On April 29, 2022, SVB Financial Group issued $350,000,000 aggregate principal amount of its 4.345% Senior Fixed Rate/Floating Rate Notes due 2028 (the “2028 Notes”) and $450,000,000 aggregate principal amount of its 4.570% Senior Fixed Rate/Floating Rate Notes due 2033 (the “2033 Notes” and, together with the 2028 Notes, the “Notes”). The net proceeds from the sale of the Notes, after deducting underwriting discounts and estimated expenses payable, will be approximately $795 million, and is intended to be used for general corporate purposes. The Notes were sold pursuant to an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, BofA Securities, Inc. and Morgan Stanley & Co. LLC, as representatives of the several underwriters listed therein, dated April 26, 2022. The Underwriting Agreement contains various representations, warranties and agreements by SVB Financial Group, conditions to closing, indemnification rights and obligations of the parties thereto and termination provisions. The Notes were issued pursuant to a base indenture, dated September 20, 2010 (the “Base Indenture”), between SVB Financial Group and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (the “Trustee”), as supplemented by a supplemental indenture, dated April 28, 2022 (the “First Supplemental Indenture”), between SVB Financial Group and the Trustee, and an Officers’ Certificate, dated April 29, 2022, authorizing the terms of the Notes (the “Officers’ Certificate”).
The above description of the Underwriting Agreement, the Base Indenture, the First Supplemental Indenture, the Officers’ Certificate and the Notes is qualified in its entirety by reference to the Underwriting Agreement, the Base Indenture, the First Supplemental Indenture, the Officers’ Certificate and the form of 2028 Notes and 2033 Notes, each of which is incorporated herein by reference and attached to this Current Report on Form 8-K as Exhibit 1.1, Exhibit 4.1, Exhibit 4.2, Exhibit 4.3, Exhibit 4.4 and Exhibit 4.5, respectively.
This Current Report on Form 8-K is being filed for the purpose of filing Exhibit 1.1, Exhibit 4.1, Exhibit 4.2, Exhibit 4.3, Exhibit 4.4 and Exhibit 4.5 as exhibits to SVB Financial Group’s registration statement on Form S-3 (File No. 333-234713) (the “Registration Statement”) and such exhibits are hereby incorporated by reference into the Registration Statement.
A copy of the opinion of Sullivan & Cromwell LLP, counsel for SVB Financial Group, relating to the legality of the issuance and sale of the Notes is attached as Exhibit 5.1 to this Current Report on Form 8-K. Exhibits 5.1 and 23.1 of this Current Report on Form 8-K are hereby incorporated by reference into the Registration Statement.
