Under the caption “The Merger--Background of the Merger,” beginning on page 47, the proxy statement/prospectus is supplemented with the addition of the following section:
Certain Forward-Looking Information Provided by Western Liberty
In the course of the due diligence examinations, Western Liberty provided Western Alliance with financial projections prepared by Western Liberty’s senior management for the years ended December 31, 2012, 2013 and 2014. The financial projections were also provided to Sandler O’Neill and Sandler O’Neill’s net present value analysis, as summarized beginning on page 60 of the proxy statement/prospectus, assumed that Western Liberty would perform in the future in accordance with the financial projections. The net present value analysis was one of several methodologies employed by Sandler O’Neill in considering the fairness from a financial point of view of the per share consideration payable to shareholders of Western Liberty in the merger. Projected year-end assets, equity, tangible equity and net income for Western Liberty for the three years ending December 31, 2012, 2013 and 2014 presented to Western Alliance and Sandler O’Neill are set forth below. The inclusion of the projections in this document should not be interpreted as an indication that Western Liberty considers this information to be a reliable prediction of its future results of operations as a separate independent company, and this information should not be relied upon for that purpose.
|For the Year Ended December 31,|
|Western Liberty||(in thousands)|
Total stockholders’ equity
|Less: Intangible assets||$699||$560||$553|
|Total tangible stockholders’ equity (1)||$||72,001||$||71,140||$||71,547|
Total tangible stockholders’ equity is a non-GAAP financial measure. Western Liberty believes tangible stockholders’ equity provides useful information to facilitate comparison of results for ongoing business operations with others in the banking industry. Non-GAAP financial measures have inherent limitations, are not required to be uniformly applied and are not audited. Readers should be aware of these limitations and should be cautious as to their use of such measures. These non-GAAP measures should not be considered in isolation, or as a substitute for GAAP basis financial measures.
The projections that are summarized above were not prepared for the purpose, or with any expectation, of public disclosure, nor were they intended to comply with the guidelines for financial forecasts established by the American Institute of Certified Public Accountants or any other established guidelines regarding projections or forecasts. In addition, they were not reviewed or compiled by any accounting firm of Western Liberty, either in connection with their preparation or for the purpose of providing any opinion with respect thereto. The reports of the independent registered public accounting firm of Western Liberty incorporated by reference in this document relate solely to the historical financial information of the Western Liberty as referred to therein. Such reports do not extend to the above summary of the projections and should not be read as doing so.
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