20549 - 0408
May 27, 2005
Robert Sarver
Chief Executive Officer
Western Alliance Bancorporation
2700 West Sahara Avenue
Las Vegas, Nevada 89102
Re : Western Alliance Bancorporation
Form S-1, filed April 28, 2005
File numbers 333-124406
Dear Mr. Sarver:
We have the following comments on the above referenced
filing.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we ask you to provide us with
supplemental
information so we may better understand your disclosure. After
reviewing this information, we may or may not raise additional
comments.
The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing. We look forward to working
with you in these respects. We welcome any questions you may have
about our comments or on any other aspect of our review. Feel
free
to call us at the telephone numbers listed at the end of this
letter.
Prospectus Cover Page
1. We note that pricing information has not been provided in the
filing. Please confirm supplementally that you will not be
distributing the prospectus in preliminary form until this
information is included. Also please be aware that when a
completed
prospectus is filed with the staff with such basic information as
pricing information, capitalization, dilution etc. it may take us
a
substantial amount of additional time to review your document and
we
may have numerous additional comments and the additional comments
may
be material.
Western Alliance Bancorporation - page 1
2. Here and elsewhere where lists are provided in the text, we
assume
that the list are provide in the order of importance to the
company.
We note, for example, the second line reference to non-profit
organizations directly after locally owned businesses. We assume
that management views local non-profit organizations as their
second
most import group of customers.
3. Please quantify your focus on commercial lending. We note that
commercial lending of different types appears to represent some
90%
of your loan portfolio.
4. Please consider including the influence of your local economic
environment in the second paragraph where you discuss the reasons
for
your success. We note the market information on page 3.
5. Please delete the compounded growth information in the fourth
paragraph. You may replace this with information with annual
information for the same period, which we believe gives more
precise
information to shareholders.
Our Strategy - page 2
6. Clarify that it is the opinion of management that these factors
are the basis for your success. Clarify elsewhere in the
prospectus,
such as in the second sentence of the first full paragraph on page
3,
when information is your company`s opinion.
7. We note that 42.7% of your deposit base is non-interest
bearing.
Given the significance of this figure, please briefly describe
this
deposit base here. In addition, elsewhere in the prospectus where
appropriate, please describe in more detail the types of customers
who are making these deposits, the size of their deposits and any
other material aspects of this deposit base. Also discuss the
possible effect on this deposit base and company operations that
might result if there is a significant increase in interest rates
8. We note the loan-to-deposit ratio of 67.7%. Please summarize
management`s operational thinking about this situation. Where
appropriate in the body of the text, please discuss this situation
in
detail, including the reasons for it, its consequences and whether
it
is the desired level of lending. If it is not the desired level,
please quantify at what level you would prefer it to be, if known.
Our Market Areas - page 3
9. Please quantify the level or growth expected between 2004 and
2009
and for the same four year period on a look back basis.
10. Please identify any underlying factors that have materially
contributed to the rapid growth in the Las Vegas area and address
this more fully in the body of the text on page 54.
Use of Proceeds - page 4
11. Given the significant liquidity position of the company,
please
further explain the underlying reasons for the offering. If a
significant portion of the funds will be used to open new
branches,
please discuss. We note the disclosure elsewhere that your
company
intends to open 9 new branches in the next 18 months. Please
discuss
the anticipated cost to open these branches or the average
historical
cost to open a new branch. If another reason for the offering at
this time is to increase capital levels to ensure compliance with
capital level requirements, please discuss.
Mr. Sarver`s involvement in outside business... - page 11
12. Here or elsewhere, please quantify the percentage of Mr.
Sarver`s
time that he spends on the company`s business.
Terrorist attacks... - page 12
13. A number of your risk factors do not seem to describe a risk,
or
if it is a risk, it is not particular to your company. Where you
include generic type risks, please either explain how they relate
specifically to your company or consider deleting them. Note, for
example, at this risk factor, the next, the first and last on page
13
and the first and last on page 14. For example, the discussion on
page 14 pertaining to dilution is a fact as will be discussed on
page
20, and does not seem to be risk.
"Anti-takeover"provisions... - page 14
14. Please directly relate this risk to the percentage of shares
owned by officers and directors discussed on page 16.
We will retain broad discretion... - page 16
15. Considering the current liquidity position of the company,
consider discussing the amount of time in it may take to
effectively
deploy the proceeds from this offering. As warranted, discuss the
possibility that the offering may lower the company`s return on
equity and earnings per share figures.
Management`s Discussion and Analysis of Financial Condition and
Results of Operations
Non-Interest Expense - page 31
16. Please revise here and in footnote 8, to clarify "analysis
earnings credits paid to certain title company depositors".
Please
include the following in your discussion:
a) The nature of the relationship with the depositors.
b) The nature of the costs.
c) How the amounts are calculated.
d) How you calculate "internal charges" which are referenced on
page
F-21.
e) Your assessment of these costs on future operating results.
Subordinated Debt - page 45
17. Either here or in the financial statement footnotes, please
revise to describe the premium to redeem the BankWest Nevada
Capital
Trust I trust preferred securities prior to July 25, 2001.
18. Either here or in the financial statement footnotes, please
revise to describe a "special event" and the price of redemption
related to the BankWest Nevada Capital Trust I and II trust
preferred
securities.
Compensation of Directors - page 85
19. lPease disclose how much was paid to each director or the
number
of in person meetings held and the number of telephonic meetings
held.1
Executive Compensation - page 86
20. Please revise footnote (1) to reflect the consulting agreement
from which Mr. Sarver benefited. We note the related disclosure
at
the bottom of page 92.
Note 1. Nature of Business and Summary of Significant Accounting
Policies - page F-7
21. Please revise to disclose your accounting policies for bank-
owned
life insurance, disclosing the face amount of bank-owned life
insurance policies, any restrictions on the use of proceeds and
the
amount of any loans offset against cash surrender values. Also,
revise the Business section to disclose the business reasons for
purchasing these policies.
Note 10. Junior Subordinated Debt - page F-22
22. Please revise to state that the trusts are 100% owned finance
subsidiaries of Western Alliance Bancorporation. Refer to Rule 3-
10(b)(4) of Regulation S-X.
Note 11. Commitments and Contingencies - page F-23
23. Either here or in your summary of significant accounting
policies, please revise to expand your discussion of your credit
card
guarantees. Include the following in your disclose:
a) The nature of the relationship with your customers and the
unrelated third party. For instance, is this service offered to
all of your customers and for all credit card companies?
b) The objective of the program.
c) The amount of fees recognized for each period presented.
d) How you account for such fees.
General - Accounting
24. Please provide an updated consent from your independent
accountants in the pre-effective amendment.
25. To the extent the effectiveness of the registration statement
is
delayed, please update the financial statements under Rule 3-12 of
Regulation S-X.
* * * * *
As appropriate, please amend your registration statement in
response to these comments. Please provide us with marked copies
of
the amendment to expedite our review. Please also furnish a cover
letter with your amendment that keys your responses to our
comments
and
provide any requested supplemental information. Detailed cover
letters greatly facilitate our review. Please understand that
given
the significance of our comments we may have additional comments
after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all
facts relating to a company`s disclosure, they are responsible for
the accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as defense in any
proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act of 1933 and
the
Securities Exchange Act of 1934 as they relate to the proposed
public
offering of the securities specified in the above registration
statement. We will act on the request and, pursuant to delegated
authority, grant acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
Direct any questions on accounting matters to Michael
Volley,
at 202-551-3437, or to Donald Walker, Senior Assistant Chief
Accountant, at 202-551-3490. Direct any other questions on these
comments to David Lyon at 202-551-3421 or to me at 202-551-3418.
Sincerely,
William C-L Friar
Senior Financial Analyst
By fax: Stuart Stein
fax number, 202-637-5910
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Mr. Robert Sarver
Western Alliance Bancorporation
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