Exhibit 99.1
Amerant Bancorp Inc. Announces Final Results of its Successful Modified Dutch Auction Tender Offer
CORAL GABLES, Fla., Dec. 23, 2020 (GLOBE NEWSWIRE) – Amerant Bancorp Inc. (NASDAQ: AMTB and AMTBB) (the “Company” or “Amerant”) announced today the final results of its successful 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. As described below, the tender offer was oversubscribed and achieved the purpose of providing liquidity to the Company’s shareholders while also generating value to all remaining shareholders since the accretion over tangible book value after the completion of this transaction is estimated to be $ 0.74 per share.
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of Class B Common Stock were properly tendered at or below the purchase price of $12.55 per share, and neither properly withdrawn nor tendered conditionally by shareholders with conditions that were not met.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 the Company accepted for purchase in the tender offer are 265,722 shares that the Company has elected to purchase pursuant to its right to purchase up to an additional 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tenders of odd lots, which were accepted in full, and except for certain conditional tenders automatically regarded as withdrawn pursuant to the terms of the tender offer. The Company 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, 2020 and approximately 10% of the total shares of Class A Common Stock and Class B Common Stock outstanding as of November 12, 2020.
Computershare Trust Company, N.A. will promptly issue payment for the shares of Class B Common Stock validly tendered and accepted for purchase in the tender offer.
Amerant may, in the future, decide to purchase additional shares of Class B Common Stock in the open market subject to market conditions, private transactions, tender offers or otherwise subject to applicable law. Any such purchases may be on the same terms as, or on terms that are more or less favorable to shareholders than, the terms of this tender offer. Whether Amerant makes additional repurchases in the future will depend on many factors, including but not limited to its business and financial performance, the business and market conditions at the time, including the price of the shares of Class B Common Stock, and other factors the Company considers relevant.
The information in this press release describing the tender offer is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell shares of Class B Common Stock in the tender offer. The tender offer was made only pursuant to the Offer to Purchase and the related materials that the Company filed with the SEC, as amended or supplemented.
Keefe, Bruyette & Woods, a Stifel Company, acted as dealer manager and information agent for the tender offer. Akerman LLP served as legal counsel to Amerant and Squire Patton Boggs (US) LLP served as legal counsel to Keefe, Bruyette & Woods, a Stifel Company.
About Amerant Bancorp Inc.
The Company 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
