WESTERN ALLIANCE BANCORPORATION (Form: 8-K, Received: 02/28/2022 12:35:32)

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): February 28, 2022

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 February 28, 2022, Western Alliance Bancorporation (the “Company”) entered into an amendment, dated February 28, 2022 (“Amendment No. 2”) to the Distribution Agreement, dated June 3, 2021 and as previously amended on November 18, 2021 (the “Agreement”), by and among the Company and J.P. Morgan Securities LLC and Piper Sandler & Co. The Amendment modifies the Agreement so that the Company may issue and sell an additional 2,132,670 of shares of the Company’s common stock, par value $0.0001 (the “Common Stock”), which increases the maximum number of shares of Common Stock currently available under the Company’s At-the-Market Offering to three million (3,000,000) shares of Common Stock.

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 No. 2 to the Distribution Agreement, dated February 28, 2022, by and between Western Alliance Bancorporation, J.P. Morgan Securities LLC and Piper Sandler & Co.

5.1		Legal Opinion of Troutman Pepper Hamilton Sanders LLP

23.1		Consent of Troutman Pepper Hamilton Sanders LLP (included in Exhibit 5.1)

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
		Executive Vice President and
		Chief Financial Officer

Date: February 28, 2022

Exhibit 1.1

WESTERN ALLIANCE BANCORPORATION

AMENDMENT NO. 2 TO

DISTRIBUTION AGREEMENT

February 28, 2022

Piper Sandler & Co.

U.S. Bancorp Center

800 Nicollet Mall

Minneapolis, Minnesota 55402

J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

Ladies and Gentlemen:

Reference is made to the Distribution Agreement, dated June 3, 2021 (the “Original Agreement”), as amended by Amendment No. 1, dated November 18, 2021 (“Amendment No. 1”), by and among Western Alliance Bancorporation, a Delaware corporation (the “Company”) and J.P. Morgan Securities LLC and Piper Sandler & Co., as agents and/or principal under any Terms Agreement (as defined in Section 1(a) of the Original Agreement) (each, an “Agent” and, collectively, the “Agents”). All capitalized terms used in this Amendment No. 2 to the Distribution Agreement (this “Amendment No. 2”) 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 Agreement as amended by this Amendment.

RECITALS

WHEREAS, pursuant to the Distribution Agreement, the Company has implemented an at-the-market offering program (the “ATM Program”) 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 (the “Shares”);

WHEREAS, prior to entry into this Amendment No. 2, the Company sold 3,132,670 Shares under the ATM Program, leaving 867,330 Shares authorized and available for issuance and sale under the ATM Program (the “Remaining Shares”);

WHEREAS, the Company desires to replenish the amount of Shares authorized and available for issuance and sale under the ATM Program by an additional 2,132,670 Shares (the “Additional Shares”) so that, notwithstanding prior sales, up to three million (3,000,000) Shares are authorized and available for issuance and sale under the ATM Program; and

WHEREAS, this Amendment No. 2, effective as of February 28, 2022 (the “Effective Date”), shall constitute an amendment to the Distribution Agreement (as previously amended), which shall remain in full force and effect as amended by this Amendment No. 2.

NOW, THEREFORE, in consideration of the mutual agreement to amend the Distribution Agreement, the parties hereto, intending legally to be bound, hereby amend and modify the Distribution Agreement as of the date hereof as follows:

Section 1. Amendment of the Distribution Agreement. The “Maximum Number”, as defined in the preamble to the Original Agreement with reference to the Shares authorized and available for issuance and sale under the ATM Program, shall, on and after the Effective Date, equal the sum of the amount of the Remaining Shares and the Additional Shares. For the avoidance of all doubt, the sum of the Remaining Shares and the Additional Shares shall equal three million (3,000,000) shares of the Company’s Common Stock, $0.0001 par value per share.

Section 2. Representations and Warranties. The Company hereby represents and warrants that the representations and warranties set forth in Section 3 of the Distribution Agreement, are true and correct as of the date of this Amendment No. 2.

Section 3. Prospectus Supplement. The Company shall file a Prospectus Supplement pursuant to Rule 424(b) of the Act reflecting the terms of this Amendment No. 2 on the date hereof. On and after the Effective Date, all references to “Prospectus Supplement” in the Distribution Agreement shall refer to such prospectus supplement filed by the Company with the Commission in the form furnished by the Company to the Agents in connection with the offering of the Shares.

Section 4. No Other Amendments; References to Agreement. Except as set forth herein, 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 No. 2.

Section 5. Counterparts. This Amendment No. 2 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.

Section 6. Governing Law. This Amendment No. 2 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. 2 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 Financial 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:		Executive Director

PIPER SANDLER & CO.

By:		/s/ Jennifer Docherty
Name:		Jennifer Docherty
Title:		Managing Director

Exhibit 5.1

Troutman Pepper Hamilton Sanders LLP

401 9th Street, N.W., Ste. 1000

Washington, DC 20004

troutman.com

February 28, 2022

Western Alliance Bancorporation

One E. Washington Street

Suite 1400

Phoenix, Arizona 85004

Ladies and Gentlemen:

We are acting as counsel to Western Alliance Bancorporation, a Delaware corporation (the “Company”), in connection with (i) the registration statement on Form S-3ASR (File No. 333-256120) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”) on May 14, 2021 relating to the offer and sale from time to time of certain securities of the Company including the Company’s common stock, $0.0001 par value per share (the “Common Stock”), and the accompanying prospectus dated May 14, 2021 (the “Base Prospectus”) and (ii) the preparation of the prospectus supplement, dated February 28, 2022 (the “Prospectus Supplement,” and together with the Base Prospectus and all documents incorporated by reference therein, the “Prospectus”) relating to the offer and sale by the Company from time to time of up to 3,000,000 shares of Common Stock (the “Shares”), pursuant to the Distribution Agreement, dated June 3, 2021, amended on November 18, 2021, and further amended on February 28, 2022, by and among the Company and J.P. Morgan Securities LLC and Piper Sandler & Co., each as an Agent (as amended, the “Distribution Agreement”), as described in the Prospectus Supplement.

This opinion is being furnished to you at your request in accordance with the requirements of Item 601(b)(5)(i) of Regulation S-K, as promulgated by the SEC.

For purposes of the opinions we express below, we have examined the originals or copies, certified or otherwise identified, of (i) the amended and restated certificate of incorporation (the “Certificate of Incorporation”) and amended and restated bylaws of the Company, each as amended and/or restated to date, (ii) the Registration Statement, including the Prospectus, and all exhibits thereto, (iii) the Distribution Agreement, (iv) certain corporate records of the Company, including resolutions of the Board of Directors of the Company (the “Board”) or a duly authorized committee thereof (the “Resolutions”), certificates of public officials and of representatives of the Company, and (v) certain statutes and other instruments and documents as we considered appropriate for purposes of the opinions hereafter expressed.

In connection with rendering the opinions set forth below, we have assumed without verification (i) the authenticity of all documents submitted to us as originals, (ii) the conformity to the originals of all documents submitted as certified, photostatic or electronic copies and the authenticity of the originals thereof, (iii) the legal capacity of natural persons, (iv) the genuineness of signatures not witnessed by us, including electronic signatures, (v) the due authorization, execution and delivery of all documents by all parties, other than the Company, and the validity, binding effect and enforceability thereof, and (vi) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed.

Western Alliance Bancorporation

February 28, 2022

Page 2

As to any facts material to the opinions expressed herein which were not independently established or verified, we have relied upon oral or written statements and representations of officers and other representatives of the Company and of public officials. We are opining only on the General Corporation Law of the State of Delaware. We are not opining as to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of Delaware, any other laws, or as to matters of municipal law or the laws of any local agencies within any states (including “blue sky” or other state securities laws). We also express no opinion as to compliance with any federal securities laws.

Based on the foregoing and in reliance thereon, and subject to the limitations, qualifications, assumptions, exceptions and other matters set forth herein, we are of the opinion that the Shares have been duly authorized and, when and if issued and delivered against payment therefor in accordance with the Certificate of Incorporation, the Registration Statement, the Resolutions and the Distribution Agreement (assuming that, upon any issuance of the Shares, the total number of shares of Common Stock issued and outstanding, together with the total number of shares of Common Stock reserved for issuance will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under the Certificate of Incorporation), the Shares will be validly issued, fully paid and nonassessable.

Our opinion is as of the date hereof and we have no responsibility to update this opinion for events and circumstances occurring after the date hereof or as to facts relating to prior events that are subsequently brought to our attention and we disavow any undertaking to advise you of any changes in law.

We hereby consent to the filing of this opinion as an exhibit to the Company’s Current Report on Form 8-K, filed with the SEC on the date hereof and its incorporation by reference into the Registration Statement, and to the use of our name under the caption “Legal Matters” in the Prospectus and the Registration Statement. In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules or regulations of the SEC promulgated thereunder.

Very truly yours,

/s/ Troutman Pepper Hamilton Sanders LLP

Troutman Pepper Hamilton Sanders LLP