SVB Financial : Regulation FD Presentation - Form 8-K

23-10367-mg Doc 639 Filed 10/31/23 Entered 10/31/23 20:30:07 Main Document

Pg 1 of 12

UNITED STATES BANKRUPTCY COURT

Southern DISTRICT OF New York

Supporting Documentation (check all that are attached):

(For jointly administered debtors, any required schedules must be provided on a non-consolidated basis for each debtor)

STATEMENT: This Periodic Report is associated with an open bankruptcy case; therefore, Paperwork Reduction Act exemption 5 C.F.R. § 1320.4(a)(2) applies.

23-10367-mg  Doc 639  Filed 10/31/23  Entered 10/31/23 20:30:07  Main Document

Pg 2 of 12

23-10367-mg  Doc 639  Filed 10/31/23  Entered 10/31/23 20:30:07  Main Document

Pg 3 of 12

23-10367-mg  Doc 639  Filed 10/31/23  Entered 10/31/23 20:30:07  Main Document

Pg 4 of 12

23-10367-mg  Doc 639  Filed 10/31/23  Entered 10/31/23 20:30:07  Main Document

Pg 5 of 12

23-10367-mg  Doc 639  Filed 10/31/23  Entered 10/31/23 20:30:07  Main Document

Pg 6 of 12

23-10367-mg  Doc 639  Filed 10/31/23  Entered 10/31/23 20:30:07  Main Document

Pg 7 of 12

23-10367-mg  Doc 639  Filed 10/31/23  Entered 10/31/23 20:30:07  Main Document

Pg 8 of 12

23-10367-mg  Doc 639  Filed 10/31/23  Entered 10/31/23 20:30:07  Main Document

Pg 9 of 12

Privacy Act Statement

28 U.S.C. § 589b authorizes the collection of this information, and provision of this information is mandatory under 11 U.S.C. §§ 704, 1106, and 1107. The United States Trustee will use this information to calculate statutory fee assessments under 28 U.S.C. § 1930(a)(6). The United States Trustee will also use this information to evaluate a chapter 11 debtor's progress through the bankruptcy system, including the likelihood of a plan of reorganization being confirmed and whether the case is being prosecuted in good faith. This information may be disclosed to a bankruptcy trustee or examiner when the information is needed to perform the trustee's or examiner's duties or to the appropriate federal, state, local, regulatory, tribal, or foreign law enforcement agency when the information indicates a violation or potential violation of law. Other disclosures may be made for routine purposes. For a discussion of the types of routine disclosures that may be made, you may consult the Executive Office for United States Trustee's systems of records notice, UST-001, "Bankruptcy Case Files and Associated Records." See 71 Fed. Reg. 59,818 et seq. (Oct. 11, 2006). A copy of the notice may be obtained at the following link: http:// www.justice.gov/ust/eo/rules_regulations/index.htm. Failure to provide this information could result in the dismissal or conversion of your bankruptcy case or other action by the United States Trustee. 11 U.S.C. § 1112(b)(4)(F).

I declare under penalty of perjury that the foregoing Monthly Operating Report and its supporting documentation are true and correct and that I have been authorized to sign this report on behalf of the estate.

23-10367-mg  Doc 639  Filed 10/31/23  Entered 10/31/23 20:30:07  Main Document

Pg 10 of 12

23-10367-mg  Doc 639  Filed 10/31/23  Entered 10/31/23 20:30:07  Main Document

Pg 11 of 12

23-10367-mg  Doc 639  Filed 10/31/23  Entered 10/31/23 20:30:07  Main Document

Pg 12 of 12

23-10367-mg  Doc 639-1  Filed 10/31/23  Entered 10/31/23 20:30:07  Supplement

Notes and Supporting Documentation  Pg 1 of 7

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK

Reporting Period: 9/1/2023 - 9/30/2023

Supplemental Notes to Monthly Operating Report

FACTUAL BACKGROUND

Debtor-in-Possession Financial Statements: On March 17, 2023 (the "Petition Date"), SVB Financial Group (the "Debtor") filed a voluntary petition in the United States Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court") for relief under the provisions of Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code"). The Debtor's case is administered under the caption In re SVB Financial Group, Case No 23-10367 (the "Chapter 11 Case"). The Debtor is continuing to operate its remaining businesses as a debtor-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court.

The Debtor is filing its monthly operating report (the "MOR") for purposes of complying with the monthly operating requirements applicable in the Debtor's Chapter 11 Case. The financial information contained in the MOR is unaudited and limited in scope to only those items and disclosures required pursuant to the Bankruptcy Code. The MOR has been completed using generally accepted accounting standards (e.g., the Financial Accounting Standards Board Accounting Standards Codification 852, Reorganizations (ASC 852)). The MOR, however, is not a complete set of financial statements pursuant to generally accepted accounting principles ("GAAP") as it does not include all disclosures and financial statements (e.g., statement of cash flow or statement of shareholders' equity) which are required pursuant to GAAP. Additionally, the MOR includes certain cash-basis schedules (e.g., Part 1: Cash Receipts and Disbursements) which are not in accordance with GAAP.

The financial information disclosed in the MOR was not prepared in accordance with federal or state securities laws or other applicable non-bankruptcy law or in lieu of complying with any periodic reporting requirements thereunder. Persons and entities trading in or otherwise purchasing, selling, or transferring the claims against or equity interests in the Debtor should evaluate this financial information in light of the purposes for which it was prepared. The Debtor is not liable for and undertakes no responsibility to indicate variations from securities laws reporting.

Basis of Presentation: As discussed in greater detail in the Declaration of William C. Kosturos in Support of the Debtor's Chapter 11 Petition and First Day Pleadings [D.I. 21] and Supplemental Declaration of William C. Kosturos in Support of the Debtor's Chapter 11 Petition and First Day Pleadings [D.I. 43], on March 10, 2023, the California banking authorities closed Silicon Valley Bank (the "Bank") and appointed the Federal Deposit Insurance Corporation as receiver ("FDIC-R") of the Bank (the "Receivership").¹ The FDIC-R subsequently transferred all deposits and substantially all assets of Silicon Valley Bank to a newly created, FDIC-R-operated bridge bank, Silicon Valley Bridge Bank, National Association ("Bridge Bank"). Before the Receivership, the Debtor's information management systems were primarily maintained by the Bank pursuant to a shared services agreement. As a result of the Receivership, the Debtor no longer operates the Bank and no longer has complete access to these systems. The Debtor is continuing to work with the FDIC-R, as well as First Citizens Bank & Trust Company ("FCB"), as successor-in-interest to Bridge Bank, to gain access to its books and records.

23-10367-mg  Doc 639-1  Filed 10/31/23  Entered 10/31/23 20:30:07  Supplement

Notes and Supporting Documentation  Pg 2 of 7

In addition, before the Receivership, the Debtor's executive officers, its principal accounting officer and all members of its accounting and finance teams were employed by the Bank. All of these individuals have either resigned, became employees of Bridge Bank in connection with the Receivership or have become an employee of FCB. The Debtor has made reasonable efforts to supplement the information available to it with additional information concerning transactions that may not have been identified in the books and records to which it has access.

Records of prepetition assets and liabilities, including, among other things, liabilities owed by the Debtor to its affiliates and FCB, are likely to be adjusted throughout the pendency of the Chapter 11 Case as claims are filed and items are approved by the Bankruptcy Court. The MOR and the Supplemental Balance Sheet and Supplemental Statement of Operations attached thereto, are an unconsolidated, stand-alone presentation of the Debtor's assets and liabilities and income/loss. The financial results of Debtor's subsidiaries not party to the Chapter 11 Case are included in the financial statements as Investments in Subsidiaries and Net (Gain)/Loss from Subsidiaries. 

Reporting Period: Unless otherwise noted herein or in the MOR, the MOR generally reflects the Debtor's books and records and financial activity occurring during the applicable reporting period. Except as otherwise noted, no adjustments have been made for activity occurring after the close of the reporting period.

NOTES TO MOR

Note 1: Employees

The Debtor did not directly employ any employees during the reporting period. SVBFG Employee Holdco LLC, a non-debtor direct subsidiary of the Debtor, employed four employees who performed services for the Debtor during the reporting period.

Note 2: Reorganization Accounting

Accounting standard ASC 852 requires expenses and income directly associated with the Chapter 11 Case to be reported separately in the statement of operations as Reorganization Items, net. Reorganization Items, net may include write-off of certain fees relating to debt obligations classified as Liabilities Subject to Compromise, expenses related to legal advisory and representation services, other professional consulting and advisory services, and changes in Liabilities Subject to Compromise. Reorganization Items, net will be recorded as such items are incurred and/or approved by the Bankruptcy Court.

Note 3: Investment Securities

Investment Securities primarily represent investments in venture capital and private equity funds, debt funds, private and public portfolio companies, including public equity securities held as a result of equity warrant assets exercised. The fair values of these investments are reflected in the financial statements and are adjusted on a quarterly basis. Fair value changes are recorded as unrealized gains or losses through net income. 

Unconsolidated venture capital and private equity fund investments: Funds where ownership interest is typically less than 5% of the voting interests of each such fund and in which there is not the ability to exercise significant influence over the partnerships' operating activities and financial policies. The unconsolidated venture capital and private equity fund investments are carried at fair value based on the fund investments' net asset values per share as obtained from the general partners of the funds, adjusted for any contributions paid, distributions received from the investment, and significant fund transactions or market events during the reporting period.

Direct equity investments in private companies: The carrying value is based on the price at which the investment was acquired plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments. A range of factors is considered when adjusting the fair value of these investments, including, but not limited to, the term and nature of the investment, local market conditions, values for comparable securities, current and projected operating performance, exit strategies, financing transactions subsequent to the acquisition of the investment and a discount for certain investments that have lock-up restrictions or other features that indicate a discount to fair value is warranted.

2

23-10367-mg  Doc 639-1  Filed 10/31/23  Entered 10/31/23 20:30:07  Supplement

Notes and Supporting Documentation  Pg 3 of 7

Note 4: Due to/from FDIC

The Debtor has reflected the known cash balances of its operating accounts and Regulation W account that were on deposit at Bridge Bank as of the Petition Date (and previously at the Bank), as a receivable from the FDIC. The Debtor does not have access to its account information at Bridge Bank so it could not independently verify the exact amount of funds that were transferred to the FDIC but has used the available information provided by FCB to reflect its best estimate of the amounts that are due to the Debtor.

Note 5: Warrants & Other Derivatives

In connection with negotiated credit facilities and certain other services that were offered by the Bank, the Debtor often acquired equity warrant assets giving the Debtor the right to acquire stock in private, venture-backed companies primarily in the technology, life science and healthcare industries subject to applicable regulatory limits and, in some cases, equity interests were retained in these companies following their initial public offering. The fair values of these warrants and investments are reflected in the financial statements and are adjusted on a quarterly basis. Fair value changes are recorded as unrealized gains or losses through net income. However, the timing and amount of changes in fair value, if any, of these financial instruments depends on factors beyond the Debtor's control, including the perceived and actual performance of the companies or funds in which the Debtor invests, fluctuations in the market prices of the preferred or common stock of the portfolio companies, the timing of the receipt of relevant financial information from these companies, market volatility and interest rate fluctuations and legal and contractual restrictions. The valuation processes for warrants are as follows: 

Equity warrant assets (public portfolio): Fair value measurements of equity warrant assets of publicly-traded portfolio companies are valued based on the Black-Scholes option pricing model. The model uses the price of publicly traded companies (underlying stock price), stated strike prices, warrant expiration dates, the risk-free interest rate and market-observable option volatility assumptions.

Equity warrant assets (private portfolio): Fair value measurements of equity warrant assets of private portfolio companies are priced based on a Black-Scholes option pricing model to estimate the asset value by using stated strike prices, option expiration dates, risk-free interest rates and option volatility assumptions. Option volatility assumptions used in the Black-Scholes model are based on public market indices whose members operate in similar industries as companies in the Debtor's private company portfolio. Option expiration dates are modified to account for estimates to actual life relative to stated expiration. Overall model asset values are further adjusted for a general lack of liquidity due to the private nature of the associated underlying company.

Note 6: Lease Accounting - Right of Use Asset and Lease Liability

The Debtor has unexpired leases for real estate and equipment. At the inception of each lease, the lease is evaluated to determine whether the lease will be accounted for as an operating or finance lease.

ROU assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As most leases do not provide an implicit rate, the incremental borrowing rate was used based on the information available at the commencement date in determining the present value of lease payments. The implicit rate is used when readily determinable. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Lease terms may include options to extend or terminate the lease when it is reasonably certain that such option will be exercised. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

The carrying value of the ROU asset and lease liability associated with any lease(s) that are rejected are written off and recognized as Reorganization Items, net. The Debtor also estimates the damages associated with rejected leases. Any lease rejection damages are recorded in the financial statements as a prepetition claim in the month the Debtor receives a signed order approving any lease rejections, along with the write-off of the related ROU asset and lease liability.

3

23-10367-mg  Doc 639-1  Filed 10/31/23  Entered 10/31/23 20:30:07  Supplement

Notes and Supporting Documentation  Pg 4 of 7

On June 29, 2023, the Bankruptcy Court approved an order authorizing the Debtor to reject certain executory contracts and unexpired leases (the "Lease Rejection Order") [D.I 370]. Fourteen leases were included in this order, two of which were rejected effective June 30, 2023, and the remaining twelve leases rejected effective September 30, 2023.

The associated ROU assets and lease liabilities for the two leases rejected as of June 30, 2023 were written off in the June MOR.

In September 2023, the Debtor accrued estimates for associated lease rejection claims and wrote off the lease liabilities, ROU assets, all fixed assets, and any tenant improvement receivables that will not be collectible associated with the remaining twelve leases rejected pursuant to the Lease Rejection Order. The charges recorded for these items, totaling $11.5 million, are reflected in Reorganization Items, net, in the Supplemental Statement of Operations attached to the MOR. Accounts Receivable, Fixed Assets, Lease ROU Asset and Lease Liabilities reflected in the Supplemental Balance Sheet attached to the MOR were also reduced in connection with these write-offs.

On September 20, 2023, the Bankruptcy Court entered a stipulation and agreed order (the "Charlotte Lease Order") [D.I. 567] related to an office lease (the "Original Charlotte Lease") between SPUS9 The Line JV, LLC, as landlord, and SVB Financial Group, as tenant. By the Charlotte Lease Order, the Original Charlotte Lease will be terminated upon the consummation of the Sale of SVB Securities entities, entry of the Charlotte Lease Order and the satisfaction of certain other conditions precedent.

Note 7: Investment in Subsidiaries

The primary subsidiary business operations of the Debtor during the reporting period are: 

SVB Capital

SVB Capital is the venture capital and credit investment arm of the Debtor, which focuses primarily on funds management. SVB Capital manages over $9.5 billion of funds on behalf of third party limited partner investors and, on a more limited basis, the Debtor. The SVB Capital family of funds is comprised of pooled investment vehicles such as direct venture funds that invest in companies and funds of funds that invest in other venture capital funds, as well as debt funds that provide lending and other financing solutions. SVB Capital generates income for the Debtor primarily through investment returns (including carried interest) and management fees.

The Debtor filed a motion with the Bankruptcy Court on August 29, 2023, [D.I. 534] seeking approval to assume and assign certain executory contracts (the "Management Agreements") to its non-debtor subsidiary, SVB Capital Management LLC ("SVB Capital ManCo"). The purpose of these assignments was to stand up SVB Capital as a stand-alone business. On September 20, 2023, the order was entered [D.I. 570]. Effective October 1, 2023, SVB Capital ManCo will be the investment advisor to the SVB Capital funds. The effect of these contract assignments is the transfer of rights to management fees that total approximately $65 million annually.

In September, the Debtor recorded a liability of approximately $23 million for unpaid operating expenses incurred by SVB Capital ManCo. The offset to the liability was the intercompany account with SVB Capital ManCo. Costs incurred by SVB Capital ManCo prior to the assignment of the Management Agreements will be paid by the Debtor. The expenses incurred by SVB Capital ManCo are, and will continue to be, reflected as costs of SVB Capital ManCo.

In October, contemporaneous with the assignment of the Management Agreements, the Debtor will cancel $30 million of intercompany receivables from SVB Capital ManCo. For accounting purposes, this cancellation will be deemed a capital contribution on the books of SVB Capital ManCo and an investment by the Debtor in SVB Capital ManCo.

4

23-10367-mg  Doc 639-1  Filed 10/31/23  Entered 10/31/23 20:30:07  Supplement

Notes and Supporting Documentation  Pg 5 of 7

SVB Securities

SVB Securities is an investment bank focused on the innovation economy and operates as a wholly owned subsidiary of the Debtor. SVB Securities provides investment banking services across all major sub-sectors of healthcare and technology. On June 17, 2023, the Debtor and its non-debtor, wholly owned subsidiary, SVB Securities Holdings LLC ("Securities Holdings"), entered into an Interest and Asset Purchase Agreement (the "Purchase Agreement") for the sale (the "Sale") of 100% of the issued and outstanding membership interests of SVB Securities LLC ("Securities) and SVB MEDACorp LLC ("MEDACorp"), two wholly owned subsidiaries of Securities Holdings, and certain related assets of the Debtor and Securities Holdings. On July 5, 2023, the Bankruptcy Court approved the Purchase Agreement and the Sale [D.I. 393]. On October 2, 2023, the Sale of SVB Securities entities closed. For more information, see Notice of Transaction Closing Regarding the Sale of the SVB Securities Business [D.I. 583], filed by the Debtor on the Bankruptcy Court's docket on October 2, 2023, and available at https://restructuring.ra.kroll.com/svbfg/Home-DocketInfo?DockRelatedSearchValue=901015-583.

Note 8: Taxes

Taxes receivables reflect a reasonable estimate of current tax refunds due to the Debtor and continue to be evaluated for any required allocations or adjustments.

Note 9: Liabilities Subject to Compromise (Prepetition)

Due to the filing of the Chapter 11 Case on March 17, 2023, the payment of prepetition indebtedness is generally subject to compromise pursuant to a plan of reorganization. Generally, actions to enforce or otherwise effect payment of pre-bankruptcy filing liabilities are stayed. The Debtor has been paying and intends to pay undisputed postpetition liabilities in the ordinary course of business. In addition, the Debtor has rejected certain prepetition executory contracts and unexpired leases with respect to their operations with the approval of the Bankruptcy Court (See Note 6).

Prepetition liabilities that are subject to compromise are required to be reported at the amounts expected to be allowed, even if they may be settled for lesser amounts. The amounts currently classified as Liabilities Subject To Compromise may be subject to future adjustments depending on Bankruptcy Court actions, further developments with respect to disputed claims, determinations of secured status of certain claims, the values of any collateral securing such claims, or other events. The value of the claims that will ultimately be allowed by the Bankruptcy Court cannot be reasonably estimated until the evaluation, investigation and reconciliation of the filed claims has been completed. Any resulting changes in classification will be reflected in subsequent financial statements.

Note 10: Questionnaire

The workers' compensation policy that covered employees of FCB who previously performed services for the Debtor was terminated on May 1, 2023. The Debtor has obtained a new workers' compensation policy through a professional employer organization.

I declare under penalty of perjury that, in my reasonable belief, the foregoing supplemental notes to Monthly Operating Report are true and correct.

5

23-10367-mg  Doc 639-1  Filed 10/31/23  Entered 10/31/23 20:30:07  Supplement

Notes and Supporting Documentation  Pg 6 of 7

Supplemental Statement of Operations

Notes

[1] - Includes both realized and unrealized (gains) / losses. 

23-10367-mg  Doc 639-1  Filed 10/31/23  Entered 10/31/23 20:30:07  Supplement

Notes and Supporting Documentation  Pg 7 of 7

Supplemental Balance Sheet