UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 7.01. | Regulation FD Disclosure. |
On December 21, 2020, Amerant Bancorp Inc. (“Amerant”) issued a press release announcing the preliminary results of its modified “Dutch auction” tender offer to purchase, for cash, up to $50.0 million of shares of its Class B common stock, $0.10 par value per share (the “Class B Common Stock”), at a price per share not less than $11.05 and not greater than $12.55, which expired at 11:59 p.m., New York City time, on December 18, 2020. Based on the preliminary count by Computershare Trust Company, N.A., the depositary for the tender offer, a total of 4,940,289 shares of Class B Common Stock were properly tendered and not properly withdrawn at or below the purchase price of $12.55 per share, including 127,711 shares that were tendered by notice of guaranteed delivery. The number of shares conditionally tendered was 754,292 based on the preliminary count by the depositary.
The tender offer was oversubscribed. Pursuant to the terms of the tender offer, Amerant has elected to purchase 265,722 additional shares (2% of its outstanding shares of Class B Common Stock) and as a result it will purchase 4,249,785 shares at the final purchase price of $12.55 per share on a pro rata basis, except for tenders of odd lots, which will be accepted in full, for a total cost of approximately $53.3 million, excluding fees and expenses related to the tender offer. As such, Amerant has determined that the preliminary proration rate for the tender offer is approximately 86.07%. The shares expected to be purchased in the tender offer represent approximately 32% of Amerant’s shares of Class B Common Stock outstanding as of November 12, 2020.
The number of shares of Class B Common Stock to be purchased, the purchase price and the proration rate are preliminary and subject to change. The preliminary information contained in this Form 8-K and the press release is subject to confirmation by the depositary and is based on the assumption that all shares tendered through notice of guaranteed delivery will be delivered within the two trading day settlement period. The final number of shares to be purchased and the final purchase price will be announced following the expiration of the guaranteed delivery period and completion by the depositary of the confirmation process. Payment for the shares accepted for purchase under the tender offer, and return of all other shares tendered and not purchased, will occur promptly thereafter.
A copy of the press release relating to the announcement of the preliminary results of the tender offer is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein in its entirety.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Exhibit Description | |
| 99.1 | Press release, dated December 21, 2020. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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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.
| Amerant Bancorp Inc. | ||||||
| Date: December 21, 2020 | By: | /s/ Julio V. Pena | ||||
| Julio V. Pena | ||||||
| Senior Vice President and Assistant Corporate Secretary | ||||||
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