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): February 28, 2020

 

 

Amerant Bancorp Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Florida		001-38534		65-0032379
(State or other jurisdiction of incorporation		(Commission file number)		(IRS Employer Identification Number)

220 Alhambra Circle

Coral Gables, Florida 33134

(Address of principal executive offices)

(305) 460-8728

(Registrant’s telephone number, including area code)

 

 

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:

 

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

 

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

 

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

 

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

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbols		Name of exchange on which registered
Class A Common Stock		AMTB		NASDAQ
Class B Common Stock		AMTBB		NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  ☒

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 4, 2020, Amerant Bancorp Inc. (“Amerant” or the “Company”) announced (i) the resignation of Alberto Peraza as Co-President and Chief Financial Officer and (ii) the appointment of Carlos Iafigliola as interim Chief Financial Officer. Mr. Peraza presented the Company with his resignation letter on February 28, 2020, effective March 16, 2020 as discussed below. The Board appointed Mr. Iafigliola as interim Chief Financial Officer on March 4, 2020, effective March 16, 2020.

In order to assist with an orderly transition of his responsibilities, Mr. Peraza has indicated his willingness to remain in the roles of Co-President and Chief Financial Officer through the filing of Amerant’s Annual Report on Form 10-K for the 2019 fiscal year and that his resignation will be effective March 16, 2020. After that date, Mr. Peraza has agreed to serve as an advisor to the Company through April 28, 2020, primarily to ensure a smooth transition on such terms as will be mutually agreed to by the Company and Mr. Peraza.

Mr. Peraza has indicated to the Company that his resignation (i) is not the result of any dispute or disagreement with Amerant’s accounting principles or practices or financial statements and disclosures, and (ii) is motivated by personal reasons.

The following is a brief summary of Mr. Iafigliola’s business experience.

Carlos Iafigliola, 43, joined Amerant in 2004, serving in various management positions in the Treasury area, including most recently as Senior Vice President and Treasury Manager since 2015. In this capacity, he has been responsible for balance sheet management and overall supervision of the Company’s treasury functions, including management of the investment portfolio, professional funding, and relationships with regulatory agencies and financial markets participants. Mr. Iafigliola chairs the Finance Committee and is a member of the Asset-Liability Committee. Mr. Iafigliola earned a degree in Economics from Universidad Católica Andres Bello in Caracas, Venezuela in 1998 and a Masters in Finance from Instituto de Estudios Superiores de Administración (IESA) in 2003.

Mr. Iafigliola will continue to serve as Senior Vice President and Treasury Manager during his tenure as interim Chief Financial Officer. Mr. Iafigliola in his capacity as interim Chief Financial Officer will also serve as the principal financial officer of the Company.

There are no arrangements or understandings between Mr. Iafigliola and any other persons in connection with his appointment. No family relationship exists between Mr. Iafigliola and any of Amerant’s directors or executive officers.

There are no related-party transactions in which Mr. Iafigliola or any of his immediate family members has an interest that would require disclosure under Item 404(a) of Regulation S-K.

A copy of the press release announcing the resignation of Mr. Peraza and the appointment of Mr. Iafigliola is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

 

Number		Exhibit
99.1		Press Release of Amerant Bancorp Inc. issued March 4, 2020

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 hereunto duly authorized.

 

Date: March 4, 2020				Amerant Bancorp Inc.
				By:		/s/ Ivan E. Trujillo
						Name: Ivan E. Trujillo
						Title: Executive Vice President – Chief Legal Officer and Corporate Secretary

Exhibit 99.1

 

CONTACTS:

Investors

InvestorRelations@amerantbank.com

(305) 460-8728

Media

media@amerantbank.com

(305) 441-8414

AMERANT BANCORP ANNOUNCES THE RESIGNATION OF CFO ALBERTO PERAZA AND

APPOINTMENT OF CARLOS IAFIGLIOLA AS INTERIM CFO

Coral Gables, Fla., March 4, 2020 – Amerant Bancorp Inc. (NASDAQ: AMTB and AMTBB) (the “Company”) announced today that Alberto Peraza has resigned as the Company’s Co-President and Chief Financial Officer, effective March 16, 2020, to pursue other interests. During this time, Mr. Peraza will continue in his position through the filing of the Company’s 2019 Annual Report on Form 10-K. After that date, he will serve as an advisor to the Company through April 28, 2020 to assist with transition efforts.

Amerant has appointed Carlos Iafigliola, currently the Company’s head of Treasury, as interim Chief Financial Officer, effective March 16, 2020.

Mr. Peraza’s resignation is for personal reasons and is in no way related to Amerant’s business performance, financial reporting or controls, where the Company has built a solid finance function.

“On behalf of Amerant, I want to thank Al for his valuable and significant contributions to the Company over the past 28 years,” said Amerant’s Vice-Chairman and CEO, Millar Wilson. “Al has been instrumental to the success of the Company and played a key role in our 2018 IPO, as well as our subsequent transformation into a domestically-focused community bank. We appreciate Al’s dedication to Amerant all these years and wish him all the best in his new endeavors.”

“We are fortunate to have an executive with Carlos’ experience serve as interim CFO,” added Wilson. “His in-depth knowledge of capital markets was integral to our leadership team during the IPO process, and we continue to recognize his contributions to our success over the past year.”

During his tenure at Amerant which began in 2004, Mr. Iafigliola has held various management positions in the Treasury area and most recently has served as our Senior Vice President and Treasury Manager since 2015. He has been responsible for balance sheet management and overall supervision of the Company’s treasury functions, including management of the investment portfolio, professional funding, and relationships with regulatory agencies and financial markets participants. Carlos chairs the Finance Committee and is a member of the Asset-Liability Committee. Mr. Iafigliola earned a degree in Economics from Universidad Católica Andres Bello in Caracas, Venezuela in 1998 and a Masters in Finance from Instituto de Estudios Superiores de Administración (IESA) in 2003.

Cautionary Notice Regarding Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, including, without limitation, that Mr. Peraza is expected to serve as an advisor to the Company through April 28, 2020 to assist with the transition efforts and other statements that are not historical facts. All statements other than statements of historical fact are statements that could be forward-looking statements. You can identify these forward-looking statements through our use of words such as “may,” “will,” “anticipate,” “assume,” “should,” “indicate,” “would,” “believe,” “contemplate,” “expect,” “estimate,” “continue,” “plan,” “point to,” “project,” “could,” “intend,” “target,” “goals,” “outlooks,” “modeled,” and other similar words and expressions of the future.

 

1

 

Forward-looking statements, including those as to our beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions, involve known and unknown risks, uncertainties and other factors, which may be beyond our control, and which may cause the Company’s actual results, performance, achievements, or financial condition to be materially different from future results, performance, achievements, or financial condition expressed or implied by such forward-looking statements. You should not rely on any forward-looking statements as predictions of future events. You should not expect us to update any forward-looking statements. All written or oral forward-looking statements attributable to us are expressly qualified in their entirety by this cautionary notice, together with those risks and uncertainties described in “Risk factors” in our annual report on Form 10-K for the fiscal year ended December 31, 2018 and in our other filings with the U.S. Securities and Exchange Commission (the “SEC”), which are available at the SEC’s website www.sec.gov.

About Amerant Bancorp Inc.

Amerant Bancorp Inc. is a bank holding company headquartered in Coral Gables, Florida. The Company operates through its subsidiaries, Amerant Bank, N.A. (the “Bank”), Amerant Investments, Inc., Amerant Trust, N.A, and Elant Bank and Trust Ltd. The Company provides individuals and businesses in the U.S., as well as select international clients, with deposit, credit and wealth management services. The Bank, which has operated for over 40 years, is the largest community bank headquartered in Florida. The Bank operates 27 banking centers – 19 in South Florida, 8 in the Houston, Texas area, and loan production offices in Dallas, Texas and New York, New York. For more information, please visit www.amerantbank.com or https://investor.amerantbank.com.

 

2