SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On June 3, 2021, Western Alliance Bancorporation (the “Company”) entered into a distribution agreement (the “Distribution Agreement”) with J.P. Morgan Securities LLC (the “Agent”). Under the terms of the Distribution Agreement, the Company may sell, from time to time, through the Agent, as the Company’s sales agent and/or principal, up to 4,000,000 shares of its common stock, $0.0001 par value per share (the “Shares”).
The Shares sold in the offering will be issued pursuant to a prospectus dated May 14, 2021, and a prospectus supplement filed with the Securities and Exchange Commission on June 3, 2021, in connection with one or more offerings of shares from the Company’s automatic shelf registration statement on Form S-3ASR (File No. 333-256120). Sales of the Shares through the Agent, if any, will be made in amounts and at times to be determined by the Company and agreed to by the Agent from time to time, but the Company has no obligation to sell any of the Shares in the offering.
Under the Distribution Agreement, the Agent has agreed to use reasonable efforts to sell the Shares as agreed upon by the Company and the Agent. The Distribution Agreement provides that the Agent will be entitled to compensation at a mutually agreed rate, not to exceed 2% of the gross offering proceeds of the Shares sold pursuant to the Distribution Agreement. In addition, the Company may also sell Shares to the Agent as principal for its own account at prices agreed upon at the time of sale.
Sales of the Shares, if any, under the Distribution Agreement may be made by means of ordinary brokers’ transactions on the New York Stock Exchange or otherwise at market prices prevailing at the time of sale or at negotiated prices, or as otherwise agreed with the Agent. The Company may at any time suspend the offering of Shares under the Distribution Agreement or terminate the Distribution Agreement. The Company intends to use the proceeds from any sales of the Shares for general corporate purposes, which may include, among other things, providing capital to support its growth and capital adequacy and the repayment, redemption or repurchase of indebtedness.
The Distribution Agreement contains customary representations, warranties and agreements of the Company and customary conditions to completing future sale transactions, indemnification rights and obligations of the parties and termination provisions.
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
From time to time, in the ordinary course of business, the Agent and its affiliates have provided, and in the future may provide, investment banking services to the Company and have received or may receive fees from the Company for the rendering of such services.
The Distribution Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Distribution Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to Exhibit 1.1.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
|1.1||Distribution Agreement, dated June 3, 2021, by and between Western Alliance Bancorporation and J.P. Morgan Securities LLC.|
|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)|
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|
|Executive Vice President and Chief Financial Officer|
|Date:||June 3 2021|