SVB FINANCIAL GROUP 14,000,000 Depositary Shares, each representing a 1/40th interest in a share of ($.001 par value per share, liquidation preference $1,000 per share) Underwriting AgreementUnderwriting Agreement • December 9th, 2019 • 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 14,000,000 depositary shares (the “Depositary Shares” or the “Securities”), each representing a 1/40th interest in a share of the 5.250% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series A, par value $0.001 per share, liquidation preference $1,000 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
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 December 9, 2019Deposit Agreement • December 9th, 2019 • SVB Financial Group • State commercial banks • New York
DEPOSIT AGREEMENT, dated as of December 9, 2019, 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).
