UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 22, 2020
WESTERN ALLIANCE BANCORPORATION
(Exact name of registrant as specified in its charter)
|
| | | | |
| Delaware | | 001-32550 | | 88-0365922 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
One E. Washington Street, Phoenix, Arizona 85004
(Address of principal executive offices) (Zip Code)
(602) 389-3500
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
|
| | | | |
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, $0.0001 Par Value | | WAL | | New York Stock Exchange |
| 6.25% Subordinated Debentures due 2056 | | WALA | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01. Entry into a Material Definitive Agreement.
On May 22, 2020, Western Alliance Bank (the “Bank”), a state member bank organized under the laws of the State of Arizona and the banking subsidiary of Western Alliance Bancorporation, a Delaware corporation (the “Company”), issued $225,000,000 aggregate principal amount of 5.25% Fixed-to-Floating Rate Subordinated Notes due June 1, 2030 (the “Notes”). The Notes were issued pursuant to an Issuing and Paying Agency Agreement, dated as of May 22, 2020, by and between the Bank and U.S. Bank National Association, as issuing and paying agent and note registrar.
The Notes were issued at a price equal to 100% of the principal amount, resulting in proceeds to the Bank (after discounts and commissions but before expenses) of $222,750,000. The Bank intends to use the net proceeds from the offering for general corporate purposes, which may include providing capital to support its growth and capital adequacy and the repayment, redemption or repurchase of existing indebtedness. The Notes are intended to qualify as Tier 2 capital for bank regulatory purposes.
The Notes will mature on June 1, 2030. The Notes will bear interest at a fixed rate per annum of 5.25%, payable semi-annually in arrears on December 1 and June 1 of each year, beginning on December 1, 2020, until June 1, 2025 or the date of earlier redemption. From and including June 1, 2025, to but excluding the maturity date or the date of earlier redemption, the Notes will bear interest at a floating rate per annum equal to the Benchmark rate, which is expected to be Three-Month Term SOFR (each as defined in the form of Note filed as Exhibit 4.1 hereto), plus 512 basis points, for each quarterly interest period during the floating interest rate period, payable quarterly in arrears on March 1, June 1, September 1, and December 1 of each year, beginning on June 1, 2025. Notwithstanding the foregoing, in the event that the Benchmark rate is less than zero, the Benchmark rate shall be deemed to be zero.
The Notes are redeemable by the Bank, in whole or in part, on or after June 1, 2025, and on every interest payment date thereafter, or in whole but not in part, upon the occurrence of a tax event, capital event or investment company event, in each case at 100% of the principal amount of the subordinated notes to be redeemed, plus accrued and unpaid interest on the Notes to, but excluding, the redemption date.
The Notes will be the Bank’s unsecured, subordinated obligations and will be subordinated in right of payment to all of the Bank’s existing and future senior indebtedness, whether secured or unsecured, including claims of depositors and general creditors. The Notes will be structurally subordinated to all existing and future indebtedness and liabilities of the Bank’s subsidiaries and will rank equally in right of payment with any unsecured, subordinated indebtedness that the Bank incurs in the future that rank equally with the Notes.
The Notes were offered and sold only to institutional “accredited investors” within the meaning of Rule 501(a) under the Securities Act of 1933, as amended (the "Securities Act") in reliance upon the exemption under Section 3(a)(2) of the Securities Act.
The foregoing description of the Notes is a summary and does not purport to be complete and is qualified in its entirety by reference to the form of Note filed as Exhibit 4.1 hereto. A copy of the Bank’s press release announcing the pricing of the offering of the Notes issued on May 21, 2020 is filed as Exhibit 99.1 hereto.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
| | |
| Exhibit No. | | Description |
| 4.1 | | |
| | | |
| 99.1 | | |
| | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
| | |
| | WESTERN ALLIANCE BANCORPORATION |
| | (Registrant) |
| | | |
| | | |
| | /s/ Dale Gibbons | |
| | | |
| | Dale Gibbons | |
| | Vice Chairman and Chief Financial Officer |
| | | |
| | | |
| Date: | May 22, 2020 | |
