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