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
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
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.