| Item 1.03. |
Bankruptcy or Receivership.
|
On March 17, 2023, SVB Financial Group (the “Company”)
announced that it had 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”) on
March 17, 2023. The Company’s case will be administered under
the caption In re SVB Financial Group, Case No: 23-10367 (the “Chapter 11 Case”). The
Company will continue to operate its business 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.
The Chapter 11 Case follows the announcement on March 10,
2023, that the Company’s wholly owned subsidiary, Silicon Valley
Bank was closed by the California Department of Financial
Protection and Innovation, and that the Federal Deposit Insurance
Corporation was appointed as receiver the (“Receivership”).
A press release announcing the commencement of the Chapter 11 Case
is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
| Item 3.01. |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or Standard.
|
On March 17, 2023, the Company received a notice from The Nasdaq
Stock Market LLC (“Nasdaq”) advising the Company of its failure to
satisfy one or more continued listing rules or standards of Nasdaq.
Trading of the Company’s common stock (SIVB:NASDAQ) (the “Common
Stock”) and the Company’s Depositary Shares, each representing a
1/40th
interest in a share of 5.250% Fixed Rate Non-Cumulative Perpetual Preferred
Stock, Series A (SIVBP:NASDAQ) (the “Listed Depositary Shares”) on
Nasdaq was halted on March 10, 2023 and will be suspended on
March 28, 2023. Nasdaq will file a Form 25-NSE with the United States
Securities and Exchange Commission, which will remove the Common
Stock and Listed Depositary Shares from listing and registration on
Nasdaq. Nasdaq’s determination was based on the following factors:
(1) the events described under Item 1.03 of this Current Report on
Form 8-K, (2) concerns regarding the residual equity interest of
the existing listed securities holders, and (3) concerns about the
Company’s ability to sustain compliance with all requirements for
continued listing on Nasdaq. The Company does not plan to appeal
Nasdaq’s decision.
Following the removal of the Common Stock and Registered Depositary
Shares from listing and registration on Nasdaq, the Common Stock or
Registered Depositary Shares may then be immediately eligible to be
quoted on the OTC Pink Quotation System. To be quoted on this
system, a market maker must sponsor the security and comply with
SEC Rule 15c2-11 before it
can initiate a quote in a specific security. If the Common Stock or
Registered Depositary Shares are delisted from Nasdaq, there can be
no assurance that a market maker will apply to quote the Common
Stock or Registered Depositary Shares or that the Common Stock or
Registered Depositary Shares will be quoted in the OTC Pink
Quotation System.
| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
|
In connection with the Receivership, Michael Zuckert will only be
providing services to Silicon Valley Bridge Bank, N.A. and will no
longer serve as General Counsel of the Company.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995. Forward-looking statements are subject to known and
unknown risks and uncertainties, many of which may be beyond the
Company’s control. Forward-looking statements are statements that
are not historical facts and generally can be identified by the use
of such words as “becoming,” “may,” “will,” “should,” “could,”
“would,” “predict,” “potential,” “continue,” “anticipate,”
“believe,” “estimate,” “seek,” “expect,” “plan,” “intend,” the
negative of such words or comparable terminology. Although the
Company believes that the expectations reflected in the Company’s
forward-looking statements are reasonable, the Company has based
these expectations on its current beliefs as well as its
assumptions, and such expectations may not prove to be correct.
Because forward-looking statements relate to the future, they are
subject to inherent uncertainties, risks and changes in
circumstances that are difficult to predict and many of which are
outside the Company’s control. Forward-looking statements
related