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UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK

___________________________________________

In re

SVB FINANCIAL GROUP,[1]
                                    

Debtor.

___________________________________________

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        Chapter 11

        Case No. 23-10367 (MG)

                                           CLASS 3(B) OTHER GUC CLAIMS – REGISTRATION
                                            AND QUALIFIED HOLDER CERTIFICATION FORM

 

 

 To: Holders of Class 3(b) Other General Unsecured Claims that Have Not Previously Elected to Receive the GUC Cash-Out in Accordance with the Debtor’s Second Amended Plan of Reorganization Under Chapter 11 of the Bankruptcy Code [D.I. 1332] (including all schedules, annexes and exhibits thereto and as may be amended, modified or supplemented from time to time, the “Plan”)[1]

 
 

PLEASE CAREFULLY READ THIS FORM IN ITS ENTIRETY BEFORE COMPLETING THE ENCLOSED REGISTRATION FORM AND QUALIFIED HOLDER CERTIFICATION.

REGISTRATION FORM DEADLINE: OCTOBER 7, 2024 AT 5:00 P.M. (PREVAILING EASTERN TIME)

PLEASE TAKE NOTICE that on May 30, 2024, the United States Bankruptcy Court for the Southern District of New York (the “Court”) entered the Order (I) Approving the Disclosure Statement; (II) Establishing a Voting Record Date; (III) Approving Solicitation Packages and Solicitation Procedures; (IV) Approving the Forms of Ballots; (V) Establishing Voting and Tabulation Procedures; and (VI) Establishing Notice and Objection Procedures for the Confirmation of the Plan [D.I. 1172] (the “Solicitation Procedures Order”).  Among other things, the Solicitation Procedures Order approved the Disclosure Statement for the Debtor’s Second Amended Plan of Reorganization Under Chapter 11 of the Bankruptcy Code [D.I. 1179] (as may be amended, modified or supplemented, the “Disclosure Statement”) filed by SVB Financial Group, the above-referenced debtor and debtor-in-possession (the “Debtor”).

PLEASE TAKE FURTHER NOTICE that the Court held a hearing to consider confirmation of the Plan on July 24, 2024 at 9:00 A.M. (Prevailing Eastern Time), and on August 2, 2024, the Court entered its Findings of Fact, Conclusions of Law and Order Confirming the Debtor’s Second Amended Plan of Reorganization Under Chapter 11 of the Bankruptcy Code [D.I. 1379], confirming the Plan.  You are being provided this notice with respect to the Plan.

PLEASE TAKE FURTHER NOTICE that you are receiving this Registration and Qualified Certification Form because you have been identified as the holder of a CLASS 3(B) (OTHER GENERAL UNSECURED CLAIM) and, to the extent that you are not electing to receive the GUC Cash-Out, you are required to return this form before October 7, 2024 at 5:00 p.m. (Prevailing Eastern Time) (the “Registration Form Deadline”) in order to receive a Distribution on account of your claim (to the extent such claim is determined to be an Allowed Claim).

PLEASE TAKE FURTHER NOTICE that contemporaneously with the sending of this form, the Debtor is distributing forms to provide Holders of Class 3(b) Other General Unsecured Claims who did not previously submit a valid election to receive the GUC Cash-Out with an opportunity to elect to receive the GUC Cash-Out pursuant to the Plan (such form, the “GUC Cash-Out Election Form”).  If you submit a valid GUC Cash-Out Election Form on or before the deadline of August 23, 2024, as set forth in the GUC Cash-Out Election Form (the “GUC Cash-Out Election Deadline”), you are not required to return this form; provided that, if and your GUC Cash-Out Election Form is not validly submitted by the GUC Cash-Out Election Deadline, you will not be eligible to receive the GUC Cash-Out, and you will be required to submit this form in order to receive a Distribution pursuant to the Plan.

PLEASE TAKE FURTHER NOTICE that in accordance with the Plan all Class 3(b) claims will be discharged as of the Effective Date of the Plan, and each Holder of an Allowed Other General Unsecured Claims shall receive (a) to the extent such Holder validly elects to receive the GUC Cash-Out, the GUC Cash-Out or (b)(i)(x) if and solely to the extent such Holder has certified to its status as a “Qualified Holder”, NewCo Common Stock, or (y) if and solely to the extent such Holder has certified to its status as a “Non-Qualified Holder”, Cash in an amount equal to the value of the NewCo Common Stock it would otherwise be entitled to receive, and (ii) Class A-2 Trust Units, in accordance with Section 4.2.4 of the Plan.

PLEASE TAKE FURTHER NOTICE that in order to receive your distribution of NewCo Common Stock or Cash in lieu thereof (as described above and as set forth in Section 4.2.4 of the Plan), Holders of Other General Unsecured Claims must certify to their status as a “Qualified Holder” or “Non-Qualified Holder” as set forth under Item 2 below (including by filling out Annex A attached hereto, the “Qualified Holder Certification Form”), which is described in further detail below.

PLEASE TAKE FURTHER NOTICE that in order to receive a timely Distribution, Holders of General Unsecured Claims must return this form by the Registration Form Deadline set forth above.  To the extent that this form is received by the Distribution Agent (defined below) after the Effective Date, distributions on account of such claims will occur after the Effective Date.

PLEASE TAKE FURTHER NOTICE that in accordance with the Plan, each Holder of a Class 3(b) Other General Unsecured Claim who has not elected to receive the GUC Cash-Out (whether previously or in connection with the GUC Cash-Out Election Form), is required certify to its status as a Qualified Holder or Non-Qualified Holder in order to receive a distribution of NewCo Common Stock or Cash, as applicable, pursuant to the Plan on account of its NewCo Common Stock entitlement.

THE PLAN EFFECTIVE DATE MAY OCCUR PRIOR TO THE REGISTRATION FORM DEADLINE.  IF THE PLAN EFFECTIVE DATE OCCURS PRIOR TO THE REGISTRATION FORM DEADLINE, HOLDERS WHO HAVE NOT RETURNED THIS REGISTRATION FORM SHOULD EXPECT TO RECEIVE THEIR DISTRIBUTION(S) AFTER THE PLAN EFFECTIVE DATE.

FURTHERMORE, HOLDERS WHO DO NOT RETURN THIS REGISTRATION FORM PRIOR TO THE REGISTRATION FORM DEADLINE MAY HAVE THEIR DISTRIBUTION(S) TREATED AS “UNCLAIMED DISTRIBUTIONS” PURSUANT SECTION 10.5 OF THE PLAN.

 
INSTRUCTIONS FOR COMPLETING THIS FORM

 

1.              In order to receive a timely distribution, each Holder of an Other General Unsecured Claim must complete, sign and return this form to Kroll Restructuring Administration LLC (the “Distribution Agent”), so that it is actually received no later than the Registration Form Deadline of October 7, 2024 at 5:00 p.m. (Prevailing Eastern TIme), via the Distribution Agent’s e-portal platform by visiting the Distribution Agent’s website, https://restructuring.ra.kroll.com/svbfg/, clicking on the “Submit Class 3(b) Certification Form” link and following the directions to submit your electronic form.

2.              Each Holder of an Other General Unsecured Claim should complete Item 1 and Item 2 (including the Qualified Holder Certification Form) below if you are not electing to receive the GUC Cash-Out.[3]

3.              If you have any questions regarding the distribution procedures or need additional copies of the Qualified Holder Certification Form or other related materials, please contact the Debtor’s Distribution Agent, Kroll Restructuring Administration, LLC, by emailing SVBFGissuerservices@is.kroll.com.

IMPORTANT INFORMATION REGARDING THE QUALIFIED HOLDER CERTIFICATION

In order to facilitate distributions, and in accordance with Section 7.5.2 of the Plan, each Holder of a Class 3(b) Other General Unsecured Claim must provide a certification that such Holder is or is a Qualified Holder or a Non-Qualified Holder in order to receive (a) if such Holder is a Qualified Holder, NewCo Common Stock, or (b) if such Holder is a Non-Qualified Holder, a Cash distribution in an amount equal to the value of the NewCo Common Stock such Holder would be entitled to if such Holder were a Qualified Holder.

PURSUANT TO SECTION 7.5.2 OF THE PLAN, EACH HOLDER OF A CLASS 3(B) OTHER GENERAL UNSECURED CLAIM MUST CERTIFY TO ITS STATUS AS A “QUALIFIED HOLDER” OR “NON-QUALIFIED HOLDER” BELOW IN ORDER TO RECEIVE A DISTRIBUTION OF NEWCO COMMON STOCK OR CASH IN LIEU THEREOF.  ANY HOLDER THAT DOES NOT PROVIDE SUCH CERTIFICATION PRIOR TO THE EXPIRATION DATE WRITTEN ABOVE WILL HAVE ITS NEWCO DISTRIBUTION DEEMED AN “UNCLAIMED DISTRIBUTION”, AND IF SUCH HOLDER FAILS TO DELIVER SUCH CERTIFICATION DURING THE SIX MONTHS THEREAFTER, SUCH HOLDER’S CLAIM MAY BE CANCELED, DISCHARGED AND FOREVER BARRED IN ACCORDANCE WITH SECTION 10.5 OF THE PLAN.

Obtaining Copies of Relevant Documents

Copies of the Plan, the Plan Supplement, the Disclosure Statement and the Solicitation Procedures Order, as well as other documents filed in this Chapter 11 Case, may be obtained from the Court’s website, https://ecf.nysb.uscourts.gov, for a nominal fee, or obtained free of charge by accessing the website of the Debtor’s Distribution Agent, https://restructuring.ra.kroll.com/svbfg/.  In addition, the Debtor will, at its expense, provide paper copies of the Plan, Disclosure Statement or Solicitation Procedures Order to any party submitting a request for such paper copies (i) through the website of the Debtor’s Distribution Agent at https://restructuring.ra.kroll.com/svbfg/ or (ii) in writing to (a) SVB Financial Group Ballot Processing Center, c/o Kroll Restructuring Administration LLC, 850 Third Avenue, Suite 412, Brooklyn, NY 11232 or (b) SVBFGInfo@ra.kroll.com (with “SVBFG Solicitation Inquiry” in the subject line).  Please be advised that the Distribution Agent is authorized to answer questions about, and provide additional copies of, materials filed in this Chapter 11 Case, but may not advise you as to matters regarding the Plan.

Class 3(b) – Other General Unsecured Claims
GUC Cash-Out Election and Registration Information Form

Each Holder of an Other General Unsecured Claim should complete Item 1 and Item 2 below if you are not electing to receive the GUC Cash-Out.

[3]             If you elect to receive the GUC Cash-Out by filling out and returning a valid GUC Cash-Out Election Form and also submit information in response to Items 1 and 2 of this form, you will receive the GUC Cash-Out.

[1]             The last four digits of SVB Financial Group’s tax identification number are 2278.

[2]             Capitalized terms used but not defined in this notice shall have the meaning ascribed to them in the Plan.

 

All Holders of Other General Unsecured Claims that have not elected to receive the GUC Cash-Out (whether previously or in connection with the submission of a timely and valid GUC Cash-Out Election Form) must complete this Item 1 and Item 2 below in order to receive a distribution on account of their claims

A.  DTC Participant for the deposit of Class A-2 Trust Units and/or NewCo Common Stock into your brokerage account or the brokerage account of a designee. For the avoidance of doubt, a designee must qualify as an Affiliate[1] or Related Fund[2] of the Holder in order to receive the Class A-2 Trust Unit and/or NewCo Common Stock distribution.

[1] “Affiliate” shall mean, with respect to any Person, any other Person controlled by, controlling or under common control with such Person and shall also include any Related Fund of such Person. As used in this definition, “control” (including, with its correlative meanings, “controlling,” “controlled by” and “under common control with”) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities, by contract or otherwise).

[2] “Related Fund” shall mean, with respect to any Person, any fund, account or investment vehicle that is controlled or managed by (a) such Person, (b) an Affiliate of such Person or (c) the same investment manager, advisor or subadvisor as such Person or an Affiliate of such investment manager, advisor or subadvisor.

 

B. Registration information for the issuance of Class A-2 Trust Units in the event the Class A-2 Trust Units are not DTC Eligible

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Please indicate the “account type” into which the Holder, its Affiliate, or a Related Fund will have its Class A-2 Trust Units issued.  If you are designating your Class A-2 Trust Units to an Affiliate or a Related Fund, please indicate the “account type” of the Affiliate or a Related Fund.  Below are the options for “account types” that may be used in connection with registration of your Class A-2 Trust Units.

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A Qualified Holder Certification Form is attached hereto as Annex A.  Please complete and return a completed copy of the Qualified Holder Certification Form in connection with the submission of this Registration Form no later than the Registration Form Deadline of [October 4], 2024 at 5:00 p.m. (Prevailing Eastern Time).  ANY HOLDER THAT DOES NOT PROVIDE SUCH CERTIFICATION PRIOR TO THE REGISTRATION FORM DEADLINE WILL HAVE ITS NEWCO DISTRIBUTION DEEMED AN “UNCLAIMED DISTRIBUTION”, AND IF SUCH HOLDER FAILS TO DELIVER SUCH CERTIFICATION DURING THE SIX MONTHS THEREAFTER, SUCH HOLDER’S CLAIM MAY BE CANCELED, DISCHARGED AND FOREVER BARRED IN ACCORDANCE WITH SECTION 10.5 OF THE PLAN.

 

Certification. I certify that the information provided above (including sections A & B of Item 1 and the Qualified Holder Certification Form in Item 2, to the extent applicable) is accurate and should be used to make the distributions the undersigned is entitled to receive pursuant to the Plan.

 

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Please deliver your completed Registration Form (with an accompanying IRS Forms W-9 or appropriate IRS Form W-8, as applicable to the Distribution Agent, via the Agent’s E-Portal. To Access the Electronic Portal, visit https://cases.ra.kroll.com/svbfg/, click on the “Submit Registration Information Form” section of the website and follow the instructions to submit your documentation.

Qualified Holder Certification

This Qualified Holder Certification Form may not be used for any purpose other than for certifying to your status as a Qualified Holder or Non-Qualified Holder pursuant to Section 7.5.2 of the Plan.  If you believe you have received this Qualified Holder Certification Form in error please contact the Debtor’s Distribution Agent immediately at SVBFGissuerservices@is.kroll.com. 

  IMPORTANT

You should carefully review the Plan before you submit this Qualified Holder Certification Form.  You may wish to seek legal advice concerning the Plan and your status as a Qualified Holder or Non-Qualified Holder.  Your Claim has been placed in Class 3(b) (Other General Unsecured Claims) under the Plan.

IF YOUR QUALIFIED HOLDER CERTIFICATION FORM IS NOT RECEIVED BY THE DEBTOR’S DISTRIBUTION AGENT, KROLL RESTRUCTURING ADMINISTRATION LLC, ON OR BEFORE THE REGISTRATION FORM DEADLINE AND SUCH DEADLINE IS NOT EXTENDED, YOUR NEWCO DISTRIBUTION WILL BE DEEMED AN “UNCLAIMED DISTRIBUTION”, AND YOU MAY PROVIDE THIS QUALIFIED HOLDER CERTIFICATION AT A LATER DATE.  HOWEVER, IF YOU FAILS TO DELIVER THIS CERTIFICATION DURING THE SIX MONTHS FOLLOWING THE REGISTRATION FORM DEADLINE, YOUR CLAIM MAY BE CANCELED, DISCHARGED AND FOREVER BARRED IN ACCORDANCE WITH SECTION 10.5 OF THE PLAN.

rEGISTRATION FORM DEADLINE: October 7 2024, AT 5:00 P.M. (prevailing EASTERN TIME).

SUBMITTING VIA THE E-PORTAL IS THE ONLY VALID SUBMISSION METHOD.

The purpose of this Qualified Holder Certification is to assure the Debtor that, assuming the Plan is confirmed and the transactions contemplated by the Plan are consummated, the issuance of NewCo Common Stock to you will be exempt from the registration requirements of the U.S. Securities Act of 1933 (as amended, the “Securities Act”), and you acknowledge and agree that the Debtor  is relying on the truth and accuracy of the representations and warranties made by you in this Qualified Holder Certification to establish the availability of an exemption from registration.

As defined in Section 2.1.161 of the Plan, a Holder is a “Qualified Holder” if (i) such Holder is a “qualified purchaser” (as such term is defined in section 2(A)(51) of the Investment Company Act of 1940, as amended (the “Investment Company Act”) and the rules thereunder) and (ii) such Holder is an Accredited Investor.  Accordingly, you must check a box under each of the certifications set forth under Parts A and B below to certify to your status as a “Qualified Holder”.  If you cannot make the certifications set forth under Parts A and B below, you must certify to your status as a “Non-Qualified Holder” under Part C below.

The undersigned understands that the information contained herein will be relied upon by the Debtor and its counsel for purposes of such determination.  The undersigned further understands that this questionnaire does not constitute an offer by the Company to sell any securities but merely is a request for information.

Part A.

You hereby certify to the Debtor that  you are, and will be at the time of receipt of NewCo Common Stock, a “qualified purchaser” as that term is defined in section 2(a)(51)(A) of the Investment Company Act, because each of the following certifications ((1) through (3)) is true (please check the applicable box with respect to each certification):[1]

[1] The term “qualified purchaser” does not include a company that, but for the exceptions provided for in paragraph (1) or (7) of section 3(c) of the Investment Company Act, would be an investment company (hereafter in this paragraph referred to as an “excepted investment company”), unless all beneficial owners of its outstanding securities (other than short-term paper), determined in accordance with section 3(c)(1)(A) of the Investment Company Act, that acquired such securities on or before April 30, 1996 (hereafter in this paragraph referred to as “pre-amendment beneficial owners”), and all pre-amendment beneficial owners of the outstanding securities (other than short-term paper) of any excepted investment company that, directly or indirectly, owns any outstanding securities of such excepted investment company, have consented to its treatment as a qualified purchaser.  Unanimous consent of all trustees, directors, or general partners of a company or trust referred to in clause (ii) or (iii) of subparagraph (A) shall constitute consent for purposes of this footnote.

1. You are:

AND

2. You are:

AND

3. You are:

Part B.

You hereby certify to the Debtor that you are, and will be at the time of receipt of NewCo Common Stock, an “accredited investor” within the meaning of Securities and Exchange Commission Rule 501 of Regulation D, as presently in effect, under the Securities Act because you qualify within one or more of the categories specified below (check applicable box(es)):

Part C.

IF YOU DO NOT CHECK ANY OF THE BOXES SET FORTH UNDER EACH OF PART A AND PART B ABOVE, YOU MUST CERTIFY (UNDER THIS PART C) THAT YOU ARE A “NON-QUALIFIED HOLDER” AS DEFINED IN SECTION 2.1.140 OF THE PLAN BECAUSE YOU ARE NOT A “QUALIFIED PURCHASER” OR “ACCREDITED INVESTOR” AS SET FORTH ABOVE.

You hereby certify to the Debtor that:

Qualified Purchaser Investments

This Exhibit is intended to assist you in determining which of your assets are Qualified Purchaser Investments and how to value those assets appropriately.  Although Qualified Purchaser Investments include most of what are ordinarily considered “investments” or “securities” (but excludes assets such as jewelry, artwork, antiques and other similar collectibles), issues may arise as to whether a particular holding falls within the definition.  You are encouraged to consult their legal and/or tax advisors for guidance on these issues.

Types of Investments.  The term “Qualified Purchaser Investment” includes the investments described below.  See the accompanying footnotes for more complete definitions.

1.              Cash and cash equivalents (including foreign currency) held for investment purposes, including bank deposits, certificates of deposit, bankers acceptances, and the net cash surrender value of an insurance policy.

2.              Securities[1] such as

(a)            shares of (and other interests in) mutual funds, closed‑end funds, hedge funds, and commodity pools;

(b)           securities, including common stock, preferred stock and other equity instruments as well as bonds, notes, debentures and other debt obligations, of any public company (including companies listed on certain foreign exchanges);

(c)            securities, including common stock, preferred stock and other equity instruments as well as bonds, notes, debentures and other debt obligations, of any private company with at least $50 million in shareholders’ equity;

(d)           securities, including common stock, preferred stock and other equity instruments as well as bonds, notes, debentures and other debt obligations, of any private company with less than $50 million in shareholders’ equity provided the investor does not control or exercise control, alone or with others, over the private company;2

(e)            interests in family‑owned or closely‑held businesses controlled by the investor if they fall in one of categories (a)-(c) above; and

(f)            bonds, notes and similar debt obligations issued by federal, state and local governments and agencies.

3.              Real estate held for investment purposes (which does not include a place of business used by the investor or the investor’s family, or a personal residence used by the investor or the investor’s family unless the residence is treated as an investment for tax purposes).

4.              Commodity futures contracts, options on commodity futures contracts, and options on physical commodities traded on or subject to the rules of a major commodities exchange3 held for investment purposes.

5.              Physical commodities such as gold or silver with respect to which a commodity interest is traded on or subject to the rules of a major commodities exchange held for investment purposes.

6.              Financial contracts4 entered into for investment purposes, e.g. swaps and similar contracts.

Valuation.   In determining whether the $5 million or $25 million threshold is met, as applicable, Qualified Purchaser Investments can be valued at fair market value as of the most recent practicable date or its cost, provided that commodity interests should be valued at the initial margin or option premium deposited in connection with such interests.  If investments have been acquired with indebtedness, the amount of the indebtedness must be deducted in determining whether the threshold has been met. 

Retirement Plans and Trusts.  Each investor may include as Qualified Purchaser Investments any otherwise qualifying investments held in an individual retirement account or similar account in which those investments are held for the benefit of and directed by the investor.

Joint Investments.  Each investor may include as Qualified Purchaser Investments any otherwise qualifying investments held jointly with the investor’s spouse, or in which the investor and the investor’s spouse share a community property or similar shared ownership interest.  In determining whether spouses who are making a joint investment are Qualified Purchasers, there may be included in the amount of each spouse's Qualified Purchaser Investments any otherwise qualifying investments owned by the other spouse (whether or not such investments are held jointly).  In each case, the amount of any such investments should be reduced by any outstanding debt incurred by either spouse in purchasing them.

[1]          Securities (as defined by Section 2(a)(1) of the Securities Act of 1933, as amended (the “1933 Act”)) issued by (a)(i) an investment company, (ii) a company that would be an investment company but for the exclusions provided by Sections 3(c)(1) through 3(c)(9) of the Investment Company Act of 1940, as amended (the “1940 Act”), or the exemptions provided by Rule 3a-6 or Rule 3a-7 under the 1940 Act, or (iii) a commodity pool; (b) a public company which (i) filed reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, or (ii) has a class of securities that are listed on a “designated offshore securities market” as such term is defined by Regulation S under the 1933 Act; (c) a company with shareholders’ equity of not less than $50 million (as determined in accordance with generally accepted accounting principles) as reflected on the company’s most recent financial statements, provided that such financial statements present the information as of a date within 16 months prior to the date on which securities are acquired from any Company that is relying on this questionnaire to establish the exclusion provided by Section 3(c)(7) of the 1940 Act; and (d) any other issuer other than one that controls, is controlled by, or is under common control with the investor.

2          A director or executive officer of a company or the holder of more than 10% of a company’s voting stock will generally be deemed to control the company.

3          Any contract market designated for trading such transactions under the Commodity Exchange Act and the rules thereunder or any board of trade or exchange outside the United States, as contemplated by the Commodity Exchange Act.

4          As defined in Section 3(c)(2)(B)(ii) of the 1940 Act.
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