SVB FINANCIAL GROUP 750,000 Depositary Shares, each representing a 1/100th interest in a share of Series B Non-Cumulative Perpetual Preferred Stock ($.001 par value per share, liquidation preference $100,000 per share) Underwriting AgreementUnderwriting Agreement • February 2nd, 2021 • SVB Financial Group • State commercial banks • New York
SVB Financial Group, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 750,000 depositary shares (the “Depositary Shares” or the “Securities”), each representing a 1/100th interest in a share of the Series B Non-Cumulative Perpetual Preferred Stock, par value $0.001 per share, liquidation preference $100,000 per share, of the Company (the “Preferred Stock”). The Preferred Stock, when issued, will be deposited against delivery of depositary receipts (the “Depositary Receipts”), which will evidence the Securities and will be issued under a deposit agreement (the “Deposit Agreement”) to be dated on or about the Closing Date (as defined below) among the Company, American Stock Transfer and Trust Company, LLC (the “Depositary”), and the holders from time to time of the Depositary Receipts issued thereunder. The Pre
SVB FINANCIAL GROUPUnderwriting Agreement • February 2nd, 2021 • SVB Financial Group • State commercial banks • New York
SVB Financial Group, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $500,000,000 principal amount of its 1.800% Senior Notes due 2031 having the terms set forth in Schedule 2 hereto (the “Securities”). The Securities will be issued pursuant to an Indenture dated as of September 20, 2010 (the “Indenture”) between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by an Officers’ Certificate to be dated as of the Closing Date (as defined below) establishing the terms of the Securities pursuant to Section 3.01 thereof.
DEPOSIT AGREEMENT among SVB FINANCIAL GROUP as Issuer and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Depositary and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of February 2, 2021Deposit Agreement • February 2nd, 2021 • SVB Financial Group • State commercial banks • New York
DEPOSIT AGREEMENT, dated as of February 2, 2021, among (a) SVB FINANCIAL GROUP, a Delaware corporation; (b) AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company (“AST”), as Depositary (as defined below); and (c) the holders from time to time of the Receipts (as defined below).
