Western Alliance Bancorporation
09/22/2021 | Press release | Distributed by Public on 09/22/2021 14:08
MATERIAL MODIFICATION OF RIGHTS TO SECURITY HOLDERS (Form 8-K)
MATERIAL MODIFICATION OF RIGHTS TO SECURITY HOLDERS
On September 22, 2021, Western Alliance Bancorporation (the "Company") issued and sold 12,000,000 depositary shares ("Depositary Shares"), each representing a 1/400th ownership interest in a share of the Company's 4.250% Fixed-Rate Reset Non-CumulativePerpetual Preferred Stock, Series A, par value $0.0001 per share (the "Series A Preferred Stock"), with a liquidation preference of $25.00 per Depositary Share (equivalent to $10,000 per share of Series A Preferred Stock). The Depositary Shares are represented by depositary receipts (the "Depositary Receipts"). On September 22, 2021, the Company filed a Certificate of Amendment (the "Certificate of Amendment") to the Company's Certificate of Incorporation, as amended (the "Certificate of Incorporation"), with the Secretary of State of the State of Delaware, establishing the terms, preferences, privileges, designations, rights, qualifications, limitations, and restrictions thereof, of the Series A Preferred Stock. Holders of the Depositary Shares will be entitled to all proportional rights and preferences of the Series A Preferred Stock (including dividend, voting, redemption and liquidation rights).
The Depositary Shares were sold in a public offering under the Company's Registration Statement on Form S-3(File No. 333-256120)and a related prospectus, including the related prospectus supplement, filed with the Securities and Exchange Commission and pursuant to an underwriting agreement, dated as of September 15, 2021 (the "Underwriting Agreement"), with Morgan Stanley & Co. LLC, BofA Securities, Inc., J.P. Morgan Securities LLC and Piper Sandler & Co., as representatives for the underwriters named in Schedule I to the Underwriting Agreement.
Under the terms of the Series A Preferred Stock, the ability of the Company to pay dividends on, make distributions with respect to, or to repurchase, redeem or otherwise acquire its common stock or any other stock ranking on parity with or junior to the Series A Preferred Stock is subject to certain restrictions in the event that the Company does not declare and either pay or set aside a sum sufficient for payment of dividends on the Series A Preferred Stock for the immediately preceding dividend period.
This description of the terms of the Series A Preferred Stock is qualified in its entirety by reference to the Certificate of Amendment, which is included as Exhibit 3.1 to this Current Report on Form 8-Kand is incorporated by reference herein.
In connection with the issuance of the Depositary Shares, the Company entered into a Deposit Agreement, dated September 22, 2021 (the "Deposit Agreement"), by and among the Company, Computershare Inc. and Computershare Trust Company, N.A., and the holders from time to time of the Depositary Receipts described therein. The shares of Series A Preferred Stock represented by the Depositary Shares were deposited against the delivery of the Depositary Receipts pursuant to the Deposit Agreement. The foregoing description of the Deposit Agreement and the Depositary Receipts are qualified in their entirety by reference to the full texts of the Deposit Agreement and the form of Depositary Receipt, copies of which are filed as Exhibit 4.1 and Exhibit 4.2 to this Current Report on Form 8-K,respectively, and are incorporated herein by reference.
MATERIAL MODIFICATION TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
On September 22, 2021, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware, amending the Company's Certificate of Incorporation by establishing the newly authorized Series A Preferred Stock of the Company consisting of 30,000 authorized shares. The Certificate of Amendment became effective, on September 22, 2021. The terms of the Series A Preferred Stock are more fully described in Item 3.03 of this Current Report on Form 8-Kand the Certificate of Amendment, which is attached hereto as Exhibit 3.1, both of which are incorporated herein by reference.
OTHER EVENTS
On September 22, 2021, the Company completed the issuance and sale of 12,000,000 Depositary Shares pursuant to the Underwriting Agreement, and the Depositary Shares were issued pursuant to the Deposit Agreement. The legal opinion as to the legality of the Depositary Shares and the Series A Preferred Stock is included as Exhibit 5.1 to this Current Report on Form 8-Kand is incorporated herein by reference.
FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.