0000899243-15-001819.txt : 20150728
0000899243-15-001819.hdr.sgml : 20150728
20150728213118
ACCESSION NUMBER: 0000899243-15-001819
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20150724
FILED AS OF DATE: 20150728
DATE AS OF CHANGE: 20150728
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Great Western Bancorp, Inc.
CENTRAL INDEX KEY: 0001613665
STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022]
IRS NUMBER: 471308512
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0930
BUSINESS ADDRESS:
STREET 1: 100 N. PHILLIPS AVE.
CITY: SIOUX FALLS
STATE: SD
ZIP: 57104
BUSINESS PHONE: 605-334-2548
MAIL ADDRESS:
STREET 1: 100 N. PHILLIPS AVE.
CITY: SIOUX FALLS
STATE: SD
ZIP: 57104
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: National Americas Holdings LLC
CENTRAL INDEX KEY: 0001622163
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0930
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36688
FILM NUMBER: 151010965
BUSINESS ADDRESS:
STREET 1: C/O GREAT WESTERN BANCORP, INC.
STREET 2: 100 NORTH PHILLIPS AVE.
CITY: SIOUX FALLS
STATE: SD
ZIP: 57104
BUSINESS PHONE: 605-334-2548
MAIL ADDRESS:
STREET 1: C/O GREAT WESTERN BANCORP, INC.
STREET 2: 100 NORTH PHILLIPS AVE.
CITY: SIOUX FALLS
STATE: SD
ZIP: 57104
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: NATIONAL AUSTRALIA BANK LTD
CENTRAL INDEX KEY: 0000833029
STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021]
STATE OF INCORPORATION: NY
FISCAL YEAR END: 0930
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36688
FILM NUMBER: 151010966
BUSINESS ADDRESS:
STREET 1: LEVEL 4, (UB4440)
STREET 2: 800 BOURKE STREET
CITY: DOCKLANDS, VIC 3008
STATE: C3
ZIP: 3001
BUSINESS PHONE: 61386342345
MAIL ADDRESS:
STREET 1: LEVEL 4, (UB4440)
STREET 2: 800 BOURKE STREET
CITY: DOCKLANDS, VIC 3008
STATE: C3
ZIP: 3001
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2015-07-24
0
0001613665
Great Western Bancorp, Inc.
GWB
0000833029
NATIONAL AUSTRALIA BANK LTD
LEVEL 1, 800 BOURKE STREET
DOCKLANDS, VICTORIA
C3
3008
AUSTRALIA
1
0
1
0
0001622163
National Americas Holdings LLC
245 PARK AVENUE
NEW YORK
NY
10167
1
0
1
0
Common Stock, par value $0.01 per share
2015-07-24
4
D
0
2666518
22.5013
D
13819596
I
See footnote
Common Stock, par value $0.01 per share
2015-07-27
4
S
0
12563269
22.5013
D
1256327
I
See footnote
Common Stock, par value $0.01 per share
2015-07-28
4
S
0
1256327
22.5013
D
0
I
See footnote
On July 24, 2015, National Americas Holdings LLC ("NAH"), a wholly owned subsidiary of National Australia Bank Limited ("NAB"), and NAB entered into a share repurchase agreement (the "Repurchase Agreement") with Great Western Bancorp, Inc. (the "Company"), providing for the repurchase by the Company of 2,666,518 shares of common stock of the Company from NAH having an aggregate purchase price of approximately $60 million (the "Share Repurchase").
On July 27, 2015, National Americas Holdings LLC ("NAH"), a wholly owned subsidiary of National Australia Bank Limited ("NAB"), and NAB entered into an underwriting agreement (the "Underwriting Agreement") with the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters listed on Schedule A thereto (the "Underwriters"), providing for the sale by NAH of 12,563,269 shares of common stock of the Company in an underwritten public offering (the "Offering") at a public share price of $23.50 per share. The Underwriting Agreement also granted the Underwriters an option to purchase up to an additional 1,256,327 shares of common stock of the Company from NAH within 30 days from the date of the Underwriting Agreement.
(Continued From Footnote 2) On July 28, 2015, the Underwriters exercised the option in full. As a result, NAH agreed to sell 13,819,596 shares to the Underwriters at a price of $22.50125 per share of common stock. The closing is expected to occur on July 31, 2015. After the closing and the Share Repurchase, NAB and NAH will have fully divested their beneficial ownership of shares of the Company's common stock.
These securities are owned of record by NAH. NAB, as the ultimate parent of NAH, is deemed to beneficially own all shares of common stock of the Company. The board of directors of NAB has the power to vote, or direct the vote of, and to dispose, or direct the disposition of, shares of common stock of the Company owned of record by NAH. Each of NAB and NAH may be deemed a director by deputization of the Company.
/s/ Louise Thomson, as Company Secretary for National Australia Bank Limited
2015-07-28
/s/ Mark Frucht, as Authorized Person for National Americas Holdings LLC
2015-07-28