First Western Financial Inc S-3, filed Jan 6, 2022

First Western Financial Inc (MYFW)

S-3 2022-01-06

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	Colorado			37-1442266
	(state or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)

	Large Accelerated Filer ☐			Accelerated Filer ☒
	Non-Accelerated Filer ☐			Smaller Reporting Company ☒
				Emerging Growth Company ☒

	Page
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		1
PROSPECTUS SUMMARY		3
RISK FACTORS		5
USE OF PROCEEDS		5
THE SECURITIES WE MAY OFFER		5
DESCRIPTION OF DEBT SECURITIES		5
DESCRIPTION OF COMMON STOCK		13
DESCRIPTION OF PREFERRED STOCK		14
DESCRIPTION OF DEPOSITARY SHARES		20
DESCRIPTION OF WARRANTS		23
DESCRIPTION OF UNITS		24
PLAN OF DISTRIBUTION		25
LEGAL MATTERS		27
EXPERTS		27
INFORMATION INCORPORATED BY REFERENCE		28
WHERE YOU CAN FIND MORE INFORMATION		28

SEC Registration fee	$	9,270
FINRA Filing Fee		*
Legal fees and expenses		*
Accounting fees and expenses		*
Printing and related expenses		*
Transfer agent and trustee fees and expenses		*
Miscellaneous expenses		*
Total	$	*
	$	*

	Exhibit No.			Description
	1.1			Form of Underwriting Agreement*
	1.2			Form of Distribution Agreement (Debt securities)*
	3.1			Amended and Restated Articles of Incorporation of First Western Financial, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Form S-1/A filed with the Commission on July 3, 2018)
	3.2			Amended and Restated Bylaws of First Western Financial, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Form S-1/A filed with the Commission on July 3, 2018)
	4.1			Form of Indenture for senior Debt securities
	4.2			Form of Indenture for subordinated Debt securities
	4.3			Form of Senior Debt Security*
	4.4			Form of Subordinated Debt Security*
	4.5			Form of Warrant Agreement (Stock) (including form of warrant)*
	4.6			Form of Warrant Agreement (Debt) (including form of warrant)*
	4.7			Form of Deposit Agreement for Depositary shares*
	4.8			Form of Depositary Receipt*
	4.9			Form of Unit Agreement*

	Exhibit No.			Description
	4.10			Form of Unit Certificate*
	4.11			Form of Certificate of Designation of Preferred Stock*
	5.1			Opinion of Otteson Shapiro LLP
	23.1			Consent of Crowe LLP, Independent Registered Public Accounting Firm
	24.1			Powers of Attorney (included on signature page of this Registration statement)
	25.1			Form T-1 statement of Eligibility of Trustee for senior Indenture under the Trust Indenture Act of 1939**
	25.2			Form T-1 statement of Eligibility of Trustee for subordinated Indenture under the Trust Indenture Act of 1939**

				FIRST WESTERN FINANCIAL, INC.
				By:			/s/ Scott C. Wylie
							Scott C. Wylie
							Chief Executive Officer and President (principal executive officer)
				By:			/s/ Julie A. Courkamp
							Julie A. Courkamp
							Chief Financial Officer (Principal Financial Officer)

Signature	Title	Date
/s/ Scott C. Wylie Scott C. Wylie	Chairman, Chief Executive Officer and President (principal executive officer)	January 6, 2022
/s/ Julie A. Courkamp Julie A. Courkamp	Director, Chief Financial Officer and Treasurer (principal financial and accounting officer)	January 6, 2022
/s/ Julie A. Caponi Julie A. Caponi	Director	January 6, 2022
/s/ David R. Duncan David R. Duncan	Director	January 6, 2022

ARTICLE 1	DEFINITIONS	1

Section 1.01	Definitions of Terms	1

ARTICLE 2	IssUE, DEsCRIPTION, TERMs, EXECUTION, REGIsTRATION AND EXCHANGE OF sECURITIEs	4

Section 2.01	Designation and Terms of Securities	4
Section 2.02	Form of securities and Trustee’s Certificate	6
Section 2.03	Denominations: Provisions for Payment	6
Section 2.04	Execution and Authentications	7
Section 2.05	Registration of Transfer and Exchange	8
Section 2.06	Temporary Securities	9
Section 2.07	Mutilated, Destroyed, Lost or Stolen Securities	9
Section 2.08	Cancellation	9
Section 2.09	Benefits of Indenture	10
Section 2.10	Authenticating Agent	10
Section 2.11	Global Securities	10

ARTICLE 3	REDEMPTION OF sECURITIEs AND sINKING FUND PROVIsIONs	11

Section 3.01	Redemption	11
Section 3.02	Notice of Redemption	11
Section 3.03	Payment Upon Redemption	12
Section 3.04	Sinking Fund	12
Section 3.05	Satisfaction of Sinking Fund Payments with Securities	12
Section 3.06	Redemption of Securities for Sinking Fund	12

ARTICLE 4	COVENANTs	13

Section 4.01	Payment of Principal, Premium and Interest	13
Section 4.02	Maintenance of Office or Agency	13
Section 4.03	Paying Agents	13
Section 4.04	Appointment to Fill Vacancy in Office of Trustee	14
Section 4.05	Compliance with Consolidation Provisions	14

ARTICLE 5	sECURITYHOLDERs’ LIsTs AND REPORTs BY THE COMPANY AND THE TRUsTEE	14

Section 5.01	Company to Furnish Trustee Names and Addresses of Securityholders	14
Section 5.02	Preservation of Information; Communications With Securityholders	15
Section 5.03	Reports by the Company	15
Section 5.04	Reports by the Trustee	15

ARTICLE 6	REMEDIEs OF THE TRUsTEE AND sECURITYHOLDERs ON EVENT OF DEFAULT	16

Section 6.01	Events of Default	16
Section 6.02	Collection of Indebtedness and suits for Enforcement by Trustee	17
Section 6.03	Application of Moneys Collected	18
Section 6.04	Limitation on Suits	18
Section 6.05	Rights and Remedies Cumulative; Delay or Omission Not Waiver	19
Section 6.06	Control by Securityholders	19
Section 6.07	Undertaking to Pay Costs	19


ARTICLE 7	CONCERNING THE TRUsTEE	20

Section 7.01	Certain Duties and Responsibilities of Trustee	20
Section 7.02	Certain Rights of Trustee	21
Section 7.03	Trustee Not Responsible for Recitals or Issuance or Securities	22
Section 7.04	May Hold Securities	22
Section 7.05	Moneys Held in Trust	22
Section 7.06	Compensation and Reimbursement	22
Section 7.07	Reliance on Officer’s Certificate or Opinion of Counsel	23
Section 7.08	Disqualification; Conflicting Interests	23
Section 7.09	Corporate Trustee Required; Eligibility	23
Section 7.10	Resignation and Removal; Appointment of Successor	23
Section 7.11	Acceptance of Appointment By Successor	24
Section 7.12	Merger, Conversion, Consolidation or Succession to Business	25
Section 7.13	Preferential Collection of Claims Against the Company	25
Section 7.14	Notice of Default	25

ARTICLE 8	CONCERNING THE sECURITYHOLDERs	25

Section 8.01	Evidence of Action by Securityholders	25
Section 8.02	Proof of Execution by Securityholders	25
Section 8.03	Who May be Deemed Owners	26
Section 8.04	Certain Securities Owned by Company Disregarded	26
Section 8.05	Actions Binding on Future Securityholders	26

ARTICLE 9	sUPPLEMENTAL INDENTUREs	26

Section 9.01	Supplemental Indentures Without the Consent of Securityholders	26
Section 9.02	Supplemental Indentures wth Consent of Securityholders	27
Section 9.03	Effect of Supplemental Indentures	27
Section 9.04	Securities Affected by Supplemental Indentures	27
Section 9.05	Execution of Supplemental Indentures	27


ARTICLE 10	sUCCEssOR ENTITY	28

Section 10.01	Company May Consolidate, Etc.	28
Section 10.02	Successor Entity Substituted	28

ARTICLE 11	sATIsFACTION AND DIsCHARGE	29

Section 11.01	Satisfaction and Discharge of Indenture	29
Section 11.02	Discharge of Obligations	29
Section 11.03	Deposited Moneys to be Held in Trust	29
Section 11.04	Payment of Moneys Held by Paying Agents	29
Section 11.05	Repayment to Company	29

ARTICLE 12	IMMUNITY OF INCORPORATORs, sTOCKHOLDERs, OFFICERs AND DIRECTORs	30

Section 12.01	No Recourse	30

ARTICLE 13	MISCELLANEOUS PROVISIONS	30

Section 13.01	Effect on Successors and Assigns	30
Section 13.02	Actions by Successor	30
Section 13.03	Surrender of Company Powers	30
Section 13.04	Notices	30
Section 13.05	Governing Law; Jury Trial Waiver	30
Section 13.06	Treatment of Securities as Debt	31
Section 13.07	Certificates and Opinions as to Conditions Precedent	31
Section 13.08	Payments on Business Days	31
Section 13.09	Conflict with Trust Indenture Act	31
Section 13.10	Counterparts	31
Section 13.11	Separability	32
Section 13.12	Compliance Certificates	32
Section 13.13	USA PATRIOT ACT	32
Section 13.14	Calculations	32

	FIRST WESTERN FINANCIAL, INC.,
	as Issuer

	By:
	Name:
	Title:

	[TRUSTEE], as Trustee

	By:
	Name:
	Title:

Section of Trust Indenture Act of 1939, as amended	Section of Indenture
310(a)	7.09
310(b)	7.08 7.10
311(a)	7.13
311(b)	7.13
312(a)	5.01 5.02(a)
312(b)	5.02(c)
312(c)	5.02(c)
313(a)	5.04(a)
313(b)	5.04(b)
313(c)	5.04(a) 5.04(b)
313(d)	5.04(c)
314(a)	5.03 13.12
314(c)	13.07(a)
314(e)	13.07(b)
315(a)	7.01(a) 7.01(b)
315(b)	7.14
315(c)	7.01(a)
315(d)	7.01(b)
315(e)	6.07
316(a)	6.06 8.04
316(b)	6.04
316(c)	8.01
317(a)	6.02
317(b)	4.03
318(a)	13.09

	Section 10.1	Company May Consolidate, Etc.	23
	Section 10.2	Successor Entity Substituted	23

	FIRST WESTERN FINANCIAL, INC.,
	as Issuer

	By:
	Name:
	Title:

	[TRUSTEE], as Trustee

	By:
	Name:
	Title: