PRIVATEBANCORP, INC. (NASDAQ:PVTBP) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On March 30, 2017, PrivateBancorp, Inc., a Delaware corporation
(“PrivateBancorp“), entered into an Amendment (the
“Amendment“) to the Agreement and Plan of Merger,
dated as of June 29, 2016 (the “Original 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“).
(“PrivateBancorp“), entered into an Amendment (the
“Amendment“) to the Agreement and Plan of Merger,
dated as of June 29, 2016 (the “Original 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“).
As described in the Current Report on Form 8-K filed with the
U.S. Securities and Exchange Commission (the “SEC“) on
July 6, 2016, the Original Merger Agreement 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)
0.3657 common shares of CIBC and (ii) $18.80 in cash
(collectively, the “Per Share Merger Consideration“).
U.S. Securities and Exchange Commission (the “SEC“) on
July 6, 2016, the Original Merger Agreement 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)
0.3657 common shares of CIBC and (ii) $18.80 in cash
(collectively, the “Per Share Merger Consideration“).
The Amendment revises the Per Share Merger Consideration to be
(i) 0.4176 common shares of CIBC and (ii) $24.20 in cash.
(i) 0.4176 common shares of CIBC and (ii) $24.20 in cash.
The Original Merger Agreement provided that a termination fee
of $150 million would be payable by PrivateBancorp to CIBC upon
termination of the Merger Agreement under certain specified
circumstances. The Amendment revises the amount of the
termination fee to be $198 million.
of $150 million would be payable by PrivateBancorp to CIBC upon
termination of the Merger Agreement under certain specified
circumstances. The Amendment revises the amount of the
termination fee to be $198 million.
The foregoing description of the Amendment and the Original
Merger Agreement does not purport to be complete and is
qualified in its entirety by reference to the full text of the
Amendment and the Merger Agreement, copies of which are
attached hereto as Exhibit 2.1 and to the Current Report on
Form 8-K filed by PrivateBancorp on July 6, 2016, respectively,
and are incorporated herein by reference. Other than as
expressly modified to the Amendment, the Original Merger
Agreement remains in full force and effect as originally
executed on June 29, 2016.
Merger Agreement does not purport to be complete and is
qualified in its entirety by reference to the full text of the
Amendment and the Merger Agreement, copies of which are
attached hereto as Exhibit 2.1 and to the Current Report on
Form 8-K filed by PrivateBancorp on July 6, 2016, respectively,
and are incorporated herein by reference. Other than as
expressly modified to the Amendment, the Original Merger
Agreement remains in full force and effect as originally
executed on June 29, 2016.
The Amendment and the above description of the Amendment have
been included to provide investors with information regarding
the terms of the Amendment. 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 Original Merger
Agreement and the Amendment 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 Original Merger Agreement and the Amendment, 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 Original Merger Agreement and
the Amendment, 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 Original Merger
Agreement and the Amendment 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.
been included to provide investors with information regarding
the terms of the Amendment. 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 Original Merger
Agreement and the Amendment 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 Original Merger Agreement and the Amendment, 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 Original Merger Agreement and
the Amendment, 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 Original Merger
Agreement and the Amendment 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 March 30, 2017, PrivateBancorp and CIBC issued a joint press
release announcing the execution of the Amendment. The press
release is attached hereto as Exhibit 99.1 and is incorporated
into this Item 8.01 by reference.
release announcing the execution of the Amendment. 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. All such statements are made to the “safe
harbor” provisions of, and are intended to be
forward-looking statements under applicable Canadian and U.S.
securities legislation, including the United States Private
Securities Litigation Reform Act of 1995. 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, including increasing
Canadian household debt levels and global credit risks; 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
stockholders 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. All such statements are made to the “safe
harbor” provisions of, and are intended to be
forward-looking statements under applicable Canadian and U.S.
securities legislation, including the United States Private
Securities Litigation Reform Act of 1995. 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, including increasing
Canadian household debt levels and global credit risks; 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
stockholders 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 will be able to 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 that will be 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 will be able to 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 that will be 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
PrivateBancorp’s proxy statement for its 2016 annual meeting
filed on Schedule 14A, which was filed with SEC on April 8,
2016. 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.
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
PrivateBancorp’s proxy statement for its 2016 annual meeting
filed on Schedule 14A, which was filed with SEC on April 8,
2016. 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:
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Exhibit No.
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Description
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2.1
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Amendment No. 1, dated as of March 30, 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. |
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99.1
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Joint Press Release, dated March 30, 2017
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PRIVATEBANCORP, INC. (NASDAQ:PVTBP) Recent Trading Information
PRIVATEBANCORP, INC. (NASDAQ:PVTBP) closed its last trading session 00.00 at 26.85 with 3,413 shares trading hands.