XML 59 R33.htm IDEA: XBRL DOCUMENT v3.20.4
LITIGATION AND CONTINGENCIES
12 Months Ended
Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]  
LITIGATION AND CONTINGENCIES LITIGATION AND CONTINGENCIESThe Company is involved in routine legal proceedings occurring in the ordinary course of business. In the opinion of management, final disposition of these proceedings will not have a material adverse effect on the Consolidated Balance Sheets, Consolidated Statements of Operations, or Consolidated Statements of Cash Flows of the Company.On January 4, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with SVB, pursuant to and subject to the terms of which we will merge with and into SVB, with SVB as the surviving corporation. Completion of the merger is subject to closing conditions including, but not limited to, various regulatory approvals, the approval of our shareholders, the accuracy of representations and warranties under the Merger Agreement (subject to the materiality standards set forth in the Merger Agreement), the performance of our and SVB’s respective obligations under the Merger Agreement in all material respects and each of our and SVB’s receipt of a tax opinion to the effect that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended. In the event that the merger is not consummated, we will be subject to many risks, including the costs related to the merger, such as legal, accounting and advisory fees, which must be paid even if the merger is not completed, and potentially, the payment of a termination fee of $36.0 million if the Merger Agreement is terminated under certain circumstances.