UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934
(Amendment No. )
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Filed by a Party other than the Registrant ☒
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| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☒ | Definitive Additional Materials |
| ☒ | Soliciting Material Under Rule 14a-12 |
| Boston Private Financial Holdings, Inc. |
(Name of Registrant as Specified in Its Charter) |
| |
HoldCo Opportunities Fund III, L.P. HoldCo Asset Management, LP VM GP VII LLC VM GP II LLC VIKARAN GHEI MICHAEL ZAITZEFF Jeita L. DenG Merrie S. Frankel Laurie M. Shahon |
(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant) |
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HoldCo Opportunities Fund III, L.P. (“HoldCo Fund”), together with the participants named herein (collectively, “HoldCo”), intends to file a preliminary proxy statement and accompanying WHITE proxy card with the Securities and Exchange Commission to be used to solicit votes for the election of its slate of director nominees at the 2021 annual meeting of shareholders of Boston Private Financial Holdings, Inc., a Massachusetts corporation (the “Company”), and has filed a definitive proxy statement and accompanying WHITE proxy card with the Securities and Exchange Commission to be used to solicit votes to oppose the merger between the Company and SVB Financial Group, a Delaware corporation, at the special meeting of shareholders of the Company to be held virtually on April 27, 2021.
Item 1: On March 30, 2021, HoldCo issued the below press release, which contained a link to an Investor Presentation. The Investor Presentation is attached hereto as Exhibit 99.1 and incorporated herein by reference.
HoldCo Issues Detailed Presentation on Boston Private’s Proposed Merger with SVB
Highlights Numerous Reasons Why BPFH Shareholders Should Vote NO
Believes BPFH is Worth Significantly More than SVB’s Current Offer
Believes HoldCo’s Three Director Nominees Would Add Urgently Needed Expertise to BPFH’s Board and Ensure Value is Maximized for all BPFH Shareholders
Presentation and Additional Materials Available at www.BPValue.com
HoldCo Asset Management, LP and its managed funds (collectively, "HoldCo"), which own 4,049,816 shares of common stock of Boston Private Financial Holdings, Inc. (NASDAQ: BPFH) ("Boston Private," "BPFH," or the "Company"), representing approximately 4.9% of the Company’s outstanding shares, today issued an investor presentation detailing its strong opposition to BPFH’s planned merger (the “Merger”) with SVB Financial Group (“SVB”) and urging all shareholders to vote NO.
The presentation describes, among other things, the non-existent sales process and conflict-riddled negotiations that resulted in what HoldCo believes is a grossly inadequate valuation for BPFH. The presentation also outlines how voting against the Merger today will pave the way for a competitive and comprehensive sales process supervised by a stronger, independent Board – with the addition of the three highly-qualified candidates HoldCo has nominated for election as directors.
The presentation and additional materials are available here: www.BPValue.com.
HoldCo urges all BPFH shareholders to vote NO on the proposed Merger.
About HoldCo Asset Management
HoldCo Asset Management, LP is an investment adviser located in New York City. HoldCo was founded by Vik Ghei and Misha Zaitzeff. HoldCo currently has over $1 billion in regulatory assets under management.
HoldCo is being represented by the law firm Olshan Frome Wolosky LLP.
CERTAIN INFORMATION CONCERNING PARTICIPANTS
HoldCo Opportunities Fund III, L.P. ("HoldCo Fund"), together with the participants named herein (collectively, "HoldCo"), intends to file a preliminary proxy statement and accompanying WHITE proxy card with the Securities and Exchange Commission to be used to solicit votes for the election of its slate of director nominees at the 2021 annual meeting of shareholders of Boston Private Financial Holdings, Inc., a Massachusetts corporation (the "Company"), and has filed a definitive proxy statement and accompanying WHITE proxy card with the Securities and Exchange Commission to be used to solicit votes to oppose the merger between the Company and SVB Financial Group, a Delaware corporation, at the special meeting of shareholders of the Company to be held virtually on April 27, 2021.
HOLDCO STRONGLY ADVISES ALL SHAREHOLDERS OF THE COMPANY TO READ EACH THE PROXY STATEMENTS AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEBSITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THE PROXY SOLICITATIONS WILL PROVIDE COPIES OF THE PROXY STATEMENTS WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS’ PROXY SOLICITOR.
The Participants in the proxy solicitation with regard to the Annual Meeting are anticipated to be HoldCo Fund, VM GP VII LLC ("VM GP VII"), HoldCo Asset Management, LP ("HoldCo Asset Management"), VM GP II LLC ("VM GP II"), Vikaran Ghei, Michael Zaitzeff, Jeita L. Deng, Merrie S. Frankel and Laurie M. Shahon. The Participants in the proxy solicitation with regard to the Special Meeting are anticipated to be HoldCo Fund, VM GP VII, HoldCo Asset Management, VM GP II, Vikaran Ghei and Michael Zaitzeff.
As of the date hereof, HoldCo Fund directly owned 4,049,816 shares of Common Stock, par value $1.00 per share, of the Company (the "Common Stock"). As the general partner of HoldCo Fund, VM GP VII may be deemed to beneficially own the 4,049,816 shares of Common Stock owned directly by HoldCo Fund. As the investment manager of HoldCo Fund, HoldCo Asset Management may be deemed to beneficially own the 4,049,816 shares of Common Stock owned directly by HoldCo Fund. As the general partner of HoldCo Asset Management, VM GP II may be deemed to beneficially own the 4,049,816 shares of Common Stock owned directly by HoldCo Fund. As Members of each of VM GP VII and VM GP II, each of Messrs. Ghei and Zaitzeff may be deemed to beneficially own the 4,049,816 shares of Common Stock owned directly by HoldCo Fund. As of the date hereof, none of Mses. Deng, Frankel or Shahon beneficially own any securities of the Company.
Contacts
Investor
John Ferguson / Joe Mills
Saratoga Proxy Consulting LLC
(212) 257-1311
info@saratogaproxy.com
Media:
Dan Zacchei / Joe Germani
Sloane & Company
Dzacchei@sloanepr.com / JGermani@sloanepr.com
Item 2: On March 30, 2021, HoldCo posted the following materials, including the Investor Presentation, to www.bpvalue.com:
