SVB Financial Group (NasdaqGS:SIVB) entered into a definitive merger agreement to acquire Boston Private Financial Holdings, Inc. (NasdaqGS:BPFH) from Holdco Opportunities Fund III, L.P. managed by Holdco Asset Management, LP and others for approximately $940 million on January 4, 2021. Under the terms of the merger agreement, Boston Private shareholders will receive 0.0228 shares of SVB Financial (SVB) common stock and $2.10 of cash for each Boston Private share they own. Holders of Boston Private Common Stock will receive cash in lieu of fractional shares. Upon completion, Boston Private will merge with and into SVB, with SVB continuing as the surviving entity. Following the Merger, Boston Private's wholly owned subsidiary, Boston Private Bank & Trust Company, will merge with and into SVB's wholly owned subsidiary, Silicon Valley Bank (the “Bank Merger”), with Silicon Valley Bank continuing as the surviving entity in the Bank Merger. Boston Private will pay SVB, a fee of $36 million in case of termination of the deal. Anthony DeChellis, Chief Executive Officer and President of Boston Private, will become Chief Executive Officer of Private Banking & Wealth Management of SVB Financial at the effective time and Yvette Butler will lead the combined private banking and wealth management business.

The completion of the Merger is subject to certain customary mutual conditions, including, among others, (1) the approval of the Merger by the affirmative vote of at least two- thirds of all the shares of Boston Private Common Stock entitled to vote, (2) the authorization for listing on the NASDAQ Stock Market of the shares of SVB Common Stock to be issued in the Merger, subject to official notice of issuance, (3) the effectiveness of the registration statement on Form S- 4 for the SVB Common Stock to be issued in the Merger, (4) the absence of any order, injunction, decree or other legal restraint preventing the completion of the Merger or the Bank Merger or making the completion of the Merger or the Bank Merger illegal, and (5) the receipt of required regulatory approvals, including the approval of the Board of Governors of the Federal Reserve System, the California Department of Financial Protection and Innovation and the Massachusetts Commissioner of Banks and expiration or termination of all statutory waiting periods. The transaction has been unanimously approved by the Board of Boston Private and SVB. The Board unanimously recommends that shareholders vote “FOR” the proposed transaction with SVB Financial. The special meeting of Boston Private shareholders will be held virtually via the Internet on April 27, 2021. On April 27, 2021 Boston Private adjourned its special meeting of shareholders until May 4, 2021. Federal Reserve approved the transaction on June 10, 2021. The transaction will be immediately accretive to tangible book value per share at close, will be low single digit earnings per shares accretion and diversifies revenues and enhances profitability. As of April 7, 2021, HoldCo Asset Management, which owns 4.9% of Boston Private's stock, wants shareholders to reject the merger. As of May 4, 2021, Boston Private shareholders approved the transaction. The transaction is expected to be completed in mid-2021.

Goldman Sachs & Co. LLC acted as financial advisor and Rodge Cohen, Jared Fishman, Regina Readling, Rick Wertheim, Whitney Chatterjee, Eric Diamond, Ron Creamer, Nader Mousavi, Joe Matelis and Eric Queen of Sullivan & Cromwell LLP acted as legal advisors to SVB. Morgan Stanley & Co. LLC acted as financial advisor and fairness opinion provider and Edward D. Herlihy, Richard K. Kim and Jacob A. Kling of Wachtell, Lipton, Rosen & Katz acted as legal advisors to Boston Private. Under the terms of its engagement letter, as compensation for its services relating to the merger, Boston Private has agreed to pay Morgan Stanley a fee of $10 million in the aggregate, $2 million of which was payable upon the rendering of its opinion and $8 million of which is contingent upon the consummation of the merger. Innisfree M&A Inc. served as proxy solicitor for Boston Private and Boston Private has agreed to pay Innisfree a fee of up to approximately $415,000 plus reimbursement for certain expenses for such services, and also will indemnify Innisfree against certain claims, costs, damages, liabilities, judgments and expenses. Saratoga Proxy Consulting, LLC acted as information agent to Boston Private.

SVB Financial Group (NasdaqGS:SIVB) completed the acquisition of Boston Private Financial Holdings, Inc. (NasdaqGS:BPFH) from Holdco Opportunities Fund III, L.P. managed by Holdco Asset Management, LP and others on July 1, 2021. In addition to the completion of the acquisition, today Boston Private Bank merged with and into Silicon Valley Bank, with Silicon Valley Bank continuing as the surviving entity. Boston Private is now part of SVB. The combined private banking and wealth management business will be led by Anthony DeChellis, CEO of SVB Private Banking & Wealth Management and Yvette Butler, President of SVB Private Banking & Wealth Management. The private banking and wealth management leadership team will now also include Jim Brown, Head of Specialty Commercial and John Longley, head of Private Bank, Wealth, Trust & Wine.