23-10367-mg Doc 738-1 Filed 12/06/23 Entered 12/06/23 18:43:32 Supplement
Notes and Supporting Documentation Pg 4 of 7
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 was terminated upon the consummation of the Sale of SVB Securities entities (see Note 7), 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 was assigned the Management Agreements and became 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 canceled $30 million of intercompany receivables from SVB Capital ManCo. For accounting purposes, this cancellation was deemed a capital contribution on the books of SVB Capital ManCo and an investment by the Debtor in SVB Capital ManCo.
SVB Securities
SVB Securities LLC (n/k/a Leerink Partners LLC, “SVB Securities”), while under the control of the Debtor, was an investment bank focused on the innovation economy and operated as a wholly owned subsidiary of SVB Securities Holdings LLC (“Securities Holdings”). 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, Securities Holdings, entered into an Interest and Asset Purchase Agreement (the “Purchase Agreement”) with Leerink Intermediate Holdings LLC (f/k/a Saffron Buyer LLC, “Buyer”) for the sale of 100% of the issued and outstanding membership interests of SVB Securities and SVB MEDACorp LLC (“MEDACorp”), two wholly owned subsidiaries of Securities Holdings, and certain related assets of the Debtor and Securities Holdings (the “Sale”). 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.
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