SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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|ITEM 8.01|| |
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
|1.1||Underwriting Agreement, dated June 3, 2021, by and among the Company and the Representatives named therein|
|4.1||Subordinated Debt Indenture, dated as of June 7, 2021, by and between the Company and U.S. Bank National Association, as trustee|
|4.2||First Supplemental Indenture to the Subordinated Indenture for the 3.00% Fixed to Floating Rate Subordinated Notes due 2031, dated June 7, 2021, by and between the Company and U.S. Bank National Association, as trustee|
|4.3||Form of Global Note (included in Exhibit 4.2)|
|5.1||Opinion of Troutman Pepper Hamilton Sanders LLP regarding the validity of the Notes|
|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|
|Dale M. Gibbons|
|Chief Financial Officer|
|Date:||June 7, 2021|