- Filing of certain prospectuses and communications in connection with business combination transactions (425)
October 09 2012 - 4:55PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF
1934
Date of Report (Date of earliest event reported): October 9, 2012
WESTERN ALLIANCE BANCORPORATION
(Exact name of registrant as specified in its charter)
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Nevada
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001-32550
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88-0365922
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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One E. Washington Street, Phoenix, Arizona 85004
(Address of principal executive offices)
Registrants telephone number, including area code: (602) 389-3500
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01 Other Events.
As previously announced, on August 17, 2012, Western Alliance Bancorporation (the Company) entered into an Agreement and Plan of Merger with Western Liberty Bancorp (Western
Liberty). On October 9, 2012, a memorandum of understanding was entered into regarding the settlement of the action captioned
Raul v. Ader
,
et al.
, which was filed in the District Court of the State of Nevada, Clark County,
on behalf of a putative class of Western Liberty stockholders against Western Liberty, Western Libertys board of directors and Western Alliance. In connection with the settlement contemplated by the memorandum of understanding, which is
subject to court approval, Western Liberty has agreed to make certain additional disclosures to its stockholders. A supplement, which contains the Additional Disclosure, to the proxy statement/prospectus previously provided to Western
Liberty stockholders in connection with the proposed merger is being filed with the Securities and Exchange Commission and mailed to the stockholders of Western Liberty. A copy of the supplement is attached to the related press release which is
filed as Exhibit 99.1 hereto and is incorporated herein by reference. The settlement will not affect the merger consideration to be received by Western Liberty stockholders or the timing of the special meeting of Western Liberty stockholders
scheduled for October 17, 2012.
Additional Information
This communication is being made in respect of the proposed merger involving the Company and Western Liberty.
In connection with the proposed merger with Western Liberty, the Company filed with the Securities and Exchange Commission (the SEC) a Registration Statement on Form S-4, as amended, that
included a proxy statement of Western Liberty that also constitutes a prospectus of the Company. Western Liberty mailed the proxy statement/prospectus to its stockholders.
Investors and security holders are urged to read the proxy
statement/prospectus, including the supplement thereto, regarding the proposed merger because it contains important information.
You may obtain a free copy of the proxy statement/prospectus, the supplement and other related documents filed by
the Company and Western Liberty with the SEC at the SECs website at www.sec.gov. The proxy statement/prospectus, the supplement and the other documents may also be obtained for free by accessing the Companys website at
www.westernalliancebancorp.com under the tab Investor Relations and then under the heading Financial Documents or by accessing Western Libertys website at www.westernlibertybank.com under the tab Investor
Relations and then under the heading Financial Information.
Participants in the Transactions
The Company, Western Liberty and their respective directors, executive officers and certain other members of management and employees may be soliciting
proxies from Western Liberty stockholders in favor of the merger with the Company. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the Western Liberty stockholders in
connection with the proposed merger is set forth in the proxy statement/prospectus filed with the SEC.
You can find information about the
executive officers and directors of the Company in its Annual Report on Form 10-K for the year ended December 31, 2011 and in its definitive proxy statement filed with the SEC on March 16, 2012, as supplemented. You can find information
about Western Libertys executive officers and directors in its Annual Report on Form 10-K for the year ended December 31, 2011, as amended, and in its definitive proxy statement filed with the SEC on April 26, 2010. You can obtain
free copies of these documents from the Company or Western Liberty using the information above.
This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the
solicitation of an offer to buy any securities.
Cautionary Note Regarding Forward-Looking Statements
This Form 8-K contains forward-looking statements that relate to expectations, beliefs, projections, future plans and strategies, anticipated events or
trends and similar expressions concerning matters that are not historical facts. The forward-looking statements contained herein reflect our current views about future events and financial performance and are subject to risks, uncertainties,
assumptions and changes in circumstances that may cause our actual results to differ significantly from historical results and those expressed in any forward-looking statement. Some factors that could cause actual results to differ materially from
historical or expected results include: failure of the parties to satisfy the closing conditions in either merger agreement in a timely manner or at all; failure of the shareholders of Western Liberty to approve the applicable merger agreement;
failure to settle the pending litigation involving the merger; disruptions to the parties businesses as a result of the announcement and pendency of the merger; costs or difficulties related to the integration of the business following the
merger; factors listed in the Form 10-K as filed with the SEC; changes in general economic conditions, either nationally or locally in the areas in which we conduct or will conduct our business; inflation, interest rate, market and monetary
fluctuations; increases in competitive pressures among financial institutions and businesses offering similar products and services; higher defaults on our loan portfolio than we expect; changes in managements estimate of the adequacy of the
allowance for credit losses; legislative or regulatory changes or changes in accounting principles, policies or guidelines; managements estimates and projections of interest rates and interest rate policy; the execution of our business plan;
and other factors affecting the financial services industry generally or the banking industry in particular.
We do not intend and disclaim
any duty or obligation to update or revise any industry information or forward-looking statements set forth in this press release to reflect new information, future events or otherwise.
Item 9.01 Financial Statements and Exhibits.
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Exhibit
No.
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Description
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99.1
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Press Release, dated October 9, 2012.
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SIGNATURES
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.
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WESTERN ALLIANCE BANCORPORATION
(Registrant)
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/s/ Dale Gibbons
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Dale Gibbons
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Executive Vice President and Chief Financial Officer
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Date: October 9, 2012
EXHIBIT INDEX
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Exhibit
No.
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Description
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99.1
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Press Release, dated October 9, 2012.
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