On April 13, 2021, Marc Waterman (“Plaintiff”), represented by Joshua H. Grabar of Grabar Law Office, filed a civil action complaint against Boston Private Financial Holdings Inc., Stephen M. Waters, Mark F. Furlong, Joseph C. Guyaux, Deborah F. Kuenstner, and others (collectively, “Defendants”), seeking declaratory and injunctive relief, among other reliefs for allegedly not disclosing material information and allegedly violating the Securities Exchange Act 1934. This case was filed in the U.S. District Court for the Eastern District of Pennsylvania with Judge Timothy J. Savage presiding.
In its complaint, the Plaintiff alleged that “On January 4, 2021, Boston Private Financial Holdings, Inc. (“Boston Private” or the “Company”) entered into an agreement (the “Merger Agreement”) to be acquired by SVB Financial Group (“SVB Financial”) (the “Proposed Merger”).” “On March 18, 2021, defendants filed a prospectus (the “424B3”) with the U.S. Securities and Exchange Commission (the “SEC”).” “The 424B3 fails to disclose material information regarding the financial analyses performed by Morgan Stanley & Co. LLC (“Morgan Stanley”), Boston Private’s financial advisor. The 424B3 fails to disclose the following regarding Morgan Stanley’s Boston Private Dividend Discount Analysis: (i) the terminal values; (ii) the basis for applying a range of terminal forward multiples of 11.0x to 13.0x and a 1.0% opportunity cost of cash; (iii) the inputs and assumptions underlying the discount rates; and (iv) the projected dividends. The 424B3 fails to disclose the following regarding Morgan Stanley’s SVB Financial Public Trading Comparables Analysis: the individual multiples for the observed companies. The 424B3 fails to disclose the following regarding Morgan Stanley’s SVB Financial Dividend Discount Analysis: (i) the terminal values; (ii) the basis for applying a range of terminal forward multiples of 14.0x to 22.0x and a 1.0% opportunity cost of cash; (iii) the inputs and assumptions underlying the discount rates; and (iv) the projected dividends. The 424B3 fails to disclose the following regarding Morgan Stanley’s SVB Financial Analyst Price Targets Analysis: (i) the observed price targets; (ii) the sources of the price targets; and (iii) the inputs and assumptions underlying the discount rate.”
The Plaintiff further alleged that “The 424B3 fails to disclose material information regarding Boston Private’s and SVB Financial’s financial projections. The 424B3 fails to disclose: (i) the projected cash flows for the Company and SVB Financial; and (ii) the assumptions underlying the Company’s forecasts reviewed by the Board at its September 30, 2020 and November 18, 2020 meetings. The 424B3 fails to disclose material information regarding potential conflicts of interest and the background of the Proposed Merger. The 424B3 fails to disclose the timing and nature of the past services Morgan Stanley provided to SVB Financial. The 424B3 fails to disclose the identity of the investment banker that introduced Anthony DeChellis to SVB’s President and Chief Executive Officer, Greg Becker, and whether the investment bank is receiving a fee in connection therewith. The 424B3 fails to disclose whether the Company entered into any non-disclosure agreements that contained standstill and/or don’t ask, don’t waive provisions.”
There are two claims for relief laid down by the Plaintiff. The first claim is against the individual Defendants and Boston Private for the alleged violation of Section 14(a) of the Exchange Act and Rule 14a-9; the second claim for relief is against the individual Defendants and SVB Financial for the alleged violation of Section 20(a) of the Exchange Act.
In his prayer for relief, the Plaintiff has requested the court to preliminarily and permanently enjoin defendants from consummating the Proposed Merger or rescind it or award rescissory damages; direct the Individual Defendants to disseminate a 424B3 that does not contain any untrue statements of material fact; and award plaintiff the costs of this action.
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Disposed - Other Disposed
TIMOTHY J. SAVAGE
GLORIA C LARSON
LUIS A UBINAS
MARK F FURLONG
KIMBERLY S STEVENSON
LIZABETH H ZLATKUS
SVB FINANCIAL GROUP
JOSEPH C. GUYAUX
BOSTON PRIVATE FINANCIAL HOLDINGS, INC.
DEBORAH F KUENSTNER
STEPHEN M WATERS
JOSHUA H. GRABAR
Attorney at GRABAR LAW OFFICE
One Liberty Place, 1650 Market St Suite 3600
Philadelphia, PA 19103
Civil Cover Sheet
Docket(#3) NOTICE of Voluntary Dismissal by MARC WATERMAN As To ALL DEFENDANTS(GRABAR, JOSHUA) (Entered: 05/05/2021)Read MoreRead Less
Docket(#2) ORDER THAT THE UNITED STATES MAGISTRATE JUDGE ASSIGNED TO THE ABOVE CAPTIONED CASE IS THE HONORABLE LYNNE A. SITARSKI. SIGNED BY CLERK OF COURT KATE BARKMAN, CLERK OF COURT ON 4/27/21. 4/27/21 ENTERED AND COPIES E-MAILED.(mbh, ) (Entered: 04/27/2021)Read MoreRead Less
DocketSummons Issued as to BOSTON PRIVATE FINANCIAL HOLDINGS, INC., MARK F FURLONG, JOSEPH C. GUYAUX, DEBORAH F KUENSTNER, GLORIA C LARSON, KIMBERLY S STEVENSON, SVB FINANCIAL GROUP, LUIS A UBINAS, STEPHEN M WATERS and LIZABETH H ZLATKUS. E-mailed to counsel on 4/14/21 (mbh, ) (Entered: 04/14/2021)Read MoreRead Less
DocketDEMAND for Trial by Jury by MARC WATERMAN. (fb) (Entered: 04/14/2021)Read MoreRead Less
Docket(#1) COMPLAINT against All Defendants ( Filing fee $ 402 receipt number 0313-15052332.), filed by MARC WATERMAN. (Attachments: #1 Civil Cover Sheet, #2 Designation Form)(GRABAR, JOSHUA) (Entered: 04/13/2021)Read MoreRead Less
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