PRIVATEBANCORP, INC. (NASDAQ:PVTBP) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On May 4, 2017, PrivateBancorp, Inc., a Delaware corporation
(“PrivateBancorp“), entered into Amendment No. 2
(“Amendment No. 2“) to the Agreement and Plan of Merger,
dated as of June 29, 2016 (the “Merger Agreement“), by
and among PrivateBancorp, Canadian Imperial Bank of Commerce, a
Canadian chartered bank (“CIBC“), and CIBC Holdco Inc.,
a Delaware corporation and a direct, wholly owned subsidiary of
CIBC (“Holdco“). The Merger Agreement was previously
amended by Amendment No. 1 thereto (“Amendment No. 1“)
on March 30, 2017.
(“PrivateBancorp“), entered into Amendment No. 2
(“Amendment No. 2“) to the Agreement and Plan of Merger,
dated as of June 29, 2016 (the “Merger Agreement“), by
and among PrivateBancorp, Canadian Imperial Bank of Commerce, a
Canadian chartered bank (“CIBC“), and CIBC Holdco Inc.,
a Delaware corporation and a direct, wholly owned subsidiary of
CIBC (“Holdco“). The Merger Agreement was previously
amended by Amendment No. 1 thereto (“Amendment No. 1“)
on March 30, 2017.
As described in the Current Reports on Form 8-K filed with the
U.S. Securities and Exchange Commission (the “SEC“) on
July 6, 2016 and March 30, 2017, the Merger Agreement, as amended
by Amendment No. 1, had provided for PrivateBancorp to merge with
and into Holdco, with Holdco surviving the merger (the
“Merger“) and, at the effective time of the Merger (the
“Effective Time“), each share of common stock, without
par value, of PrivateBancorp to be converted into the right to
receive (i) 0.4176 common shares of CIBC and (ii) $24.20 in cash
(collectively, the “Per Share Merger Consideration“).
U.S. Securities and Exchange Commission (the “SEC“) on
July 6, 2016 and March 30, 2017, the Merger Agreement, as amended
by Amendment No. 1, had provided for PrivateBancorp to merge with
and into Holdco, with Holdco surviving the merger (the
“Merger“) and, at the effective time of the Merger (the
“Effective Time“), each share of common stock, without
par value, of PrivateBancorp to be converted into the right to
receive (i) 0.4176 common shares of CIBC and (ii) $24.20 in cash
(collectively, the “Per Share Merger Consideration“).
Amendment No. 2 revises the Per Share Merger Consideration to be
(i) 0.4176 common shares of CIBC and (ii) $27.20 in cash.
(i) 0.4176 common shares of CIBC and (ii) $27.20 in cash.
The foregoing description of the Merger Agreement and the
amendments thereto does not purport to be complete and is
qualified in its entirety by reference to the full text of the
Merger Agreement, Amendment No. 1 and Amendment No. 2, copies of
which are attached as Exhibit 2.1 to the Current Report on Form
8-K filed by PrivateBancorp on July 6, 2016, Exhibit 2.1 to the
Current Report on Form 8-K filed by PrivateBancorp on March 30,
2017, and Exhibit 2.1 hereto, respectively, and are incorporated
herein by reference. Other than as expressly modified to
Amendment No. 1 and Amendment No. 2, the Merger Agreement remains
in full force and effect as originally executed on June 29, 2016.
amendments thereto does not purport to be complete and is
qualified in its entirety by reference to the full text of the
Merger Agreement, Amendment No. 1 and Amendment No. 2, copies of
which are attached as Exhibit 2.1 to the Current Report on Form
8-K filed by PrivateBancorp on July 6, 2016, Exhibit 2.1 to the
Current Report on Form 8-K filed by PrivateBancorp on March 30,
2017, and Exhibit 2.1 hereto, respectively, and are incorporated
herein by reference. Other than as expressly modified to
Amendment No. 1 and Amendment No. 2, the Merger Agreement remains
in full force and effect as originally executed on June 29, 2016.
The Merger Agreement and the amendments thereto and the above
description thereof have been included to provide investors with
information regarding the terms of Amendment No. 2. It is not
intended to provide any other factual information about
PrivateBancorp, CIBC or their respective subsidiaries or
affiliates. The representations, warranties and covenants
contained in the Merger Agreement and the amendments thereto were
made only for purposes of that agreement and as of specific
dates, were solely for the benefit of the parties thereto and may
be subject to limitations agreed upon by the parties in
connection with negotiating the terms of the Merger Agreement and
the amendments thereto, including being qualified by confidential
disclosures made by each party to the other for the purposes of
allocating contractual risk between them that differ from those
applicable to investors. In addition, certain representations and
warranties may be subject to a contractual standard of
materiality different from those generally applicable to
investors and may have been used for the purpose of allocating
risk between the parties rather than establishing matters as
facts. Information concerning the subject matter of the
representations, warranties and covenants may change after the
date of the Merger Agreement and the amendments thereto, as
applicable, which subsequent information may or may not be fully
reflected in public disclosures by PrivateBancorp or CIBC.
Investors should not rely on the representations, warranties and
covenants or any description thereof as characterizations of the
actual state of facts or condition PrivateBancorp, CIBC or any of
their respective subsidiaries, affiliates or businesses. The
Merger Agreement and the amendments thereto should not be read
alone, but should instead be read in conjunction with the other
information regarding the parties that is or will be contained
in, or incorporated by reference into, the documents that
PrivateBancorp and CIBC file with the SEC.
description thereof have been included to provide investors with
information regarding the terms of Amendment No. 2. It is not
intended to provide any other factual information about
PrivateBancorp, CIBC or their respective subsidiaries or
affiliates. The representations, warranties and covenants
contained in the Merger Agreement and the amendments thereto were
made only for purposes of that agreement and as of specific
dates, were solely for the benefit of the parties thereto and may
be subject to limitations agreed upon by the parties in
connection with negotiating the terms of the Merger Agreement and
the amendments thereto, including being qualified by confidential
disclosures made by each party to the other for the purposes of
allocating contractual risk between them that differ from those
applicable to investors. In addition, certain representations and
warranties may be subject to a contractual standard of
materiality different from those generally applicable to
investors and may have been used for the purpose of allocating
risk between the parties rather than establishing matters as
facts. Information concerning the subject matter of the
representations, warranties and covenants may change after the
date of the Merger Agreement and the amendments thereto, as
applicable, which subsequent information may or may not be fully
reflected in public disclosures by PrivateBancorp or CIBC.
Investors should not rely on the representations, warranties and
covenants or any description thereof as characterizations of the
actual state of facts or condition PrivateBancorp, CIBC or any of
their respective subsidiaries, affiliates or businesses. The
Merger Agreement and the amendments thereto should not be read
alone, but should instead be read in conjunction with the other
information regarding the parties that is or will be contained
in, or incorporated by reference into, the documents that
PrivateBancorp and CIBC file with the SEC.
Item 8.01. Other Events.
On May 4, 2017, PrivateBancorp issued a press release announcing
the execution of Amendment No. 2. The press release is attached
hereto as Exhibit 99.1 and is incorporated into this Item 8.01 by
reference.
the execution of Amendment No. 2. The press release is attached
hereto as Exhibit 99.1 and is incorporated into this Item 8.01 by
reference.
* * *
Forward-Looking Statements
Certain statements contained in this communication may be
deemed to be forward-looking statements under certain
securities laws, including the “safe harbor” provisions of
the United States Private Securities Litigation Reform Act of
1995 and any applicable Canadian securities legislation. These
statements include, but are not limited to, statements about
the operations, business lines, financial condition, risk
management, priorities, targets, ongoing objectives, strategies
of PrivateBancorp and CIBC and the regulatory environment in
which they operate and outlook for calendar year 2016 and
subsequent periods. Forward-looking statements are typically
identified by the words “believe”, “expect”,
“anticipate”, “intend”, “estimate”, “forecast”,
“target”, “objective” and other similar expressions or
future or conditional verbs such as “will”, “should”,
“would” and “could”. By their nature, these statements
require us to make assumptions, including the economic
assumptions set out in the reports of PrivateBancorp and CIBC
filed with the SEC, and are subject to inherent risks and
uncertainties that may be general or specific. A variety of
factors, many of which are beyond our control, affect our
operations, performance and results, and could cause actual
results to differ materially from the expectations expressed in
any of our forward-looking statements. These factors include:
credit, market, liquidity, strategic, insurance, operational,
reputation and legal, regulatory and environmental risk; the
effectiveness and adequacy of our risk management and valuation
models and processes; legislative or regulatory developments in
the jurisdictions where we operate, including the Dodd-Frank
Wall Street Reform and Consumer Protection Act and the
regulations issued and to be issued thereunder, the
Organisation for Economic Co-operation and Development Common
Reporting Standard, and regulatory reforms in the United
Kingdom and Europe, the Basel Committee on Banking
Supervision’s global standards for capital and liquidity
reform and those relating to the payments system in Canada;
amendments to, and interpretations of, risk-based capital
guidelines and reporting instructions, and interest rate and
liquidity regulatory guidance; the resolution of legal and
regulatory proceedings and related matters; the effect of
changes to accounting standards, rules and interpretations;
changes in our estimates of reserves and allowances; changes in
tax laws; changes to our credit ratings; political conditions
and developments; the possible effect on our business of
international conflicts and the war on terror; natural
disasters, public health emergencies, disruptions to public
infrastructure and other catastrophic events; reliance on third
parties to provide components of our business infrastructure;
potential disruptions to our information technology systems and
services; increasing cyber security risks which may include
theft of assets, unauthorized access to sensitive information,
or operational disruption; social media risk; losses incurred
as a result of internal or external fraud; anti-money
laundering; the accuracy and completeness of information
provided to us concerning clients and counterparties; the
failure of third parties to comply with their obligations to us
and our affiliates or associates; intensifying competition from
established competitors and new entrants in the financial
services industry including through internet and mobile
banking; technological change; global capital market activity;
changes in monetary and economic policy; currency value and
interest rate fluctuations, including as a result of market and
oil price volatility; general business and economic conditions
worldwide, as well as in Canada, the U.S. and other countries
where we and CIBC have operations; our success in developing
and introducing new products and services, expanding existing
distribution channels, developing new distribution channels and
realizing increased revenue from these channels; changes in
client spending and saving habits; our ability to attract and
retain key employees and executives; our ability to
successfully execute our strategies and complete and integrate
acquisitions and joint ventures; and our ability to anticipate
and manage the risks associated with these factors. This list
is not exhaustive of the factors that may affect any of our
forward-looking statements. These and other factors should be
considered carefully and readers should not place undue
reliance on our forward-looking statements. Additional
information about these factors can be found in the reports
filed by PrivateBancorp and CIBC with the SEC. Any
forward-looking statements contained in this communication
represent the views of management only as of the date hereof
and are presented for the purpose of assisting our shareholders
and financial analysts in understanding our financial position,
objectives and priorities and anticipated financial performance
as at and for the periods ended on the dates presented, and may
not be appropriate for other purposes. We do not undertake to
update any forward-looking statement that is contained in this
communication or in other communications except as required by
law.
deemed to be forward-looking statements under certain
securities laws, including the “safe harbor” provisions of
the United States Private Securities Litigation Reform Act of
1995 and any applicable Canadian securities legislation. These
statements include, but are not limited to, statements about
the operations, business lines, financial condition, risk
management, priorities, targets, ongoing objectives, strategies
of PrivateBancorp and CIBC and the regulatory environment in
which they operate and outlook for calendar year 2016 and
subsequent periods. Forward-looking statements are typically
identified by the words “believe”, “expect”,
“anticipate”, “intend”, “estimate”, “forecast”,
“target”, “objective” and other similar expressions or
future or conditional verbs such as “will”, “should”,
“would” and “could”. By their nature, these statements
require us to make assumptions, including the economic
assumptions set out in the reports of PrivateBancorp and CIBC
filed with the SEC, and are subject to inherent risks and
uncertainties that may be general or specific. A variety of
factors, many of which are beyond our control, affect our
operations, performance and results, and could cause actual
results to differ materially from the expectations expressed in
any of our forward-looking statements. These factors include:
credit, market, liquidity, strategic, insurance, operational,
reputation and legal, regulatory and environmental risk; the
effectiveness and adequacy of our risk management and valuation
models and processes; legislative or regulatory developments in
the jurisdictions where we operate, including the Dodd-Frank
Wall Street Reform and Consumer Protection Act and the
regulations issued and to be issued thereunder, the
Organisation for Economic Co-operation and Development Common
Reporting Standard, and regulatory reforms in the United
Kingdom and Europe, the Basel Committee on Banking
Supervision’s global standards for capital and liquidity
reform and those relating to the payments system in Canada;
amendments to, and interpretations of, risk-based capital
guidelines and reporting instructions, and interest rate and
liquidity regulatory guidance; the resolution of legal and
regulatory proceedings and related matters; the effect of
changes to accounting standards, rules and interpretations;
changes in our estimates of reserves and allowances; changes in
tax laws; changes to our credit ratings; political conditions
and developments; the possible effect on our business of
international conflicts and the war on terror; natural
disasters, public health emergencies, disruptions to public
infrastructure and other catastrophic events; reliance on third
parties to provide components of our business infrastructure;
potential disruptions to our information technology systems and
services; increasing cyber security risks which may include
theft of assets, unauthorized access to sensitive information,
or operational disruption; social media risk; losses incurred
as a result of internal or external fraud; anti-money
laundering; the accuracy and completeness of information
provided to us concerning clients and counterparties; the
failure of third parties to comply with their obligations to us
and our affiliates or associates; intensifying competition from
established competitors and new entrants in the financial
services industry including through internet and mobile
banking; technological change; global capital market activity;
changes in monetary and economic policy; currency value and
interest rate fluctuations, including as a result of market and
oil price volatility; general business and economic conditions
worldwide, as well as in Canada, the U.S. and other countries
where we and CIBC have operations; our success in developing
and introducing new products and services, expanding existing
distribution channels, developing new distribution channels and
realizing increased revenue from these channels; changes in
client spending and saving habits; our ability to attract and
retain key employees and executives; our ability to
successfully execute our strategies and complete and integrate
acquisitions and joint ventures; and our ability to anticipate
and manage the risks associated with these factors. This list
is not exhaustive of the factors that may affect any of our
forward-looking statements. These and other factors should be
considered carefully and readers should not place undue
reliance on our forward-looking statements. Additional
information about these factors can be found in the reports
filed by PrivateBancorp and CIBC with the SEC. Any
forward-looking statements contained in this communication
represent the views of management only as of the date hereof
and are presented for the purpose of assisting our shareholders
and financial analysts in understanding our financial position,
objectives and priorities and anticipated financial performance
as at and for the periods ended on the dates presented, and may
not be appropriate for other purposes. We do not undertake to
update any forward-looking statement that is contained in this
communication or in other communications except as required by
law.
Important Additional Information and Where to Find It
In connection with the proposed transaction, CIBC has filed
with the SEC a Registration Statement on Form F-4 that includes
a Proxy Statement of PrivateBancorp and a Prospectus of CIBC,
as well as other relevant documents concerning the proposed
transaction. The proposed transaction involving CIBC and
PrivateBancorp will be submitted to PrivateBancorp’s
stockholders for their consideration. This communication does
not constitute an offer to sell or the solicitation of an offer
to buy any securities or a solicitation of any vote or
approval.
with the SEC a Registration Statement on Form F-4 that includes
a Proxy Statement of PrivateBancorp and a Prospectus of CIBC,
as well as other relevant documents concerning the proposed
transaction. The proposed transaction involving CIBC and
PrivateBancorp will be submitted to PrivateBancorp’s
stockholders for their consideration. This communication does
not constitute an offer to sell or the solicitation of an offer
to buy any securities or a solicitation of any vote or
approval.
STOCKHOLDERS OF PRIVATEBANCORP ARE URGED TO READ THE
REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS
REGARDING THE TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS
TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Stockholders may obtain a free copy of the
definitive proxy statement/prospectus, as well as other
filings containing information about CIBC and PrivateBancorp,
without charge, at the SEC’s website (http://www.sec.gov).
Copies of the proxy statement/prospectus and the filings with
the SEC incorporated by reference in the proxy
statement/prospectus can also be obtained, without charge, by
directing a request to CIBC, Commerce Court, Toronto,
Ontario, Canada M5L 1A2, Attention: Investor Relations, 416
304-8726; or to PrivateBancorp, Investor Relations, 120 S.
LaSalle St., Chicago, IL 60603, 312 564-2000.
REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS
REGARDING THE TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS
TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Stockholders may obtain a free copy of the
definitive proxy statement/prospectus, as well as other
filings containing information about CIBC and PrivateBancorp,
without charge, at the SEC’s website (http://www.sec.gov).
Copies of the proxy statement/prospectus and the filings with
the SEC incorporated by reference in the proxy
statement/prospectus can also be obtained, without charge, by
directing a request to CIBC, Commerce Court, Toronto,
Ontario, Canada M5L 1A2, Attention: Investor Relations, 416
304-8726; or to PrivateBancorp, Investor Relations, 120 S.
LaSalle St., Chicago, IL 60603, 312 564-2000.
Participants in the Solicitation
CIBC, PrivateBancorp, their respective directors and
executive officers and other persons may be deemed to be
participants in the solicitation of proxies in respect of the
proposed transaction. Information regarding CIBC’s directors
and executive officers is available in its Annual Report on
Form 40-F for the year ended October 31, 2016, which was
filed with the SEC on December 1, 2016, and its management
proxy circular and notice of annual and special meeting of
shareholders for its 2017 annual and special meeting of
shareholders, which was furnished to the SEC under cover of a
Form 6-K filed with the SEC on March 9, 2017. Information
regarding PrivateBancorp’s directors and executive officers
is available in the amendment to PrivateBancorp’s Annual
Report on Form 10-K, which was filed with the SEC on May 1,
2017. Other information regarding the participants in the
proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, is
contained in the proxy statement/prospectus and other
relevant materials filed with the SEC. Free copies of this
document may be obtained as described in the preceding
paragraph.
executive officers and other persons may be deemed to be
participants in the solicitation of proxies in respect of the
proposed transaction. Information regarding CIBC’s directors
and executive officers is available in its Annual Report on
Form 40-F for the year ended October 31, 2016, which was
filed with the SEC on December 1, 2016, and its management
proxy circular and notice of annual and special meeting of
shareholders for its 2017 annual and special meeting of
shareholders, which was furnished to the SEC under cover of a
Form 6-K filed with the SEC on March 9, 2017. Information
regarding PrivateBancorp’s directors and executive officers
is available in the amendment to PrivateBancorp’s Annual
Report on Form 10-K, which was filed with the SEC on May 1,
2017. Other information regarding the participants in the
proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, is
contained in the proxy statement/prospectus and other
relevant materials filed with the SEC. Free copies of this
document may be obtained as described in the preceding
paragraph.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. The following exhibits are being filed
herewith:
herewith:
|
Exhibit No.
|
Description
|
| 2.1 |
Amendment No. 2, dated as of May 4, 2017, to the Agreement and Plan of Merger, dated as of June 29, 2016, by and among Canadian Imperial Bank of Commerce, PrivateBancorp, Inc. and CIBC Holdco Inc. |
| 99.1 | Press Release of PrivateBancorp, Inc., dated May 4, 2017 |
PRIVATEBANCORP, INC. (NASDAQ:PVTBP) Recent Trading Information
PRIVATEBANCORP, INC. (NASDAQ:PVTBP) closed its last trading session down -0.01 at 26.65 with 3,270 shares trading hands.