PRELIMINARY PROSPECTUS SUPPLEMENT (Subject to Completion)
(To Prospectus dated March 2, 2023)
Issued
March 8, 2023
10,000,000 Depositary Shares
Each Representing a 1/20th Interest in a Share of
% Series F Mandatory Convertible Preferred Stock
SVB Financial Group
% Series F Mandatory Convertible Preferred Stock
We are offering 10,000,000 depositary shares (Depositary Shares), each of which represents a 1/20th interest in a share of
our % Series F Mandatory Convertible Preferred Stock, par value $0.001 per share (Mandatory Convertible Preferred Stock). The shares of Mandatory Convertible Preferred Stock will be deposited with American Stock
Transfer & Trust Company, LLC, as depositary, pursuant to a deposit agreement. Holders of the Depositary Shares will be entitled to a proportional fractional interest in the rights and preferences of the Mandatory Convertible Preferred
Stock, including conversion, dividend, liquidation and voting rights, subject to the provisions of such deposit agreement.
Dividends on our Mandatory Convertible Preferred Stock will be payable on a cumulative basis when, as and if declared by our board of
directors, or an authorized committee of our board of directors, at an annual rate of % on the liquidation preference of $1,000 per share. We may pay declared dividends in cash or, subject to certain limitations, in shares of
our common stock, par value $0.001 per share, or in any combination of cash and common stock on February 15, May 15, August 15 and November 15 of each year, commencing on, and including, May 15, 2023 and ending on, and
including, February 15, 2026.
Each share of our Mandatory Convertible Preferred Stock has a liquidation preference of $1,000
(and, correspondingly, each Depositary Share represents a liquidation preference of $50). Unless earlier converted, each share of our Mandatory Convertible Preferred Stock will automatically convert on the second business day immediately following
the last trading day of the final averaging period (as defined below) into between and shares of our common
stock, subject to anti-dilution adjustments. The number of shares of our common stock issuable on conversion will be determined based on the average VWAP (as defined herein) of our common stock over the 20 trading day period beginning on, and
including, the 21st scheduled trading day prior to February 15, 2026, which we refer to herein as the final averaging period. At any time prior to February 15, 2026, a holder of 20 Depositary Shares may cause the depositary to
convert one share of our Mandatory Convertible Preferred Stock, on such holders behalf into a number of shares of our common stock equal to the minimum conversion rate of ,
subject to anti-dilution adjustments. If a holder of 20 Depositary Shares causes the depositary to convert one share of our Mandatory Convertible Preferred Stock, on such holders behalf, during a specified period beginning on the effective
date of a fundamental change (as described herein), the conversion rate will be adjusted under certain circumstances, and such holder will also be entitled to a make-whole dividend amount (as described herein).
Concurrently with this offering, we are also making a public offering of $1,250,000,000 of common stock, par value $0.001 per share,
which offering we refer to in this prospectus supplement as the Concurrent Common Stock Offering. The Concurrent Common Stock Offering is being made pursuant to a separate prospectus supplement, and nothing contained herein shall
constitute an offer to sell or a solicitation of an offer to buy common stock. In the Concurrent Common Stock Offering, we have granted the underwriters of the Concurrent Common Stock Offering an option to purchase up to an additional $187,500,000
of common stock. The closing of this offering of Depositary Shares is not conditioned upon the closing of the Concurrent Common Stock Offering and the closing of the Concurrent Common Stock Offering is not conditioned upon the closing of this
offering of Depositary Shares.
In addition, prior to commencing this offering, SVB Financial entered into a subscription agreement
with General Atlantic (SPV), L.P., a Delaware limited partnership (General Atlantic), a leading global growth equity investor, to purchase $500 million of our common stock at the public offering price in the Concurrent Common Stock
Offering in a separate private transaction (the Concurrent Private Placement). The subscription agreement with General Atlantic is contingent on the closing of the Concurrent Common Stock Offering and is expected to close shortly
thereafter.
Prior to this offering, there has been no public market for the Depositary Shares or the Mandatory Convertible
Preferred Stock. We do not intend to apply to list the Depositary Shares, or the Mandatory Convertible Preferred Stock, on any securities exchange or any automated dealer quotation system. Our common stock is listed on The Nasdaq Global Select
Market and trades under the symbol SIVB. The closing price of our common stock on The Nasdaq Global Select Market on March 8, 2023 was $267.83 per share.
Investing in the Depositary Shares involves risk. See Risk Factors beginning on page S-22 of this prospectus supplement and on page 17 of our Annual Report on Form 10-K for the year ended December 31, 2022 to read about factors you should consider before
making a decision to invest in the Depositary Shares.
Neither
the Securities and Exchange Commission, any state securities commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System (Federal Reserve) nor any other regulatory body has approved or
disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
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Per Share |
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Total |
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Initial Public Offering Price(1) |
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$ |
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$ |
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Underwriting Discount |
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$ |
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$ |
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Proceeds, Before Expenses, to SVB Financial Group |
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$ |
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$ |
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(1) |
The initial public offering price set forth above does not include dividends, if any, that may be declared.
Dividends, if declared, will be calculated from the date of original issuance, which is expected to be , 2023. |
We have granted the underwriters a 30-day option to purchase up to 1,500,000 additional
Depositary Shares from us at the public offering price, less the underwriting discount, solely to cover over-allotments, if any.
The underwriters
expect to deliver the Depositary Shares to investors on or about March , 2023.
Joint Book-Running Managers
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Goldman Sachs & Co. LLC |
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SVB Securities |
Prospectus Supplement
dated , 2023