Item 8.01. Other Events.
On May 4, 2021, Boston Private Financial Holdings, Inc. ("Boston Private")
issued a press release announcing that based on proxies submitted to First Coast
Results, Inc., the independent inspector of election for the special meeting of
shareholders originally scheduled for April 27, 2021 and adjourned to May 4,
2021, preliminary voting results indicate that Boston Private shareholders have
approved each of the proposals presented at the special meeting, including
Boston Private's merger agreement with SVB Financial Group ("SVB Financial"),
pursuant to which Boston Private will merge with and into SVB Financial, subject
to the terms and conditions set forth therein.
The transaction is expected to close in mid-2021, subject to the satisfaction of
customary closing conditions, including receipt of customary regulatory
approvals.
A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release, dated May 4, 2021
Exhibit 104 Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document.
FORWARD-LOOKING STATEMENTS
This communication contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, including but not limited to
SVB Financial's and/or Boston Private's expectations or predictions of future
financial or business performance or conditions. Forward-looking statements are
typically identified by words such as "believe," "expect," "anticipate,"
"intend," "target," "estimate," "continue," "positions," "prospects" or
"potential," by future conditional verbs such as "will," "would," "should,"
"could" or "may," or by variations of such words or by similar expressions.
These forward-looking statements are subject to numerous assumptions, risks and
uncertainties, which change over time. Forward-looking statements speak only as
of the date they are made, and we assume no duty to update forward-looking
statements. Actual results may differ materially from current projections.
In addition to factors previously disclosed in SVB Financial's and Boston
Private's reports filed with the U.S. Securities and Exchange Commission (the
"SEC"), the following factors, among others, could cause actual results to
differ materially from forward-looking statements or historical performance:
ability to obtain regulatory approvals and meet other closing conditions to the
merger on the expected terms and schedule; delay in closing the merger; the
outcome of any legal proceedings that have been or may be instituted against SVB
Financial or Boston Private; the occurrence of any event, change or other
circumstance that could give rise to the right of one or both parties to
terminate the merger agreement providing for the merger; difficulties and delays
in integrating Boston Private's business or fully realizing cost savings and
other benefits; business disruption following the merger; changes in asset
quality and credit risk; the inability to sustain revenue and earnings growth;
the inability to retain existing Boston Private clients; the inability to retain
Boston Private employees; changes in interest rates and capital markets;
inflation; customer borrowing, repayment, investment and deposit practices;
customer disintermediation; the introduction, withdrawal, success and timing of
business initiatives; competitive conditions; the inability to realize cost
savings or revenues or to implement integration plans and other consequences
associated with mergers, acquisitions and divestitures; economic conditions; the
impact, extent and timing of technological changes, capital management
activities, and other actions of the Federal Reserve Board and legislative and
regulatory actions and reforms; and the impact of the global COVID-19 pandemic
on SVB Financial's and/or Boston Private's businesses, the ability to complete
the proposed merger and/or any of the other foregoing risks. Annualized, pro
forma, projected and estimated numbers are used for illustrative purpose only,
are not forecasts and may not reflect actual results.
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BOSTON PRIVATE FINANCIAL HOLDINGS, INC. 
