Item 1.01 Entry into a Material Definitive Agreement.

On the Effective Date, in connection with the closing of the Merger, Boston Private, SVB and U.S. Bank National Association, as successor debenture trustee to SunTrust Bank ("U.S. Bank") entered into the First Supplemental Indenture (the "U.S. Bank First Supplemental Indenture") pursuant to which, among other things, SVB assumed Boston Private's obligations under that certain Indenture, dated as of October 12, 2004, between Boston Private and SunTrust Bank, which established and provided for the issuance of Boston Private's Junior Subordinated Convertible Debentures due October 1, 2034.

In addition, on the Effective Date, Boston Private, SVB and Wilmington Trust Company, as trustee ("Wilmington Trust") entered into the First Supplemental Indenture (the "Wilmington Trust First Supplemental Indenture") pursuant to which, among other things, SVB assumed Boston Private's obligations under that certain Indenture, dated as of September 27, 2005, between Boston Private and Wilmington Trust, which established and provided for the issuance of Boston Private's Fixed/Floating Rate Junior Subordinated Debt Securities due December 30, 2035.

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The foregoing descriptions of the U.S. Bank First Supplemental Indenture and Wilmington Trust First Supplemental Indenture are qualified in their entirety by reference to the full text of the U.S. Bank First Supplemental Indenture and Wilmington Trust First Supplemental Indenture, copies of which are attached, respectively, as Exhibit 4.1 and Exhibit 4.2 hereto and incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or

Standard; Transfer of Listing.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

On July 1, 2021, Boston Private notified the NASDAQ Stock Market LLC (the "NASDAQ") that the Merger had closed and requested that the NASDAQ (1) suspend trading of Boston Private Common Stock on the NASDAQ, (2) withdraw Boston Private Common Stock from listing on the NASDAQ prior to the open of trading on July 1, 2021, and (3) file with the SEC a notification of delisting of Boston Private Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As a result, Boston Private Common Stock will no longer be listed on the NASDAQ.

Additionally, SVB, as successor to Boston Private, intends to file with the SEC certifications on Form 15 under the Exchange Act requesting the deregistration of Boston Private Common Stock under Section 12(g) of the Exchange Act and the suspension of Boston Private's reporting obligations under Sections 13 and 15(d) of the Exchange Act as promptly as practicable.

Item 3.03 Material Modification of Rights of Security Holders.

The information set forth in the Introductory Note, Item 3.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01 Changes in Control of Registrant.

At the Effective Time, Boston Private was merged with and into SVB pursuant to the Merger Agreement, with SVB as the surviving entity.

The information set forth in the Introductory Note, Item 3.01, Item 3.03 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

At the Effective Time, Boston Private's directors and executive officers ceased serving as directors and executive officers of Boston Private.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year.

At the Effective Time, the Restated Articles of Organization, as amended, and the Amended and Restated Bylaws of Boston Private ceased to be in effect by operation of law and the organizational documents of SVB (as successor to Boston Private by operation of law) remained the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws of SVB, consistent with the terms of the Merger Agreement. Copies of the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws of SVB are filed as Exhibits 3.1 and 3.2 of this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

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Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.



  Exhibit
    No.                                     Description

Exhibit 2.1       Agreement and Plan of Merger, dated as of January 4, 2021, by and
                between SVB Financial Group and Boston Private Financial Holdings,
                Inc. (incorporated by reference to Exhibit 2.1 of Boston Private's
                Current Report on Form 8-K filed with the SEC on January 8,
                2021).

Exhibit 3.1       Amended and Restated Certificate of Incorporation (incorporated
                by reference to Exhibit 3.1 of SVB's Quarterly Report on Form 10-Q
                filed with the SEC on May 9, 2019 (File No. 000-15637)).

Exhibit 3.2       Amended and Restated Bylaws (incorporated by reference to Exhibit
                3.2 of SVB's Current Report on Form 8-K filed with the SEC on
                February 20, 2019 (File No. 000-15637)).

Exhibit 4.1       First Supplemental Indenture, dated as of July 1, 2021, by and
                among U.S. Bank National Association, as successor debenture
                trustee to SunTrust Bank, SVB Financial Group and Boston Private
                Financial Holdings, Inc.

Exhibit 4.2       First Supplemental Indenture, dated as of July 1, 2021, by and
                among Wilmington Trust Company, as trustee, SVB Financial Group and
                Boston Private Financial Holdings, Inc.

Exhibit 104     Cover Page Interactive Data File - the cover page XBRL tags are
                embedded within the Inline XBRL document.

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