Item 1.01 Entry into a Material Definitive Agreement.
On the Effective Date, in connection with the closing of the Merger, Boston
Private,
In addition, on the Effective Date, Boston Private,
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The foregoing descriptions of the
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
On
Additionally, SVB, as successor to Boston Private, intends to file with the
Item 3.03 Material Modification of Rights of Security Holders.
The information set forth in the Introductory Note, Item 3.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.01 Changes in Control of Registrant.
At the Effective Time, Boston Private was merged with and into SVB pursuant to the Merger Agreement, with SVB as the surviving entity.
The information set forth in the Introductory Note, Item 3.01, Item 3.03 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
At the Effective Time, Boston Private's directors and executive officers ceased serving as directors and executive officers of Boston Private.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
At the Effective Time, the Restated Articles of Organization, as amended, and the Amended and Restated Bylaws of Boston Private ceased to be in effect by operation of law and the organizational documents of SVB (as successor to Boston Private by operation of law) remained the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws of SVB, consistent with the terms of the Merger Agreement. Copies of the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws of SVB are filed as Exhibits 3.1 and 3.2 of this Current Report on Form 8-K, respectively, and are incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description Exhibit 2.1 Agreement and Plan of Merger, dated as ofJanuary 4, 2021 , by and between SVB Financial Group andBoston Private Financial Holdings, Inc. (incorporated by reference to Exhibit 2.1 of Boston Private's Current Report on Form 8-K filed with theSEC onJanuary 8, 2021 ). Exhibit 3.1 Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of SVB's Quarterly Report on Form 10-Q filed with theSEC onMay 9, 2019 (File No. 000-15637)). Exhibit 3.2 Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 of SVB's Current Report on Form 8-K filed with theSEC onFebruary 20, 2019 (File No. 000-15637)). Exhibit 4.1 First Supplemental Indenture, dated as ofJuly 1, 2021 , by and amongU.S. Bank National Association , as successor debenture trustee toSunTrust Bank , SVB Financial Group andBoston Private Financial Holdings, Inc. Exhibit 4.2 First Supplemental Indenture, dated as ofJuly 1, 2021 , by and amongWilmington Trust Company , as trustee, SVB Financial Group andBoston Private Financial Holdings, Inc. Exhibit 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
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