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): August 25, 2010
WESTERN ALLIANCE BANCORPORATION
(Exact name of registrant as specified in its charter)
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| Nevada
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001-32550
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88-0365922 |
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| (State or other Jurisdiction of
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(Commission File Number)
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(IRS Employer Identification No.) |
| Incorporation) |
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| 2700 West Sahara Avenue, Las Vegas, Nevada
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89102 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (702) 248-4200
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01
Entry into a Material Definitive Agreement.
On August 20, 2010, Western Alliance Bancorporation, a Nevada corporation (the “Company”),
entered into an underwriting agreement (the “Underwriting Agreement”) with Keefe, Bruyette & Woods,
Inc. and Goldman, Sachs & Co., related to the public offering of $75 million in aggregate principal
amount of 10.00% Senior Notes due 2015 (the “Notes”).
The Notes will be issued pursuant to a Senior Debt Indenture, dated as of August 25, 2010 (the
“Base Indenture”), as amended and supplemented by a First Supplemental Indenture, dated as of
August 25, 2010 (the “Supplemental Indenture”), between the Company and Wells Fargo Bank, National
Association, as trustee.
The Notes will bear interest at the rate of 10.00% per year. Interest on the Notes is payable
on March 1 and September 1 of each year, beginning on March 1, 2011. The Base Indenture and the
Supplemental Indenture limit the ability of the Company to incur certain liens on voting shares of
its principal subsidiary banks or consolidate, merge or sell all or substantially all of its assets
unless certain conditions are satisfied. The Notes will be unsecured and unsubordinated
obligations of the Company and will rank equally with all of the Company’s existing and future
unsecured and unsubordinated indebtedness from time to time outstanding. The Notes will rank
junior to all of the Company’s current and future secured indebtedness to the extent of the value
of the assets securing such indebtedness. The Notes will not be guaranteed by any of the Company’s
subsidiaries and will be structurally subordinated to all of the existing and future liabilities of
the Company’s subsidiaries. The Base Indenture also contains customary event of default
provisions.
The public offering price of the Notes will be 98.50% of the principal amount. The Company
expects to receive net proceeds (before expenses) of approximately $72,843,750 and to use such net
proceeds for general corporate purposes, including purchasing nonperforming assets from its bank
subsidiaries and making capital injections into its bank subsidiaries.
The Notes will be offered and sold pursuant to the Company’s shelf registration statement on
Form S-3 (Registration No. 333-158971) under the Securities Act of 1933, as amended. The Company
has filed with the Securities and Exchange Commission (the “SEC”) a prospectus supplement, dated
August 20, 2010, together with the accompanying prospectus, dated May 4, 2009, relating to the
offering and sale of the Notes.
For a complete description of the terms and conditions of the Underwriting Agreement, the Base
Indenture, the Supplemental Indenture and the Notes, please refer to the Underwriting Agreement,
the Base Indenture, the Supplemental Indenture, and the form of Note, each of which is incorporated
herein by reference and attached to this Current Report on Form 8-K as Exhibits 1.1, 4.1, 4.2 and
4.3, respectively.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
The disclosures under Item 1.01 of this Current Report on Form 8-K relating to the Base
Indenture, Supplemental Indenture and the Notes are hereby incorporated by reference into this Item
2.03.
Item 8.01
Other Events.
A copy of the opinion and consent of DLA Piper LLP (US) as to the validity of the Notes
offered pursuant to the Prospectus Supplement dated August 20, 2010 is incorporated by reference
into the Registration Statement on Form S-3 (File No. 333-158971) and filed as Exhibit 5.1 hereto.