Mail Stop 4561
January 17, 2007
R. Blair Reynolds, Esquire
Executive Vice President and General Counsel
AmericanWest Bancorporation
41 West Riverside Avenue
Suite 400
Spokane, Washington 99201
Re: AmercianWest Bancorporation
Form S-4
Filed December 13, 2006
File No. 333-139311
Form 10-K for the fiscal year ended December 31, 2005
Filed March 8, 2006
File No. 000-18561
Dear Mr. Reynolds:
We have reviewed your filings and have the following
comments.
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 may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
Please understand that 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 any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form S-4
General
1. Please confirm that AmericanWest and Far West did not exchange
financial projections.
2. Please provide the staff with copies of the board books
prepared
by KBW and Sheshmunoff in connection with the merger.
Summary, page 6
3. Please revise your statement in the initial sentence that the
summary highlights "selected" information to state that the
summary
summarizes "material" information.
Summary Pro Forma Financial Information, page 20
4. Please revise to reconcile the amounts presented here for
noninterest income, noninterest expense and net loans to the
amounts
presented for these line items under Pro Forma Unaudited Combined
Consolidated Financial Information on pages 64 and 65.
Risk Factors, page 22
5. Some of your Risk Factors state that you cannot give assurance
or
that there is no guarantee of a particular outcome when the real
risk
is not your inability to give assurance, but the underlying
situation. Please revise to eliminate all such language.
6. Please revise the risk factor that directors and executive
officers "might"have additional interests in the merger to discuss
the actual conflicts of interest and to describe in quantitative
terms the extent of the conflicts.
Outstanding Voting Securities, page 31
7. Please identify the natural person who is the beneficial owner
of
any entities that are not public companies.
Background of the Merger, page 35
8. Please provide more detail regarding the background of the
merger
including but not limited to the following:
* the reasons that each of the various strategic alternatives were
dismissed;
* how you arrived at the current price, including the changes in
the
proposed price during the course of the negotiations; and
* how you arrived at the current structure of the transaction
offering stock and cash.
Recommendation of the Far West Board of Directors, page 38
9. The board should specifically note each line item analysis in
the
Sheshunoff report that does not support its recommendation and
explain why, in spite of those analyses, it is recommending the
transaction.
Opinion of American West`s Financial Advisor, page 43
10. Please provide the disclosure required by Item 1015 (b)(5)
regarding the determination of the amount of consideration.
Contribution Analysis, page 46
11. Please expand to include the estimated pro forma ownership if
AmericanWest issued 100% stock in the transaction.
Discounted Cash Flow Analysis, page 47
12. Please include a reasonably detailed summary of this analysis.
Interests in Certain Persons in the Merger, page 59
13. Please quantify any compensation or other benefits that any
director or officer of Far West may receive from American West.
Please update the disclosure to include all recent agreements and
understandings.
Pro Forma Unaudited Combined Consolidated Financial Information,
page 63
14. Please revise to present all pro forma adjustments set forth
in
the footnotes in a self-balancing format such that each pro forma
adjustment in the pro forma financial statements can be easily
traced
to the corresponding footnote.
15. Please revise to disclose all material assumptions used to
calculate each pro forma adjustment, providing a reader the
information necessary to re-calculate the adjustment. Briefly
describe the basis for your assumptions.
16. We note the merger agreement provides for Far West to pay a
special dividend to its shareholders before the effective time of
the
merger in the aggregate amount by which Far West`s shareholder`s
equity before the effective time of the merger exceeds $50
million,
after taking into account certain adjustments. Please revise to
more
clearly disclose how you have considered and reflected the special
dividend.
Unaudited Pro Forma Combined Condensed Consolidated Balance Sheet,
page 64
17. Please revise to describe the methods used to determine each
preliminary fair value adjustment.
18. You state here that you anticipate issuing $15.0 million in
junior subordinated debt. Please revise to reconcile to the
amount
reflected in the pro-forma adjustments. If you expect to incur
issuance costs, please include a description of the estimate of
such
costs and the expected method of amortization.
Unaudited Pro Forma Combined Condensed Consolidated Income
Statement,
page 65
19. Please revise to disclose how you determined each amortization
or
accretion adjustment made to assets acquired and liabilities
assumed
to reflect fair value as of the acquisition date.
20. Please revise to disclose the terms of the junior subordinated
debt you expect to issue.
Exhibits 5.1, 8.1, and 8.2
21. Either delete the statement refusing an obligation to update,
or
refile the opinion immediately prior to effectiveness.
Exhibit 8.2
22. You can limit reliance on your opinion with regard to purpose,
but not person. Please revise.
Form 10-K for the fiscal year ended December 31, 2005
Consolidated Statements of Cash Flows, page 48
23. We note your response to comment one of our letter dated
December
8, 2006 that the cash payment for sale of a branch of $14.5
million
is more appropriately classified as an investing activity. We are
not able to concur that this classification error is not a
material
change. Accordingly, please amend your Form 10-K to restate your
financial statements to correct this error or provide us with your
SAB 99 materiality analysis.
* * * * * * * * * * * *
As appropriate, please amend your registration statement and
annual report in response to these comments. You may wish to
provide
us with marked copies of the amendment to expedite our review.
Please furnish a cover letter with your amendment that keys your
responses to our comments and provides any requested supplemental
information. Detailed cover letters greatly facilitate our
review.
Please understand that 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 staff comments and the declaration of
effectiveness as a 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.
You may contact Matthew F. Komar at (202) 551-3781 or Kevin
L.
Vaughn at 202-551-3494 if you have questions regarding comments on
the financial statements and related matters. Please contact
Jonathan E. Gottlieb at (202) 551-3416 or me at (202) 551-3698
with
any other questions.
Sincerely,
Mark Webb
Legal Branch Chief
cc Thomas C. Erb, Esquire
Lewis, Rice & Fingersh LC
500 North Broadway
Suite 2000
St. Louis, Missouri 63102
R. Blair Reynolds, Esquire
AmericanWest Bancorporation
January 17, 2007
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