Amerant Bancorp Inc. AMTB

expiry = 2020-12-18...AMERANT BANCORP INC. OF UP TO $50,000,000 OF SHARES OF ITS CLASS B COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $12.55 PER SHARE AND NOT LESS THAN $9.65 PER SHARE THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON DECEMBER 18, 2020, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION DATE”). Amerant Bancorp Inc. (“Amerant,” the “Company,” “we,” “us,” or “our”) is offering to purchase shares of our Class B common stock, par value...

expiry = 2020-12-18...(As Amended) For Cash up to $50,000,000 of Shares of its Class B Common Stock At a Purchase Price Not Greater Than $12.55 Per Share and Not Less Than $11.05 Per Share THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON DECEMBER 18, 2020, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION DATE”). THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION, AND YOU SHOULD CAREFULLY READ BOTH OF THESE DOCU...

listed = True...ximately 39% of our issued and outstanding Shares. The Offer is not conditioned on the receipt of financing or any minimum value of Shares being tendered. The Offer, however, is subject to other conditions. See Section 7, “Conditions of the Offer.” The Shares are listed on the Nasdaq Global Select Market (“Nasdaq”) and trade under the symbol “AMTBB”. On November 19, 2020, the last full trading day before we commenced the Offer, the last reported sale price of the Shares on the Nasdaq was $11.90 per Share, which is above the $9.65 per Share lower end of the price range for the Offer. It is possible that the Purchase Price could be below th...

mechanism = DUTCH...n, to amend the Offer to purchase additional Shares, subject to applicable law. See Sections 1 and 14. What will be the Purchase Price for the Shares and what will be the form of payment? We are conducting this Offer by means of a procedure commonly called a “modified Dutch auction.” This procedure allows you to select the price, within a price range specified by us, at which you are willing to sell your Shares or to tender your Shares at the Purchase Price determined pursuant to the Offer. We are offering to purchase Shares for cash up to $50,000,000, at a per share price not greater than $12.55 and not less than...

mechanism = FIXED...rk 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, the Company has elected to purchase 265,722 additional shares (2% of its o...

mechanism = FIXED...fer expired at 11:59 p.m., New York City Time, on December 18, 2020. Based on the final count by Computershare Trust Company, N.A., the depositary for the tender offer, a total of 4,940,037 shares of Class B Common Stock were properly tendered at or below the purchase price of $12.55 per share, and neither properly withdrawn nor tendered conditionally by shareholders with conditions that were not met. Included in the 4,249,785 shares Amerant accepted for purchase in the tender offer are 265,722 shares that Amerant has elected to purchase pursuant to its right to purchase up to an additional 2% of its outstanding shares of Clas...

must_tender_all = True...properly withdrawn prior to the Expiration Date would result in an aggregate purchase price of more than $50,000,000, we will purchase Shares in the following order of priority: • First, we will purchase all odd lots of less than 100 Shares from shareholders who properly tender all of their Shares at or below the Purchase Price and who do not properly withdraw them before the Expiration Date (tenders of less than all of the Shares owned, beneficially or of record, by any such Odd Lot Holder will not qualify for this preference) (the “Preferred Odd Lots”); - 6 - • Second, after purchasing all the Preferred Odd Lots that were proper...

must_tender_all = True...______ Shares. If, because of proration, the minimum number of Shares designated will not be purchased, Amerant may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering shareholder must have tendered all of his or her Shares and checked this box: ☐ The tendered Shares represent all Shares held by the undersigned. Certificate Nos. (if available): Name(s) of Record Holder(s): (Please Type or Print) - 3 - Address(es): Zip Code(s): Area Code(s) and Telephone Number(s): Signature(s): Dated: , 2020 If Shares will be tendered by book-entry transfer: Name of Tenderi...

price = USD 12.55...are 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 oversubscribe...

price = USD 12.55...e final count by Computershare Trust Company, N.A., the depositary for the tender offer, a total of 4,940,037 shares of Class B Common Stock were properly tendered at or below the purchase price of $12.55 per share, and neither properly withdrawn nor tendered conditionally by shareholders with conditions that were not met. Included in the 4,249,785 shares Amerant accepted for purchase in the tender offer are 265,722 shares that Am...

priority = True...fer”). Upon the terms and subject to the conditions of the Offer, promptly after the Expiration Date, we will determine a single price per Share (the “Purchase Price”), which will be not greater than $12.55 and not less than $9.65 per Share, that we will pay, subject to “odd lot” priority, proration and conditional tender provisions described in this Offer to Purchase, for Shares properly tendered at or below the Purchase Price in the Offer and not properly withdrawn, and accepted for payment, taking into account the number of Shares tendered pursuant to the Offer and the prices specified by the tendering shareholders. Th...

threshold = 100...below the Purchase Price and not properly withdrawn them before the Expiration Date. Therefore, it is possible that we will not purchase all of the Shares that you tender even if you tender them at or below the final Purchase Price. See Sections 1 and 6. If I own fewer than 100 Shares and I tender all of my Shares, will I be subject to proration? If you own, beneficially or of record, fewer than 100 Shares in the aggregate, you properly tender all of these Shares at or below the Purchase Price and do not properly withdraw them before the Expiration Date, and you complete the section titled “Odd Lots” in the Letter of...

threshold = 100...Shares. Accordingly, this section is to be completed ONLY if Shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 Shares. The undersigned either (check one box): ☐ is the beneficial or record owner of an aggregate of fewer than 100 Shares, all of which are being tendered; or ☐ is a broker, dealer, commercial bank, trust company or other nominee (the “Tendering Institution”) that (a) is tendering for the beneficial owner(s) Shares with respect to which it is the record holder, and (b) believes, based upon representations made to it by the beneficial owner(s), that each suc...

txn_type = CONSOLIDATION...$ 3.00 (2) Fourth quarter $ 12.35 (1) $ 7.44 (1) $ 17.50 $ 12.97 $ 26.46 (3) $ 8.91 (3) (1) Through November 19, 2020. (2) The shares of Class B common stock began trading on the Nasdaq on August 13, 2018. (3) On October 23, 2018, Amerant completed a 1-for-3 reverse stock split of the Company’s issued and outstanding shares of its Class A common stock and Class B common stock. On November 19, 2020, the last full trading day before we commenced the Offer, the closing price of the Shares on the Nasdaq was $11.90 per Share, which is above the $9.65 per Share lower end of the price range for the Offer. We recommend...

txn_type = TENDER_OFFEREX-99.(A)(1)(I) 4 d11725dex99a1i.htm EXHIBIT (A)(1)(I) Exhibit (a)(1)(I) Exhibit (a)(1)(I) AMENDED NOTICE OF GUARANTEED DELIVERY To Tender Shares of Class B Common Stock of Amerant Bancorp Inc. Pursuant to its Offer to Purchase Dated November 20, 2020 (As Amended) For Cash up to $50,000,000 of Shares of its Class B Common Stock At a Purchase Price Not Greater Than $12.55 Per Share and Not Less Than $11.05 Per Share THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON DECEMBER 18, 2020, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIM...

txn_type = TENDER_OFFER...and communications on behalf of the filing persons) CALCULATION OF FILING FEE Transaction Valuation* Amount of Filing Fee** $50,000,000 $5,455.00 * The transaction value is estimated only for purposes of calculating the filing fee. This amount is based on the offer to purchase up to $50,000,000 in value of shares of the Class B Common Stock, par value $0.10 per share, of Amerant Bancorp Inc. ** The amount of the filing fee, calculated in accordance with Rule 0–11 under the Securities Exchange Act of 1934, as amended, equals $109.10 per million dollars of the value of the transaction. ☒ Check the box if any par...

txn_type = TENDER_OFFER...O filed by Amerant on December 7, 2020 and Amendment No. 3 to the Tender Offer Statement on Schedule TO filed by Amerant on December 21, 2020 (together with any subsequent amendments and supplements thereto, the “Schedule TO”) in connection with the Company’s offer to purchase for cash up to an aggregate purchase price of $50,000,000 of shares of its Class B common stock, par value $0.10 per share (the “Shares”), at a per Share price not greater than $12.55 and not less than $11.05, net to the tendering shareholder in cash, less any applicable withholding taxes and without interest, upon the terms and subject...

accepted = 4249785...s of the tender offer. Amerant has been informed by the depositary that the proration rate for the tender offer, after giving effect to the priority for odd lots, is approximately 86.08%. Amerant has accepted for purchase 4,249,785 shares of its Class B Common Stock at a price of $12.55 per share, for an aggregate cost of approximately $53.3 million, excluding fees and expenses related to the tender offer. These shares represent approximately 32% of the shares of Class B Common Stock outstanding as of November 12...

expired_on = 2020-12-18...supplemented from time to time. Item 4. Terms of the Transaction. Item 4(b) of the Schedule TO is hereby amended and supplemented to add the following paragraphs at the end thereof: “The Tender Offer expired at 11:59 p.m., New York City Time, on December 18, 2020. Based on the final count by Computershare Trust Company, N.A., the depositary for the tender offer, a total of 4,940,037 shares of Class B Common Stock were properly tendered at or below the purchase price of $12.55 per share, and neither properly withdrawn nor tendered conditi...

final_price = 12.55...er 18, 2020. Based on the final count by Computershare Trust Company, N.A., the depositary for the tender offer, a total of 4,940,037 shares of Class B Common Stock were properly tendered at or below the purchase price of $12.55 per share, and neither properly withdrawn nor tendered conditionally by shareholders with conditions that were not met. Included in the 4,249,785 shares Amerant accepted for purchase in the tender offer are 265,722 shares that Amerant has elected to purchase pursuant to its right to purch...

oddlot_filled = YES...tional 2% of its outstanding shares of Class B Common Stock. The tender offer was oversubscribed and, pursuant to the terms of the tender offer, shares were accepted for purchase on a pro rata basis, except for tenders of odd lots, which were accepted in full, and except for certain conditional tenders automatically regarded as withdrawn pursuant to the terms of the tender offer. Amerant has been informed by the depositary that the proration rate for the tender offer, after giving effect to the priority for odd lots, is approximately...

tendered = 4940037...reof: “The Tender Offer expired at 11:59 p.m., New York City Time, on December 18, 2020. Based on the final count by Computershare Trust Company, N.A., the depositary for the tender offer, a total of 4,940,037 shares of Class B Common Stock were properly tendered at or below the purchase price of $12.55 per share, and neither properly withdrawn nor tendered conditionally by shareholders with conditions that were not met. Included in the 4,249,785 shares Amerant accepted for purchase in the tender offer are 265,722 shares that Amerant has...