SEC Comment Letter for Amerant Bancorp Inc. (AMTB) (CIK 0001734342) (AMTB) — Dec 3, 2020
Amerant Bancorp Inc. (AMTB) (CIK 0001734342)
Date: Dec. 3, 2020 · CIK: 0001734342 · Accession: 0000000000-20-011615
AI Filing Summary & Sentiment
Letter
December 3 , 2020 Via E -mail Esther L. Moreno , Esq. Akerman LLP Brickell City Centre 98 Southeast Seventh Street, Suite 1100 Miami, FL 33131
Re: Amerant Bancorp Inc. Amendment No. 1 to Schedule TO -I Filed November 3 0, 2020 File No. 005 -90924
Dear M s. Moreno :
The staff in the Office of Mergers and Acquisitions has reviewed the amended filing listed above, and we have the comment set forth below.
General
1. We note your response to prior comment 2 but are unable to agree with your conclusion that the price range satisfies the requirement to state the amount of consideration offered to security holders . In this respect, we are unaware of any recent modified Dutch auction tender offers completed by issuers using a range of this breadth. We have concerns that the price range is overly broad and thus inconsistent with Item 1004(a)(1) of Regulation M -A and Section 14(e) of the Securities and Exchange Act of 1934 . Accordingly, please revise the Offer materials to reflect a narrower price range and advise us of how you intend to re - disseminate the offer materials.
* * *
Esther L. Moreno, Esq. Akerman LLP December 3 , 2020 Page 2
We remind you that the registrant and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please direct any ques tions to me at (202) 551 -7951 .
Sincerely,
/s/ Joshua Shainess
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December 3 , 2020
Via E -mail
Esther L. Moreno , Esq.
Akerman LLP
Brickell City Centre
98 Southeast Seventh Street, Suite 1100
Miami, FL 33131
Re: Amerant Bancorp Inc.
Amendment No. 1 to Schedule TO -I
Filed November 3 0, 2020
File No. 005 -90924
Dear M s. Moreno :
The staff in the Office of Mergers and Acquisitions has reviewed the amended filing
listed above, and we have the comment set forth below.
General
1. We note your response to prior comment 2 but are unable to agree with your conclusion that
the price range satisfies the requirement to state the amount of consideration offered to
security holders . In this respect, we are unaware of any recent modified Dutch auction tender
offers completed by issuers using a range of this breadth. We have concerns that the price
range is overly broad and thus inconsistent with Item 1004(a)(1) of Regulation M -A and
Section 14(e) of the Securities and Exchange Act of 1934 . Accordingly, please revise the
Offer materials to reflect a narrower price range and advise us of how you intend to re -
disseminate the offer materials.
* * *
Esther L. Moreno, Esq.
Akerman LLP
December 3 , 2020
Page 2
We remind you that the registrant and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any ques tions to me at (202) 551 -7951 .
Sincerely,
/s/ Joshua Shainess
Joshua Shainess
Special Counsel
Office of Mergers and Acquisitions