As filed with the Securities and Exchange Commission on April 30, 2015.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Great Western Bancorp, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 6022 | 47-1308512 | ||
| (State or Other Jurisdiction of Incorporation or Organization) |
(Primary Standard Industrial Classification Code Number) |
(IRS Employer Identification Number) |
100 North Phillips Avenue
Sioux Falls, South Dakota 57104
(605) 334-2548
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Donald J. Straka
General Counsel
Great Western Bancorp, Inc.
100 North Phillips Avenue
Sioux Falls, South Dakota 57104
(605) 334-2548
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
| Mark J. Menting Catherine M. Clarkin Sullivan & Cromwell LLP 125 Broad Street New York, NY 10004 (212) 558-4000 |
Craig E. Chapman James O’Connor Sidley Austin LLP 787 Seventh Avenue New York, NY 10019 (212) 839-5300 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of the Registration Statement.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ¨
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x File No. 333-203540
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934.
(Check one):
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | x (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
CALCULATION OF REGISTRATION FEE
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| Title of each class of securities to be registered |
Amount to be Registered(1) |
Proposed Maximum Offering Price |
Proposed maximum aggregate offering price(2) |
Amount of registration fee | ||||
| Common Stock, par value $0.01 per share |
2,300,000 | $22.77 | $52,371,000 | $6,085.51 | ||||
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| (1) | The 2,300,000 shares of common stock being registered in this Registration Statement are in addition to the 20,700,000 shares of common stock registered pursuant to the Registrant’s Registration Statement on Form S-1 (File No. 333-203540), and include 300,000 additional shares of common stock that the underwriters have the option to purchase from National Americas Holdings LLC. |
| (2) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended. |
This Registration Statement shall become effective upon filing with the Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
This Registration Statement is being filed with the Securities and Exchange Commission (the “Commission”) by Great Western Bancorp, Inc. (the “Company”) pursuant to Rule 462(b) and General Instruction V of Form S-1, both as promulgated under the Securities Act of 1933, as amended. This Registration Statement is being filed for the sole purpose of increasing the aggregate number of shares of the Company’s common stock, par value $0.01 per share, offered by National Americas Holdings LLC, a subsidiary of National Australia Bank Limited, our parent company, by 2,300,000 shares. The contents of the Registration Statement on Form S-1 (File No. 333-203540), as amended, filed by the Company with the Commission, including the exhibits thereto, which was declared effective by the Commission on April 30, 2015, are incorporated by reference into, and shall be deemed part of, this Registration Statement.
The Company hereby certifies that it (i) has instructed its bank to transmit to the Commission the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount from the Company’s account to the Commission’s account as soon as practicable (but not later than the close of business on May 1, 2015), (ii) will not revoke such instructions, (iii) has sufficient funds in such account to cover the amount of such filing fee and (iv) will confirm receipt of such instructions by its bank during the bank’s regular business hours on May 1, 2015.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
All exhibits filed with or incorporated by reference in the Registration Statement on Form S-1 (No. 333-203540) are incorporated by reference into, and shall be deemed to be a part of, this Registration Statement. In addition, the following exhibits are filed herewith:
| Number |
Description | |
| 5.1 | Opinion of Sullivan & Cromwell LLP | |
| 23.1 | Consent of Ernst & Young LLP | |
| 23.2 | Consent of Sullivan & Cromwell LLP (contained in Exhibit 5.1) | |
| 24.1 | Powers of Attorney (incorporated by reference to Exhibit 24.1 of the Registration Statement on Form S-1 filed on April 20, 2015 (No. 333-203540)) | |
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in Sioux Falls, South Dakota, on April 30, 2015.
| Great Western Bancorp, Inc. | ||||
| By: | /s/ Ken Karels | |||
| Name: | Ken Karels | |||
| Title: | President and Chief Executive Officer | |||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
| Signature |
Title |
Date | ||
| /s/ Ken Karels Ken Karels |
President, Chief Executive Officer and Director (Principal Executive Officer) |
April 30, 2015 | ||
| * Nathan Butler |
Director | April 30, 2015 | ||
| * Swati Dave |
Director | April 30, 2015 | ||
| * Frances Grieb |
Director | April 30, 2015 | ||
| * Andrew Hove |
Director | April 30, 2015 | ||
| * Rolfe Lakin |
Director | April 30, 2015 | ||
| * Richard Rauchenberger |
Director | April 30, 2015 | ||
| * Daniel Rykhus |
Director | April 30, 2015 | ||
| * Richard Sawers |
Director | April 30, 2015 | ||
| /s/ Peter Chapman Peter Chapman |
Chief Financial Officer and Executive Vice President (Principal Financial Officer and Principal Accounting Officer) |
April 30, 2015 | ||
| *By : | /s/ Peter Chapman | |
| Name: Peter Chapman | ||
| Title: Attorney-in-Fact | ||
II-2
INDEX TO EXHIBITS
| Number |
Description | |
| 5.1 | Opinion of Sullivan & Cromwell LLP | |
| 23.1 | Consent of Ernst & Young LLP | |
| 23.2 | Consent of Sullivan & Cromwell LLP (contained in Exhibit 5.1) | |
| 24.1 | Powers of Attorney (incorporated by reference to Exhibit 24.1 of the Registration Statement on Form S-1 filed on April 20, 2015 (No. 333-203540)) | |
Exhibit 5.1
April 30, 2015
Great Western Bancorp, Inc.,
100 North Phillips Avenue,
Sioux Falls, South Dakota 57104.
Ladies and Gentlemen:
In connection with the registration pursuant to Rule 462(b) under the Securities Act of 1933 (the “Act”) of 2,300,000 shares (the “Securities”) of Common Stock, par value $0.01 per share, of Great Western Bancorp, Inc., a Delaware corporation (the “Company”), we, as your counsel, have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion. This opinion is in addition to our opinion that was filed as Exhibit 5.1 to the Company’s registration statement of Form S-1 (File No. 333-203540) (the “Initial Registration Statement”), which Initial Registration Statement is incorporated by reference into the registration statement relating to the Securities (the “Registration Statement”) pursuant to Rule 462(b) of the Act.
Upon the basis of such examination, we advise you that, in our opinion, the Securities have been validly issued and are fully paid and nonassessable.
The foregoing opinion is limited to the Federal laws of the United States and the laws of the State of Delaware, and we are expressing no opinion as to the effect of the laws of any other jurisdiction.
We have relied as to certain factual matters on information obtained from public officials, officers of the Company and other sources believed by us to be responsible.
In rendering the foregoing opinion, we are not passing upon, and assume no responsibility for, any disclosure in any registration statement or any related prospectus or other offering material relating to the offer and sale of the Securities.
| Great Western Bancorp, Inc. | -2- |
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the heading “Validity of Common Stock” in the Prospectus. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.
| Very truly yours, |
| Sullivan & Cromwell LLP |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement on Form S-1 filed pursuant to Rule 462(b) of the Securities Act of 1933 of the reference to our firm under the caption “Experts” and to the incorporation by reference of our report dated December 12, 2014 (except Note 26, as to which the date is April 20, 2015) with respect to the consolidated financial statements of Great Western Bancorp, Inc. included in Amendment No. 1 to the Registration Statement (Form S-1 No. 333-203540) and related Prospectus of Great Western Bancorp, Inc. for the registration of its common stock.
/s/ Ernst & Young LLP
Chicago, Illinois
April 30, 2015