SC 13G/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

AMERANT BANCORP INC.

(Name of Issuer)

Class A Common Stock, par value $0.10 per share

(Title of Class of Securities)

023576101

(CUSIP Number)

December 31, 2020

(Date of Event which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

 

* 

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. 023576101    13G    Page 2 of 6 Pages

 

  1.    

  NAMES OF REPORTING PERSONS

 

  Perry Creek Capital LP

  2.  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☒

 

  3.  

  SEC USE ONLY

 

  4.  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

   5.     

  SOLE VOTING POWER

 

  0

   6.   

  SHARED VOTING POWER

 

  1,398,711

   7.   

  SOLE DISPOSITIVE POWER

 

  0

   8.   

  SHARED DISPOSITIVE POWER

 

  1,398,711

  9.    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  1,398,711

10.  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

11.  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

  4.8% (1)

12.  

  TYPE OF REPORTING PERSON (see instructions)

 

  IA

 

(1)

The percentage set forth in Row 11 of this Cover Page is based on 28,858,853 shares of Common Stock (as defined herein) outstanding as of November 5, 2020, as reported on the Form 10-Q of the Issuer (as defined herein) filed with the Securities and Exchange Commission on November 6, 2020 (“Form 10-Q”).


CUSIP No. 023576101    13G    Page 3 of 6 Pages

 

  1.    

  NAMES OF REPORTING PERSONS

 

  Perry Creek Capital Fund II LP

  2.  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☒

 

  3.  

  SEC USE ONLY

 

  4.  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

   5.     

  SOLE VOTING POWER

 

  0

   6.   

  SHARED VOTING POWER

 

  1,398,711

   7.   

  SOLE DISPOSITIVE POWER

 

  0

   8.   

  SHARED DISPOSITIVE POWER

 

  1,398,711

  9.    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  1,398,711

10.  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

11.  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

  4.8% (1)

12.  

  TYPE OF REPORTING PERSON (see instructions)

 

  PN

 

(1)

The percentage set forth in Row 11 of this Cover Page is based on 28,858,853 shares of Common Stock outstanding as of November 5, 2020, as reported on the Issuer’s Form 10-Q.


CUSIP No. 023576101    13G    Page 4 of 6 Pages

 

Item 1.

 

  (a)

Name of Issuer

Amerant Bancorp Inc.

 

  (b)

Address of Issuer’s principal executive offices

220 Alhambra Circle, Coral Gables, Florida 33134

Item 2.

 

  (a)

Name of person filing

This Schedule 13G is being filed on behalf of Perry Creek Capital LP (“Perry Creek”) and Perry Creek Capital Fund II LP (the “Fund”) with respect to the shares of Class A Common Stock, $0.10 par value per share (the “Common Stock”), of Amerant Bancorp Inc. (fka Mercantil Bank Holding Corporation), a Florida corporation (the “Issuer”), owned by the Fund.

Perry Creek acts as investment manager to the Fund, and accordingly exercises investment discretion with respect to the Common Stock directly owned by the Fund.

The filing of this statement should not be construed as an admission that Perry Creek is, for the purpose of Section 13 of the Act, the beneficial owner of the Common Stock reported herein.

 

  (b)

Address or principal business office or, if none, residence

150 East 58th Street, 17th Floor, New York, NY 10155

 

  (c)

Citizenship

See Row 4 of each Cover Page.

 

  (d)

Title of class of securities

Class A Common Stock, par value $0.10 per share

 

  (e)

CUSIP No.

023576101

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

           (a)       Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
  (b)       Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
  (c)       Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
  (d)       Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
  (e)       An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
  (f)       An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
  (g)       A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
  (h)       A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
  (i)       A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
  (j)       A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k)       Group, in accordance with §240.13d-1(b)(1)(ii)(K).


CUSIP No. 023576101    13G    Page 5 of 6 Pages

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4. Ownership.

The information required by Items 4(a)-(c) is set forth in Rows 5-11 of each Cover Page and is incorporated herein by reference.

Perry Creek expressly declares that this filing shall not be construed as an admission that it is, for the purposes of Sections 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this filing.

Item 5. Ownership of 5 Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☒.

Item 6. Ownership of More than 5 Percent on Behalf of Another Person.

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.


CUSIP No. 023576101    13G    Page 6 of 6 Pages

 

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATED: February 16, 2021

 

PERRY CREEK CAPITAL LP
By:  

/s/ Scott Kupersmith

Scott Kupersmith, Chief Financial Officer
PERRY CREEK CAPITAL FUND II LP
BY: PERRY CREEK CAPITAL GP II LLC, its general partner
By:  

/s/ Scott Kupersmith

Scott Kupersmith, Chief Financial Officer