Business Context and Reporting Period
Company: Western Alliance Bancorporation
Filing Type: Form 8-K (Current Report)
Date of Report: September 15, 2021
Event: Entry into a Material Definitive Agreement (Underwriting Agreement) for the issuance of preferred stock.
Key Financial Metrics
This filing does not report operational financial metrics such as revenue, profit, cash flow, margins, or debt levels. It details a specific capital raising transaction:
- Instrument: 4.250% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Shares, Series A.
- Volume: 12,000,000 Depositary Shares.
- Ownership Interest: Each Depositary Share represents a 1/400th ownership interest in a share of Series A preferred stock.
- Liquidation Preference: $25 per Depositary Share (equivalent to $10,000 per share of Series A preferred stock).
- Underwriters: Morgan Stanley & Co. LLC, BofA Securities, Inc., J.P. Morgan Securities LLC, and Piper Sandler & Co.
Material Changes
The filing announces the execution of an Underwriting Agreement on September 15, 2021. The Company agreed to issue and sell the preferred shares described above. The offering is expected to close on September 22, 2021, subject to customary closing conditions. No prior comparable period data is provided in this specific filing.
Guidance, Outlook, and Risks
Outlook: The transaction is expected to close on September 22, 2021.
Risks and Contingencies: The closing is subject to the satisfaction of conditions set forth in the Underwriting Agreement. The agreement includes customary representations, warranties, indemnification obligations, and termination provisions. The summary of the agreement is qualified by reference to the full text filed as Exhibit 1.1.
Investor Verification Checklist
- Verify the final closing date of the offering (expected September 22, 2021).
- Confirm the total gross proceeds from the sale of the 12,000,000 Depositary Shares once the transaction closes.
- Review the full Underwriting Agreement (Exhibit 1.1) for specific conditions precedent to closing.
- Check subsequent filings for the actual issuance of the Series A preferred stock and the impact on the Company's capital structure.