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): March 29, 2016

WESTERN ALLIANCE BANCORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-32550	88-0365922
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One E. Washington Street, Phoenix, Arizona 85004

(Address of principal executive offices) (Zip Code)

(602) 389-3500

(Registrant’s telephone number, including area code)

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 March 29, 2016, Western Alliance Bank (“WAB”), an Arizona corporation and wholly owned subsidiary of Western Alliance Bancorporation (the “Company”), entered into an Asset Purchase Agreement (the “Agreement”) with GE Capital US Holdings, Inc. (the “Seller,” and together with the Seller’s affiliated designees, the “Seller Parties”), pursuant to which WAB will acquire the Seller Parties’ domestic select-service hotel franchise finance loan portfolio, which has an aggregate outstanding principal loan balance of approximately $1.4 billion, and certain related assets (the “Transferred Assets”) and assume certain liabilities of the Seller Parties (the “Transactions”). The portfolio does not contain any non-performing loans and has a yield of 4.8%. The Transferred Assets will be purchased at a discount to par. Also, WAB will hire approximately 35 employees of the Seller.

WAB and the Seller have made customary representations, warranties and covenants to each other in the Agreement, which also includes customary indemnification provisions. Each party’s obligation to consummate the Transactions contemplated by the Agreement is subject to customary closing conditions, including, but not limited to: (i) the accuracy of representations and warranties of each of Seller and WAB, (ii) there being no order in existence and no law promulgated that prohibits or materially restrains the Transactions, and no proceeding brought, or other action taken, by any government authority pending before any court of competent jurisdiction seeking such an order; and (iii) all closing deliverables required by each of Seller and WAB being executed and delivered to the other party. The parties also have post-closing commitments to seek certain third-party consents to transfer certain of the Transferred Assets and to enter into a transition services agreement.

The foregoing is not a complete description of the Agreement and is qualified in its entirety by reference to the full text of the Agreement, which will be filed as an exhibit to the Quarterly Report on Form 10-Q for the quarter ending March 31, 2016.

ITEM 7.01. REGULATION FD DISCLOSURE.

On March 29, 2016, Western Alliance Bancorporation (the “Company”) issued a press release announcing the entrance by WAB into the Agreement. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

The information in this Item 7.01 (including Exhibit 99.1 hereto) is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such filing.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

99.1 Press Release dated March 29, 2016

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.

WESTERN ALLIANCE BANCORPORATION

(Registrant)

/s/ Dale Gibbons

Dale Gibbons

Executive Vice President and

Chief Financial Officer

Date: March 29, 2016

EX-99.1

Exhibit 99.1

NEWS RELEASE

MEDIA CONTACT: Robyn Young

SVP, Director of Marketing & Communications

(602) 346-7352

INVESTORS CONTACT: Dale Gibbons

Chief Financial Officer

(602) 952-5476

WESTERN ALLIANCE BANCORPORATION TO AQUIRE GE CAPITAL’S

U.S. HOTEL FRANCHISE FINANCE LOAN PORTFOLIO

PHOENIX—Western Alliance Bancorporation (NYSE: WAL) announced today that its wholly owned subsidiary, Western Alliance Bank, has signed a definitive agreement to acquire GE Capital’s domestic select-service hotel franchise finance loan portfolio. The acquisition includes loans outstanding of about $1.4 billion. Additionally, approximately 35 members of GE Capital’s team that is focused on this sector and already based in Scottsdale, AZ, will become part of Western Alliance.

“This acquisition gives Western Alliance the opportunity to establish a new presence in the attractive risk-adjusted return, select-service hotel industry,” said Robert Sarver, Chairman and Chief Executive Officer of Western Alliance. “The exceptional underwriting and credit management strength of GE Capital’s franchise finance team, the terms of the transaction and Western Alliance’s executives’ experience in the hotel space, makes this acquisition both financially and strategically compelling on behalf of our shareholders.”

The transaction is expected to be immediately accretive to WAL’s earnings per share, while essentially neutral to liquidity and capital ratios due to its strong deposit growth and industry-leading capital generation rates. The transaction is expected to close in April.

About Western Alliance Bancorporation

With $14 billion in assets, top-performing Western Alliance Bancorporation (NYSE:WAL) is one of the fastest-growing bank holding companies in the U.S. and recognized as #10 on the Forbes 2016 “Best Banks in America” list. Its primary subsidiary, Western Alliance Bank, is the go-to bank for business and succeeds with local teams of experienced bankers who deliver superior service and a full spectrum of deposit, lending, treasury management, international banking and online banking products and services. Western Alliance Bank operates full-service banking divisions: Alliance Bank of Arizona, Bank of Nevada, Bridge Bank, First Independent Bank and Torrey Pines Bank. The bank also serves business customers through a robust national platform of specialized financial services including Corporate Finance, Equity Fund Resources, Life Sciences Group, Mortgage Warehouse Lending, Public and Nonprofit Finance, Renewable Resource Group, Resort Finance, Technology Finance and Alliance Association Bank. For more information, visit westernalliancebancorporation.com.

Cautionary Note Regarding Forward-Looking Statements

This release 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. Examples of forward-looking statements include, among others, statements we make regarding our expectations with regard to Bridge Capital Holdings, the performance of the combined company following the acquisition of Bridge, and any guidance, outlook or expectations relating to our business, financial and operating results, and future economic performance. 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, among others: the risk factors discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 as filed with the Securities and Exchange Commission; 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 management’s estimate of the adequacy of the allowance for credit losses; legislative or regulatory changes or changes in accounting principles, policies or guidelines; supervisory actions by regulatory agencies which may limit our ability to pursue certain growth opportunities, including expansion through acquisitions; management’s 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.

Any forward-looking statement made by us in this release is based only on information currently available to us and speaks only as of the date on which it is made. We do not intend and disclaim any duty or obligation to update or revise any industry information or forward-looking statements, whether written or oral, that may be made from time to time, set forth in this press release to reflect new information, future events or otherwise.

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