| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
|
As previously disclosed on March 13, 2023, SVB Financial Group
(the “Company”) is engaging Alvarez & Marsal (“A&M”),
a business advisory firm, to serve as restructuring counsel as the
Company explores strategic alternatives for the Company and its SVB
Capital and SVB Securities businesses. As part of this engagement,
A&M will provide the services of a Chief Restructuring Officer
for the Company. On March 13, 2023, the restructuring
committee of the Company’s board of directors appointed William
Kosturos of A&M as the Company’s Chief Restructuring
Officer.
Mr. Kosturos is a Managing Director with A&M’s North
American Commercial Restructuring practice in San Francisco. He is
Vice-Chair of the U.S. Restructuring Practice and a member of
A&M’s Executive Committee for U.S. Restructuring, and has more
than 30 years of operational experience as an interim manager and
financial adviser to both debtors and creditors in and out of
Chapter 11 proceedings. Previously, Mr. Kosturos was the Chief
Restructuring Officer for Washington Mutual. Other notable advisory
or management roles include Cengage Learning, Inc., Movie Gallery,
The Spiegel Group (which owned Eddie Bauer), Pacific Gas &
Electric Company, Tri-Valley Growers, Levi Strauss,
Webvan Group, Sunshine Biscuits, Clothestime, Hexcel Corp., and
Spreckels Industries.
Mr. Kosturos and the Company did not enter into, and do not
anticipate entering into, any compensatory arrangements in
connection with their performance as the Company’s Chief
Restructuring Officer that are in addition to any fees paid to
A&M in connection with its services provided to the Company.
Other than as described above, there are no arrangements or
understandings between Mr. Kosturos and any other person
pursuant to which he was appointed to serve as Chief Restructuring
Officer. There are no family relationships between
Mr. Kosturos and any director or executive officer of the
Company. Mr. Kosturos does not have a direct or indirect
material interest in any “related party” transaction required to be
disclosed pursuant to Item 404(a) of Regulation S-K.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995. Forward-looking statements are subject to known and
unknown risks and uncertainties, many of which may be beyond the
Company’s control. Forward-looking statements are statements that
are not historical facts and generally can be identified by the use
of such words as “becoming,” “may,” “will,” “should,” “could,”
“would,” “predict,” “potential,” “continue,” “anticipate,”
“believe,” “estimate,” “seek,” “expect,” “plan,” “intend,” the
negative of such words or comparable terminology. Although the
Company believes that the expectations reflected in the Company’s
forward-looking statements are reasonable, the Company has based
these expectations on its current beliefs as well as its
assumptions, and such expectations may not prove to be correct.
Because forward-looking statements relate to the future, they are
subject to inherent uncertainties, risks and changes in
circumstances that are difficult to predict and many of which are
outside the Company’s control. Forward-looking statements related
to the Company’s actual results of operations and financial
performance could differ significantly from those expressed in or
implied by the Company’s forward-looking statements. The
forward-looking statements included in this disclosure are made
only as of the date of this disclosure. The Company does not
intend, and undertakes no obligation, to update these
forward-looking statements.