8-K

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): June 29, 2011

WEST BANCORPORATION, INC.

(Exact Name of Registrant as Specified in its Charter)

Iowa	0-49677	42-1230603
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1601 22nd Street, West Des Moines, Iowa 50266

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:  (515) 222-2300

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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

On June 29, 2011, West Bancorporation, Inc. (the “Company”) entered into a letter agreement (the “Letter Agreement”), with the United States Department of the Treasury (“Treasury”).  Pursuant to the Letter Agreement, the Company redeemed all 36,000 shares of its Series A Preferred Stock issued to Treasury on December 31, 2008, under the Capital Purchase Program of the Emergency Economic Stabilization Act of 2008 (the "Preferred Stock").  The Company paid $36,220,000 to Treasury on June 29, 2011, to redeem the Preferred Stock, which included $220,000 of accrued and unpaid dividends. Treasury also holds a warrant to purchase 474,100 of the Company's common shares at $11.39. Under the terms of the Letter Agreement, if the Company does not provide notice of intent to repurchase the warrant by July 14, 2011, Treasury will be deemed to have provided the Company notice of its intention to sell the warrant. The Company intends to deliver a timely notice of intent to repurchase and, thereafter, pursue the Treasury process for determining the fair market value of the warrant. If the Company and the Treasury can agree on an acceptable fair market value of the warrant, the Company will repurchase and cancel the warrant. A copy of the Letter Agreement is attached as Exhibit 10.1 to this Report and incorporated herein by reference.

Item 8.01 Other Events

On June 29, 2011, West Bancorporation, Inc. issued a press release announcing that it has redeemed all of its preferred stock issued to the United States Department of the Treasury under the Capital Purchase Program ("TARP"). See Exhibit 99.1 attached.

The preferred stock that the Company redeemed for $36 million had a carrying value of $34.75 million ($36 million net of a $1.25 million unaccreted discount) on the Company's balance sheet. As a result of the redemption, the Company will accelerate accretion of the $1.25 million discount and record a reduction in retained earnings. Additionally, the reduction will be treated as a charge against net income available for common shareholders in the results of the operations for the second quarter of 2011 in a manner consistent with that for preferred dividends. This adjustment will reduce second quarter net earnings available for common shareholders by slightly more than 7 cents per share.

Item 9.01 Financial Statements and Exhibits

Exhibit 10.1: Letter Agreement

Exhibit 99.1: Press Release of West Bancorporation, Inc. dated June 29, 2011.

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.

		West Bancorporation, Inc.
June 29, 2011	By:	/s/ Douglas R. Gulling
		Name: Douglas R. Gulling
		Title: Executive Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
10.1	Letter Agreement
99.1	Press Release of West Bank dated June 29, 2011.

EX-10.1

Exhibit 10.1

United States Department of the Treasury

1500 Pennsylvania Avenue, NW

Washington, D.C. 20220

June 29, 2011

Ladies and Gentlemen:

Reference is made to that certain Letter Agreement incorporating the Securities Purchase Agreement - Standard Terms (the “Securities Purchase Agreement”), dated as of the date set forth on Schedule A hereto, between the United States Department of the Treasury (the “Investor”) and the company set forth on Schedule A hereto (the “Company”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Securities Purchase Agreement. Pursuant to the Securities Purchase Agreement, at the Closing, the Company issued to the Investor the number of shares of the series of its preferred stock set forth on Schedule A hereto (the “Preferred Shares”) and a warrant to purchase the number of shares of its common stock set forth on Schedule A hereto (the “Warrant”).

In connection with the consummation of the repurchase (the “Repurchase”) by the Company from the Investor, on the date hereof, of the number of Preferred Shares listed on Schedule A hereto (the “Repurchased Preferred Shares”), as permitted by the Emergency Economic Stabilization Act of 2008, as amended by the American Recovery and Reinvestment Act of 2009:

(a)     The Company hereby acknowledges receipt from the Investor of the share certificate(s) set forth on Schedule A hereto representing the Preferred Shares; and

(b)    The Investor hereby acknowledges receipt from the Company of a wire transfer to the account of the Investor set forth on Schedule A hereto in immediately available funds of the aggregate purchase price set forth on Schedule A hereto, representing payment in full for the Repurchased Preferred Shares at a price per share equal to the Liquidation Amount per share, together with any accrued and unpaid dividends to, but excluding, the date hereof.

The Investor and the Company hereby agree that, notwithstanding Section 4.4 of the Securities Purchase Agreement, immediately following consummation of the Repurchase, but subject to compliance with applicable securities laws, the Investor shall be permitted to Transfer all or a portion of the Warrant with respect to, and/or exercise the Warrant for, all or a portion of the number of shares of Common Stock issuable thereunder, at any time and without limitation, and Section 4.4 of the Securities Purchase Agreement shall be deemed to be amended in order to permit the foregoing. The Company shall take all steps as may be reasonably requested by the Investor to facilitate any such Transfer.

In addition, the Company agrees that in the event it elects to repurchase the Warrant, it shall deliver to the Investor within 15 calendar days of the date hereof a notice of intent to repurchase the Warrant, which notice shall be in accordance with Section 4.9(b) of the Securities Purchase Agreement (the “Warrant Repurchase Notice”). In the event the Company does not deliver the Warrant Repurchase Notice to the Investor within 15 calendar days of the date hereof, the Investor hereby provides notice, pursuant to Section 4.5(p) of the Securities Purchase Agreement, of its intention to sell the Warrant, such notice to be effective as of the first day following the end of such 15-day period.

In the event that the Company delivers a Warrant Repurchase Notice and the Company and the Investor fail to agree on the Fair Market Value of the Warrant pursuant to the procedures (including the Appraisal Procedure), and in accordance with the time periods, set forth in Section 4.9(c) of the Securities Purchase Agreement or the Company revokes the delivery of such Warrant Repurchase Notice, then the Investor hereby provides notice of its intention to sell the Warrant.

This letter agreement will be governed by and construed in accordance with the federal law of the United States if and to the extent such law is applicable, and otherwise in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State.

This letter agreement may be executed in any number of separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts will together constitute the same agreement. Executed signature pages to this letter agreement may be delivered by facsimile and such facsimiles will be deemed sufficient as if actual signature pages had been delivered.

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In witness whereof, the parties have duly executed this letter agreement as of the date first written above.            

	UNITED STATES DEPARTMENT OF
	THE TREASURY
By:	/s/ Timothy G. Massad
	Name: Timothy G. Massad
	Title: Acting Assistant Secretary for Financial Stability

	COMPANY: West Bancorporation, Inc.
By:	/s/ Douglas R. Gulling
	Name: Douglas R. Gulling
	Title: Executive Vice President and Chief Financial Officer

SCHEDULE A

General Information:
Date of Letter Agreement incorporating the Securities Purchase Agreement:	December 31, 2008
Name of the Company:	West Bancorporation, Inc.
Corporate or other organizational form of the Company:	Corporation
Jurisdiction of organization of the Company:	State of Iowa
Number and series of preferred stock issued to the Investor at the Closing:	36,000 Fixed Rate Cumulative Perpetual Preferred Stock, Series A
Number of Initial Warrant Shares:	474,100
Terms of the Repurchase:
Number of Preferred Shares repurchased by the Company:	36,000
Share certificate number (representing the Preferred Shares previously issued to the Investor at the Closing):	1
Per share Liquidation Amount of Preferred Shares:	$1,000.00
Accrued and unpaid dividends on Preferred Shares:	$220,000.00
Aggregate purchase price for Repurchased Preferred Shares:	$36,220,000.00
Investor wire information for payment of purchase price:	ABA Number:  021000018 Bank:  The Bank of New York Mellon Account Name:   BETA EESA Preferred Account Account Number:   GLA/111567

EX-99.1

Exhibit 99.1

Press Release                                

June 29, 2011

FOR IMMEDIATE RELEASE

For more information contact:

Doug Gulling, Executive Vice President and Chief Financial Officer (515) 222-2309

WEST BANCORPORATION, INC. EXITS TARP

West Des Moines, IA - West Bancorporation, Inc. (Nasdaq: WTBA) (the “Company”), parent company of West Bank, announces that it has redeemed all $36,000,000 of the preferred stock it sold to the United States Treasury on December 31, 2008, under the Capital Purchase Program (“TARP”).

“We are extremely pleased to be able to repay all of the TARP funds so quickly while maintaining our well-capitalized status without borrowing any money or issuing any stock,” said David Nelson, President and Chief Executive Officer of the Company. “We participated in TARP out of an abundance of caution given the historic turmoil in the capital markets during 2008, and that turned out to be a wise decision. Since then we have navigated through some tough financial storms and now we are confident of our future without government investment. Redemption of the TARP stock is very good news for our shareholders and the Company because we are now relieved of some additional regulatory burdens and we no longer have to pay preferred stock dividends. Since December 31, 2008, we have paid $4,495,000 in dividends to the Treasury. We can now use our improving earnings to compensate our shareholders and retain capital for future growth.”

West Bancorporation, Inc. is headquartered in West Des Moines, Iowa. Serving Iowans since 1893, West Bank, a wholly-owned subsidiary of West Bancorporation, Inc., is a community bank that focuses on lending, deposit services and trust services for consumers and small- to medium-sized businesses. West Bank has two full-service offices in Iowa City, one full-service office in Coralville, and eight full-service offices in the greater Des Moines area.

Certain statements in this press release, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meanings of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may appear throughout this press release. These forward-looking statements are generally identified by the words “believes,” “expects,” “intends,” “should,” “anticipates,” “projects,” “future,” “may,” “should,” “will,” “strategy,” “plan,” “opportunity,” “will be,” “will likely result,” “will continue,” or similar references, or references to estimates, predictions, or future events.  Such forward-looking statements are based upon certain underlying assumptions, risks, and uncertainties.  Because of the possibility that the underlying assumptions are incorrect or do not materialize as expected in the future, actual results could differ materially from these forward-looking statements.  Risks and uncertainties that may affect future results include: interest rate risk; competitive pressures; pricing pressures on loans and deposits; changes in credit and other risks posed by the Company's loan and investment portfolios, including declines in commercial or residential real estate values or changes in the allowance for loan losses dictated by new market conditions or regulatory requirements; actions of bank and non-bank competitors; changes in local and national economic conditions; changes in regulatory requirements, limitations, and costs; changes in customers' acceptance of the Company's products and services; and any other risks described in the “Risk Factors” sections of reports made by the Company to the Securities and Exchange Commission. The Company undertakes no obligation to revise or update such forward-looking statements to reflect current or future events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.