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): November 18, 2021
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 | ||
| Depositary Shares, Each Representing a 1/400th Interest in a Share of 4.250% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A | WAL PrA | 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 November 18, 2021, Western Alliance Bancorporation (the “Company”) entered into an amendment, dated November 18, 2021 (the “Amendment”) to the Distribution Agreement dated June 3, 2021 (the “Agreement”), among the Company and J.P. Morgan Securities LLC. The Amendment modifies the parties to the Agreement to include Piper Sandler & Co. as an additional sales agent.
The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, which is attached as Exhibit 1.1 hereto and is incorporated by reference herein. Except as expressly modified by the Amendment, the terms of the Agreement remain unchanged, including the maximum number of shares issuable thereunder.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
|
Exhibit
No. |
Description |
|
| 1.1 | Amendment to the Distribution Agreement, dated November 18, 2021, by and between Western Alliance Bancorporation, J.P. Morgan Securities LLC and Piper Sandler & Co. | |
| 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 | ||
| Executive Vice President and | ||
| Chief Financial Officer | ||
Date: November 18, 2021
Exhibit 1.1
WESTERN ALLIANCE BANCORPORATION
AMENDMENT NO. 1 TO
DISTRIBUTION AGREEMENT
November 18, 2021
J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
Piper Sandler & Co.
U.S. Bancorp Center
800 Nicollet Mall
Minneapolis, Minnesota 55402
Ladies and Gentlemen:
Reference is made to the Distribution Agreement, dated June 3, 2021 (the “Original Agreement”), by and between Western Alliance Bancorporation, a Delaware corporation (the “Company”) and J.P. Morgan Securities LLC (the “Existing Agent”), with respect to the issuance and sale from time to time by the Company, in the manner and subject to the terms and conditions described in the Distribution Agreement, of up to 4,000,000 shares of Common Stock, $0.0001 par value per share. All capitalized terms used in this Amendment No. 1 to Distribution Agreement (this “Amendment”) and not otherwise defined herein shall have the respective meanings assigned to such terms in the Distribution Agreement. For the avoidance of doubt, all references to the Distribution Agreement in any document related to the transactions contemplated by the Distribution Agreement shall be to the Original Distribution Agreement as amended by this Amendment.
The Company, the Existing Agent, and Piper Sandler & Co. hereby agree as follows:
A. Amendments to Distribution Agreement. The Distribution Agreement is amended as follows:
1. The first sentence of the preamble of the Distribution Agreement is hereby deleted and replaced with the following:
Western Alliance Bancorporation, a Delaware corporation (the “Company”), confirms its agreement with each of J.P. Morgan Securities LLC and Piper Sandler & Co., as agents and/or principal under any Terms Agreement (as defined in Section 1(a) below) (“you” or the “Agents”, and each, an Agent), with respect to the issuance and sale from time to time by the Company, in the manner and subject to the terms and conditions described below in this Distribution Agreement (this “Agreement”), of up to 4,000,000 shares (the “Maximum Number”) of Common Stock, $0.0001 par value per share (the “Common Stock”), of the Company and which shall not exceed the Maximum Number of shares of the Common Stock on the terms set forth in Section 1 of this Agreement.
2. Section 10 of the Distribution Agreement is hereby amended to read as follows:
Notices. All notices and other communications under this Agreement and any Terms Agreement shall be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form of communication, and if to the Agents, shall be sufficient in all respects if delivered or sent to:
J.P. Morgan Securities LLC
383 Madison Avenue, 7th Floor
New York, New York 10179
Attention: Stephanie Little
stephanie.y.little@jpmorgan.com
(312) 732-3229
and
Piper Sandler & Co.
U.S. Bancorp Center
800 Nicollet Mall
Minneapolis, Minnesota 55402
Attention: Equity Capital Markets
with copies to:
Piper Sandler General Counsel
800 Nicollet Mall
Minneapolis, MN 55402
and
LegalCapMarkets@pjc.com
and, if to the Company, shall be sufficient in all respects if delivered or sent to it at:
Western Alliance Bancorporation
One East Washington Street, Suite 1400
Phoenix, Arizona 85004
Attention: Chief Financial Officer
with copies to:
Western Alliance Bancorporation
One East Washington Street, Suite 1400
Phoenix, Arizona 85004
Attention: General Counsel
and
Troutman Pepper Hamilton Sanders LLP
401 9th St., NW, Suite 1000
Washington, DC 20004
Attention: Gregory Parisi, Esq.
gregory.parisi@troutman.com
Notwithstanding the foregoing, Transaction Proposals shall be delivered by the Company to the Agents by telephone or email to Stephanie Little, stephanie.y.little@jpmorgan.com (email), (312) 732-3229 (telephone) or FSG-ecm@psc.com, as the case may be; and Transaction Acceptances shall be delivered by the Agent to the Company by email to John Radwanski (email TreasuryCorporate@WesternAllianceBank.com).
3. The first sentence of the form of Terms Agreement set forth in Exhibit A to the Distribution Agreement is hereby deleted and replaced with the following:
Western Alliance Bancorporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Distribution Agreement dated June 3, 2021 (the “Distribution Agreement”) between (i) the Company and (ii) J.P. Morgan Securities LLC and Piper Sandler & Co. (together, the “Agents”), to issue and sell to the Agent the securities specified in the Schedule hereto (the “Purchased Securities”). Unless otherwise defined below, terms defined in the Distribution Agreement shall have the same meanings when used herein.
4. Piper Sandler & Co. (U.S. Bancorp Center, 800 Nicollet Mall, Minneapolis, Minnesota 55402), is hereby added as an addressee and a signatory to the form of Terms Agreement set forth in Exhibit A to the Distribution Agreement.
5. The preamble to the form of Officer’s Certificate set forth in Exhibit B to the Distribution Agreement is hereby deleted and replaced with the following:
We, [name], [title] of Western Alliance Bancorporation, a Delaware corporation (the “Company”), do hereby certify that this certificate is signed by us pursuant to the Distribution Agreement, as amended on November 18, 2021, between the Company, J.P. Morgan Securities LLC, and Piper Sandler & Co. (the “Agreement”), and do hereby further certify on behalf of the Company, as follows:
6. The preamble to the form of Chief Financial Officer’s Certificate set forth in Exhibit D to the Distribution Agreement is hereby deleted and replaced with the following:
The undersigned, [name], [title] of Western Alliance Bancorporation, a Delaware corporation (the “Company”), does hereby certify, pursuant to the Distribution Agreement dated June 3, 2021 (the “Distribution Agreement”) between the Company, J.P. Morgan Securities LLC, and Piper Sandler & Co., that:
7. On and after the date hereof, all references to the “Agent” in the Distribution Agreement (including the exhibits and schedules thereto) shall hereby be deemed to mean both of J.P. Morgan Securities LLC and Piper Sandler & Co.
8. On and after the date hereof, all references to “Sidley Austin LLP” in the Distribution Agreement shall hereby be deemed to refer to “Squire Patton Boggs (US) LLP”.
B. Representations and Warranties. The Company hereby represents and warrants that the representations and warranties set forth in Section 3 of the Agreement, are true and correct as of the date of this Amendment.
C. Obligations Binding upon Piper Sandler & Co. Piper Sandler & Co. hereby agrees to be bound by the terms of the Distribution Agreement. Piper Sandler & Co. shall be considered to be an Agent under the Distribution Agreement to the same extent as if it were a party to the Distribution Agreement on the date of the execution thereof.
D. Prospectus Supplement. The Company shall file a Prospectus Supplement pursuant to Rule 424(b) of the Act reflecting the terms of this Amendment on the date hereof.
E. No Other Amendments; References to Agreement. Except as set forth in Part A above, all the terms and provisions of the Distribution Agreement shall continue in full force and effect. All references to the Distribution Agreement in the Distribution Agreement or in any other document executed or delivered in connection therewith shall, from the date hereof, be deemed a reference to the Distribution Agreement as amended by this Amendment.
F. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart by one party to the other may be made by facsimile or email transmission.
G. Governing Law. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to the principles of conflicts of laws.
[Remainder of page intentionally left blank]
If the foregoing correctly sets forth the understanding among the Company and each of the Agents, please so indicate in the space provided below for that purpose, whereupon this Amendment No. 1 to Distribution Agreement and your acceptance shall constitute a binding agreement among the Company and each of the Agents.
| Very truly yours, | ||
| WESTERN ALLIANCE BANCORPORATION | ||
| By: |
/s/ Dale Gibbons |
|
| Name: | Dale Gibbons | |
| Title: | Executive Vice President and Chief Executive Officer | |
Accepted and agreed to as of the date first above written:
| J.P. MORGAN SECURITIES LLC | ||
| By: |
/s/ Brett Chalmers |
|
| Name: | Brett Chalmers | |
| Title: | Vice President | |
| PIPER SANDLER & CO. | ||
| By: |
/s/ Jennifer Docherty |
|
| Name: | Jennifer Docherty | |
| Title: | Managing Director | |