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): August 2, 2018

 

FIRST WESTERN FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

 

Colorado

 

001-38595

 

37-1442266

(State or other jurisdiction of
incorporation or organization)

 

(Commission
File Number)

 

(I.R.S. Employer
Identification No.)

 

1900 16th Street, Suite 1200
Denver, Colorado

 

80202

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (303) 531-8100

 

Former name or former address, if changed since last report: Not Applicable

 

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:

 

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

x                                  Emerging growth company

 

x                                  If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 



 

Item 7.01                                           Regulation FD Disclosure.

 

On August 2, 2018, First Western Financial, Inc. issued a press release reporting the redemption of its preferred stock and its subordinated notes due 2020, which is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

As provided in General Instruction B.2 to Form 8-K, the information furnished in Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01                                           Financial Statements and Exhibits.

 

(d)                                 Exhibits.

 

Exhibit
Number

 

Description

 

 

 

99.1

 

Press Release issued by First Western Financial, Inc. dated August 2, 2018

 

2



 

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, thereunto duly authorized.

 

 

FIRST WESTERN FINANCIAL, INC.

 

 

 

 

Date: August 3, 2018              

By:

/s/ Scott C. Wylie

 

Scott C. Wylie

 

Chairman, Chief Executive Officer and President

 

3


Exhibit 99.1

 

 

FOR IMMEDIATE RELEASE

 

First Western Financial, Inc. Redeems Preferred Stock and Subordinated Notes due 2020

 

DENVER, Colorado (August 2, 2018) — First Western Financial, Inc. (NASDAQ: MYFW), a financial holding company headquartered in Denver, Colorado (“First Western”), announced today that effective July 26, 2018 it has redeemed at par value all of its outstanding shares of preferred stock, which consisted of 8,559 shares of Series A preferred stock, 428 shares of Series B preferred stock, 11,881 shares of Series C preferred stock, and 41,000 shares of Series D preferred stock.  The aggregate redemption price for the preferred stock was $25.4 million, including accrued and unpaid dividends.

 

In addition, First Western also redeemed effective July 26, 2018 all of its subordinated notes due 2020 for an aggregate redemption price of $6.9 million, including accrued and unpaid interest.

 

The preferred stock and subordinated notes due 2020 were redeemed using the proceeds from First Western’s recently completed initial public offering, which closed on July 23, 2018.  First Western previously received all necessary regulatory approvals for these redemptions.

 

About First Western Financial, Inc.

 

First Western is a financial holding company headquartered in Denver, Colorado, with operations in Colorado, Arizona, Wyoming and California.  First Western Financial, Inc. and its subsidiaries provide a fully integrated suite of wealth management services on a private trust bank platform, which includes a comprehensive selection of deposit, loan, trust, wealth planning and investment management products and services.  First Western’s common stock is traded on the NASDAQ Global Select Market under the symbol “MYFW.”

 

Forward-Looking Statements

 

This communication contains certain “forward-looking statements” within the meaning of the U.S. federal securities laws. Such statements are based upon various facts and derived utilizing numerous important assumptions and are subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.  Statements preceded by, followed by or that otherwise include the words “believes,” “expects,” “anticipates,” “intends,” “projects,” “estimates,” “plans” and similar expressions or future or conditional verbs such as “will,” “should,” “would,” “may” and “could” are generally forward-looking in nature and not historical facts, although not all forward-looking statements include the foregoing.  Forward-looking statements reflect various assumptions and involve elements of subjective judgement and analysis, which may or may not prove to be correct, and which are subject to uncertainties and contingencies outside the control of First Western and its respective affiliates, directors, employees and other representatives, which could cause actual results to differ materially from those presented in this communication. No representations, warranties or guarantees are or will be made by First Western as to the reliability, accuracy or completeness of any forward-looking statements contained in this communication or that such forward-looking statements are or will remain reliable, accurate or complete based on current reasonable assumptions. You should not place undue reliance on any forward-looking statements contained in this communication. Any forward-looking statement speaks only as of the date on which it was initially made.  We undertake no obligation to publicly update or

 



 

revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise, unless required by law.

 

###

 

Media Contacts:

 

Scott C. Wylie
Chairman, Chief Executive Officer and President
303.531.8101

 

Julie A. Courkamp

Chief Financial Officer

303.531.8132