Item 8.01 Other Events.
On August 2, 2022, Amerant Bancorp Inc. (the "Company") completed an
intra-company transaction, pursuant to which the Company's wholly owned
subsidiary, Amerant Florida Bancorp Inc. ("Intermediate Holdco"), merged with
and into the Company, with the Company as the surviving Company (the "Merger").
In connection with the Merger, all assets of Intermediate Holdco have vested in
the Company and the Company has assumed all obligations of Intermediate Holdco,
including those under the Senior Note Indenture, the Subordinated Note
Indenture, and the TRUPS Documents (each as defined below). For additional
information about the Senior Note Indenture, the Subordinated Note Indenture,
and the TRUPS Documents, please refer to the Company's reports filed with the
U.S. Securities and Exchange Commission.
Outstanding Senior Notes and Subordinated Notes
The Company, Intermediate Holdco, as guarantor, and the Bank of New York Mellon,
as trustee ("Senior Note Trustee"), previously entered into a Senior Note
Indenture, dated as of June 23, 2020, as supplemented by a First Supplemental
Indenture, dated as of June 23, 2020, pursuant to which the Company issued, and
Intermediate Holdco guaranteed, $46.0 million of 5.75% Senior Notes due 2025
(the "Senior Notes"). In addition, on March 9, 2022, the Company, Intermediate
Holdco as guarantor, and UMB Bank, National Association, as trustee
("Subordinated Note Trustee") entered into a Subordinated Note Indenture,
pursuant to which the Company issued, and Intermediate Holdco guaranteed,
$30,000,000 of 4.250% Fixed-to-Floating Rate Subordinated Notes due 2032 (the
"Subordinated Notes" and, together with the Senior Notes, the "Notes").
In connection with the Merger, on August 2, 2022, the Company entered into
supplemental indentures with each of the Senior Note Trustee and the
Subordinated Note Trustee, pursuant to which the Company expressly and
unconditionally assumed any and all obligations of Intermediate Holdco, as
guarantor, with respect to each series of Notes.
Outstanding Junior Subordinated Debentures
Until the effective time of the Merger, Intermediate Holdco was the obligor
under five series of junior subordinated debentures (collectively, the "TRUPS
Debt Securities") related to the Company's outstanding trust preferred
securities. Each series of TRUPS Debt Securities was issued pursuant to an
indenture entered into with Wilmington Trust Company, as Trustee (the "TRUPS
Trustee," and such indentures, collectively, the "TRUPS Debt Indentures").
In connection with the Merger, on August 2, 2022, the Company entered into
supplemental indentures to each of the TRUPS Debt Indentures, pursuant to which
the Company expressly assumed the obligations of Intermediate Holdco with
respect to each series of the TRUPS Debt Securities. In addition, the Company
succeeded and was substituted for Intermediate Holdco, as sponsor, under each of
the related Declarations of Trust (collectively, the "Declarations of Trust"),
and as guarantor, under each of the related Guarantee Agreements (collectively,
the "Guarantee Agreements" and, together with the TRUPS Debt Indentures and the
Declarations of Trust, the "TRUPS Documents").
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses