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 7, 2020, Amerant Bancorp Inc. (“Amerant”) issued a press release announcing that it has adjusted the price range of its tender offer to purchase up to $50.0 million in aggregate purchase price of its issued and outstanding shares of Class B common stock, par value $0.10 per share (each, a “Share” and, collectively, the “Shares”), or such lesser aggregate purchase price of Shares as are properly tendered and not properly withdrawn. Following the adjustment, the purchase price in the tender offer shall not be greater than $12.55 nor less than $11.05 per Share to the tendering shareholders in cash, less any applicable withholding taxes and without interest, with the exact price to be determined through a “modified Dutch auction” pricing mechanism. The aggregate tender offer purchase price of up to $50.0 million remains unchanged. The expiration date of the tender offer also remains unchanged, and is currently scheduled for 11:59 p.m., New York City time, on December 18, 2020, unless the offer is extended or terminated. The full terms and conditions of the tender offer are discussed in the Offer to Purchase, dated November 20, 2020 (as amended and supplemented to the date hereof, “Offer to Purchase”), and the associated Letter of Transmittal and other materials relating to the tender offer that Amerant initially filed on November 20, 2020 (each as amended) with the Securities and Exchange Commission.
A copy of the press release relating to the announcement of the adjustment to the price range 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 7, 2020. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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 7, 2020 | By: | /s/ Julio V. Pena | ||||
| Julio V. Pena | ||||||
| Senior Vice President and Assistant Corporate Secretary | ||||||