0001166928-11-000042.txt : 20110831 0001166928-11-000042.hdr.sgml : 20110831 20110831161739 ACCESSION NUMBER: 0001166928-11-000042 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110831 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110831 DATE AS OF CHANGE: 20110831 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WEST BANCORPORATION INC CENTRAL INDEX KEY: 0001166928 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 421230603 STATE OF INCORPORATION: IA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-49677 FILM NUMBER: 111068729 BUSINESS ADDRESS: STREET 1: 1601 22ND ST CITY: WEST DES MOINES STATE: IA ZIP: 50266 BUSINESS PHONE: 5152222309 MAIL ADDRESS: STREET 1: 1601 22ND ST CITY: WEST DES MOINES STATE: IA ZIP: 50266 8-K 1 wtba20110831form8k.htm 8-K WTBA 2011.08.31 Form 8K


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): August 31, 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 August 31, 2011, West Bancorporation, Inc. entered into a letter agreement and paid the United States Department of the Treasury $700,000 for a stock warrant held by the Treasury under the Capital Purchase Program. The warrant allowed the Treasury to cause West Bancorporation to issue 474,100 additional shares of common stock and sell the stock to the Treasury at $11.39 per share. The warrant will be canceled. Purchase of the warrant ends West Bancorporation's participation in the Capital Purchase Program. A copy of the letter agreement is attached as Exhibit 10.1 to this Report and incorporated herein by reference.


Item 9.01 Financial Statements and Exhibits

Exhibit 10.1: Letter Agreement








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.
 
 
 
 
 
 
August 31, 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



EX-10.1 2 wtba20110831exhibit101.htm EX 10.1 WTBA 2011.08.31 Exhibit 10.1


Exhibit 10.1

UNITED STATES DEPARTMENT OF THE TREASURY
1500 Pennsylvania Avenue, NW
Washington, D.C. 20220
August 31, 2011
Ladies and Gentlemen:
Reference is made to that certain letter agreement (the “Repurchase Letter 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 Repurchase Letter Agreement.
As documented by the Repurchase Letter Agreement, the Company has completed the repurchase from the Investor of all of the Preferred Shares issued to the Investor pursuant to the Securities Purchase Agreement. Following such time, the Company delivered a Warrant Repurchase Notice dated as of the date set forth on Schedule A hereto to the Investor. In connection with the consummation, on the date hereof, of the repurchase of the Warrant by the Company from the Investor, as contemplated by the Warrant Repurchase Notice and Section 4.9 of the Securities Purchase Agreement:
(a)    The Company hereby acknowledges receipt from the Investor of the Warrant; 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 Warrant, determined in accordance with Section 4.9 of the Securities Purchase Agreement.
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/ Matthew Pendo
 
Name: Matthew Pendo
 
Title: Chief Investment Officer


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


                    










































SCHEDULE A
Company Information:
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
Information related to the Preferred Share Repurchase:
Date of Repurchase Letter Agreement for the repurchase of 36,000 of the Preferred Shares: June 29, 2011
Terms of the Warrant Repurchase:
Date of Warrant Repurchase Notice: August 23, 2011
Aggregate purchase price for the Warrant: $700,000.00
Investor wire information for payment of purchase price for the Warrant:
ABA Number: XXXXXX
Bank: XXXXXX
Account Name: XXXXXX
Account Number: XXXXXX