UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Item 1.01. | Entry into a Material Definitive Agreement. |
On March 22, 2021, the Registrant entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC and BofA Securities, Inc., as representatives of the several underwriters listed therein (the “Underwriters”), relating to the public offering of 2,000,000 shares of its common stock, par value $0.001 per share (the “Shares”), and up to an additional 300,000 Shares pursuant to an option granted to the Underwriters to purchase additional Shares to cover over-allotments, if any. The description of the Underwriting Agreement set forth above is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference. This Current Report on Form 8-K is being filed for the purpose of filing Exhibit 1.1 as an exhibit to the Registrant’s registration statement on Form S-3 (File No. 333-234713) (the “Registration Statement”) and such exhibit is hereby incorporated by reference into the Registration Statement.
A copy of the opinion of Sullivan & Cromwell LLP, counsel for the Registrant, relating to the legality of the issuance and sale of the Shares 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.
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits |
Exhibit |
Description | |
1.1 | Underwriting Agreement, dated March 22, 2021, by and among SVB Financial Group and Goldman Sachs & Co LLC and BofA Securities, Inc., as representatives of the several underwriters listed on Schedule 1 thereto | |
5.1 | Opinion of Sullivan & Cromwell LLP | |
23.1 | Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1) | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SVB Financial Group (Registrant) | ||||||
Date: March 25, 2021 | By: | /s/ Daniel Beck | ||||
Name: Daniel Beck Title: Chief Financial Officer |