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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/07/21 Western Alliance Bancorporation 8-K:8,9 6/07/21 15:1.3M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 29K 2: EX-1.1 Underwriting Agreement or Conflict Minerals Report HTML 163K 3: EX-4.1 Instrument Defining the Rights of Security Holders HTML 355K 4: EX-4.2 Instrument Defining the Rights of Security Holders HTML 133K 5: EX-5.1 Opinion of Counsel re: Legality HTML 34K 11: R1 Document and Entity Information HTML 51K 13: XML IDEA XML File -- Filing Summary XML 14K 10: XML XBRL Instance -- d67643d8k_htm XML 18K 12: EXCEL IDEA Workbook of Financial Reports XLSX 6K 7: EX-101.DEF XBRL Definitions -- wala-20210607_def XML 41K 8: EX-101.LAB XBRL Labels -- wala-20210607_lab XML 66K 9: EX-101.PRE XBRL Presentations -- wala-20210607_pre XML 42K 6: EX-101.SCH XBRL Schema -- wala-20210607 XSD 16K 14: JSON XBRL Instance as JSON Data -- MetaLinks 14± 22K 15: ZIP XBRL Zipped Folder -- 0001193125-21-184270-xbrl Zip 159K
| 8-K |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM i 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): i June 7, 2021
i WESTERN ALLIANCE BANCORPORATION
(Exact name of registrant as specified in its charter)
| i Delaware | i 001-32550 | i 88-0365922 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
i One E. Washington Street, i Phoenix, i Arizona i 85004
(Address of principal executive offices) (Zip Code)
i (602) i 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:
| i ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| i ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| i ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| i ☐ | 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 | ||
| i Common Stock, $0.0001 Par Value | i WAL | i New York Stock Exchange | ||
| i 6.25% Subordinated Debentures due 2056 | i WALA | i 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 i ☐
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 8.01 | OTHER EVENTS |
On June 7, 2021, Western Alliance Bancorporation (the “Company”) closed its registered offering of $600 million aggregate principal amount of its 3.00% Fixed to Floating Rate Subordinated Notes due 2031 (the “Notes”). The Notes were offered pursuant to the prospectus supplement dated June 3, 2021, to the prospectus dated May 14, 2021, filed as part of the Registration Statement on Form S-3 (No. 333-256120) that became effective when filed with the Securities and Exchange Commission on May 14, 2021.
The Notes were issued pursuant to the Subordinated Debt Indenture, dated as of June 7, 2021 (the “Indenture”), as supplemented and amended by the First Supplemental Indenture to Subordinated Debt Indenture for the 3.00% Fixed to Floating Rate Subordinated Notes due 2031, dated as of June 7, 2021 (the “First Supplemental Indenture”), each by and between the Company and U.S. Bank National Association, as trustee.
In connection with the offer and sale of the Notes, the Company entered into an underwriting agreement, dated June 3, 2021, with Piper Sandler & Co. and J.P. Morgan Securities LLC, as managers and representatives of the several underwriters named on Schedule A thereto (the “Underwriting Agreement”).
Copies of the Underwriting Agreement, the Indenture, the First Supplemental Indenture and form of global note for the Notes, and the legal opinion of the Company’s counsel, Troutman Pepper Hamilton Sanders LLP, as to the validity of the Notes are filed herewith as Exhibits 1.1, 4.1, 4.2, 4.3, and 5.1, respectively, and are incorporated by reference herein.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits.
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 M. Gibbons | ||
| Dale M. Gibbons | ||
| Chief Financial Officer | ||
| Date: | June 7, 2021 | |
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / For Period end: | 6/7/21 | |||
| 6/3/21 | 305B2, 424B5, 8-K, FWP | |||
| 5/14/21 | 8-K/A, S-3ASR | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/28/24 Western Alliance Bancorporation 10-K 12/31/23 158:34M 2/23/23 Western Alliance Bancorporation 10-K 12/31/22 128:29M 2/25/22 Western Alliance Bancorporation 10-K 12/31/21 130:28M 9/16/21 Western Alliance Bancorporation 424B5 1:656K Donnelley … Solutions/FA 9/15/21 Western Alliance Bancorporation 424B5 1:663K Donnelley … Solutions/FA 7/30/21 Western Alliance Bancorporation 10-Q 6/30/21 93:26M |