By Angela McDaniels
Tacoma, Wash., Dec. 18 - Western Alliance Bancorp. filed an S-3 registration with the Securities and Exchange Commission that will allow the U.S. Treasury to resell the $140 million series A fixed-rate cumulative perpetual preferred stock it purchased from the company.
The company issued the preferreds on Nov. 21 under the Capital Purchase Program of the Treasury's Troubled Asset Relief Program.
The non-voting preferreds pay dividends at 5% per year for the first five years and then at 9% per year.
The preferreds are callable at par beginning Feb. 15, 2012. Western Alliance can call them earlier if it raises at least $35 million of proceeds from one or more equity offerings.
As long as the preferreds remain outstanding, Western Alliance cannot pay dividends on its common stock or junior stock unless all dividends on the preferreds have been paid in full.
In addition, the company cannot repurchase preferreds from any other holder unless it offers to purchase the same amount from the Treasury.
Warrant
The shelf filing also covers a 10-year warrant for the purchase of 1,574,213 shares of common stock. The exercise price is $13.34 per share.
If Western Alliance raises at least $140 million of equity capital by Dec. 31, 2009 and the Treasury is still the holder of the warrant, then the number of shares of Western Alliance common stock underlying the warrant will be reduced by half.
The company said the Treasury may offer the preferreds or the warrant from time to time in one or more public or private transactions. Western Alliance will not receive any proceeds from any sale.
Western Alliance is a Las Vegas-based bank holding company.
| Issuer: | Western Alliance Bancorp.
|
| Issue: | Series A fixed-rate cumulative perpetual preferred stock
|
| Amount: | $140 million
|
| Maturity: | Perpetual
|
| Dividends: | 5% for five years, then 9%; payable quarterly
|
| Price: | $1,000
|
| Call option: | At par from Feb. 15, 2012 onward
|
| Warrant: | For 1,574,213 shares of common stock
|
| Warrant exercise price: | $13.34
|
| Warrant expiration: | Nov. 21, 2018
|
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