Amerant Bancorp Inc. (AMTB) Earnings Call Transcript & Summary

Hello, and welcome to the Special Meeting of Shareholders of Amerant Bancorp Inc. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Mr. Rick Copeland, Chairman of Amerant Bancorp. Mr. Copeland, the floor is yours.

Thank you. Good morning. I'm Frederick Copeland, Chairman of the Board of Directors. I'm pleased to welcome you to the Special Meeting of the Shareholders of Amerant Bancorp Inc. It is now 4:30 p.m. on November 15, and I'm calling the meeting to order. Ivan Trujillo, our Chief Legal Officer and Corporate Secretary, will act as secretary of the meeting. I'd like to take this opportunity also to introduce the other members of our Board here with us today. Our Chief Executive Officer, Jerry Plush; and directors, Miguel Angel Capriles, Pamella Dana, Dolores Lare, Gustavo Marturet, John Quill, Guillermo Villar, Gustavo Vollmer and Millar Wilson. Jeannette Rocha of Computershare Trust Company, Amerant Bancorp's transfer agent, is present today and has been appointed to serve as the inspector of election. The company has been provided with an affidavit by Computershare certifying that notice of today's meeting was mailed to shareholders commencing on October 21, 2021. A list of shareholders of record as of October 14, 2021, and entitled to vote at this meeting has been open for inspection for 10 days prior to this meeting and is available for inspection by shareholders during this meeting. The inspector of election has reported that of the 29,016,008 outstanding shares of Amerant's Class A common stock and 8,471,120 outstanding shares of Class B common stock outstanding on the October 14, 2021, record date. 23,962,393 Class A shares or approximately 82.58% of Class A shares outstanding and 5,764,597 Class B shares or approximately 68.05% of Class B outstanding shares are represented in person or by proxy. Amerant's Class A common stock shareholders are entitled to 1 vote per share on the proposal to adopt an agreement and plan of merger between Amerant Bancorp and its newly formed wholly owned subsidiary, Amerant Merger SPV Inc., which I'll shorten to the merger proposal. And each matter to be voted on at the meeting, voting as a separate group. The company's B common stock shareholders are entitled to 1/10 of a vote per share on the merger proposal, voting as a separate group. The merger proposal is scheduled -- is subject to the approval of both the majority of the outstanding shares of Class A common stock voting as a class and also a majority of the outstanding shares of Class B common stock voting as a class. With the total votes of the shares of Class A common stock and the total votes of the shares of Class B common stock represented at today's meeting in person or by proxy, we have constituted a quorum with respect to the merger proposal. Having confirmed that we have a quorum, the agenda for today's meeting is available in a link in the virtual meeting site. It is our intention to conduct this meeting in accordance with that agenda. Shareholders may ask questions by calling the telephone numbers listed and following the instructions detailed in the virtual meeting site. Shareholders may also submit questions or comments by clicking on the Q&A icon located to the right of the screen, the top of the virtual meeting site. We intend to answer pertinent questions asked or submitted during the meeting following our official business and as time permits. Our single item of business today is the merger proposal, to adopt the agreement and plan of merger between Amerant Bancorp and its newly created wholly owned subsidiary, Amerant Merger SPV Inc. Information with respect to this merger proposal is set forth in the proxy statement, including the form of the merger agreement. If you have already voted by proxy, you do not need to take any further action to vote your shares unless you wish to change your vote. If you are logged into the virtual meeting as a shareholder and wish to revoke your proxy and vote your shares electronically during the virtual meeting or if you have not voted, you may do so by clicking on the Vote link on the virtual meeting site. Please proceed to vote if you wish to do so at this time. We will now pause briefly to allow for electronic voting. [Voting]

The time is now or 4:37 p.m., and the polls are closed. I'm now asking the inspector of election to tabulate the votes. I will now report the preliminary results of voting. The inspector of election has preliminarily reported that the merger proposal received the affirmative vote of a majority of votes cast by Amerant Bancorp's Class A shareholders and Class B shareholders voting as separate groups and has, therefore, been duly approved. Our formal business has been concluded, and I declare this portion of the meeting adjourned. We will be pleased to answer questions asked or submitted by the shareholders through the meeting center site. At this time, the company will answer questions by the shareholders. Are there any shareholders on the phone waiting to ask a question. Or were there any question submitted in writing?

No, there are no -- no questions were submitted.

There's nobody on the phone I can take, right?

No.

No questions on the phone line.

Yes. Okay. There being no questions. We thank you all for attending and for your continued support of Amerant. Our meeting has concluded. Thank you all.

This concludes the meeting. You may now disconnect.