Form 8-K, and readers are cautioned not to place undue reliance on the prospective financial information.
No independent accountant has examined, compiled, or performed any procedures with respect to the prospective financial information contained in this Form 8-K. Accordingly, none has expressed any opinion or any other form of assurance on such information or its achievability and none assumes any responsibility for the prospective financial information. Except as required by law, the Company does not currently intend to update or revise publicly any of the information contained or incorporated herein to reflect circumstances or other events occurring after the date the financial projections were prepared or to reflect the occurrence of future events. These considerations should be taken into account in reviewing the financial projections, which were prepared as of an earlier date. For additional information on factors that may cause actual future financial results to vary materially from the information presented herein, see the section entitled “Forward-Looking Statements” below.
Forward-Looking Statements
Various statements in this Form 8-K or documents referred to herein, including those that express a belief, expectation, target or intention, as well as those that are not statements of historical fact, and/or the Disclosure Information, are “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and/or the Private Securities Litigation Reform Act of 1995, as applicable. All statements, other than statements of historical facts, included in this filing that address activities, events or developments that the Company expects, believes, targets or anticipates will or may occur in the future are forward-looking statements. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond the Company’s control. The Company’s actual results may differ materially from those anticipated in these forward-looking statements as a result of certain risks and other factors, which include the following: risks and uncertainties relating to the Chapter 11 Case, including but not limited to, the effects of the Chapter 11 Case on the Company and on the interests of various constituents, Bankruptcy Court rulings in the Chapter 11 Case and the outcome of the Chapter 11 Case in general, the duration of the Chapter 11 Case, the Company’s ability to successfully enter into and implement a restructuring plan, risks associated with third-party motions in the Chapter 11 Case, risks related to the trading of the Company’s securities on the OTC Pink Market, the risk that the Chapter 11 Case may be converted to a case under Chapter 7 of the Bankruptcy Code, as well as other risk factors. The Company therefore cautions readers against relying on these forward-looking statements. All forward-looking statements attributable to the Company or persons acting on the Company’s behalf are expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the date made, and, except as required by law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 10.1 | Restructuring Support Agreement, dated January 9, 2024. | |
| 99.1 | Disclosure Information provided in connection with discussions with certain Creditors. | |
| 99.2 | Press Release of SVB Financial Group Announcing SVB Capital’s New Leadership and Operating Structure, dated January 9, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SVB Financial Group (Company) | ||||
| Date: January 10, 2024 | By: | /s/ Nicholas Grossi | ||
| Name: | Nicholas Grossi | |||
| Title: | Interim Chief Financial Officer | |||