CLASS B SHARE PURCHASE AGREEMENT
THIS CLASS B SHARE PURCHASE AGREEMENT (this Agreement) dated as of December 27, 2018 is by and between MERCANTIL BANK HOLDING CORPORATION, a Florida corporation (the Company), and MERCANTIL SERVICIOS FINANCIEROS, C.A., a Venezuela corporation (MSF).
MSF beneficially owns 3,532,456.66 shares of the Companys issued and outstanding Class B common stock, $.10 par value per share (Class B Shares). The Class B Shares are held in trust for the benefit of MSF (the Trust) by TMI Trust Company, a Texas trust company, solely as trustee and not in its individual capacity (the Trustee), pursuant to the Distribution Trust Agreement, dated as of March 12, 2018, between the Company, MSF, and the Trustee, as amended by Amendment No. 1 dated as June 12, 2018 and Amendment No. 2 dated as December 20, 2018 (the Trust Agreement). The Class B Shares are nonvoting securities for purposes of the United States Bank Holding Company Act of 1956 (the BHC Act).
The Company has offered shares of its Class A common stock, $.10 par value per share (Class A Shares), in an underwritten initial public offering (IPO). The IPO also includes 4,922,477 Class A Shares offered by MSF as the Selling Shareholder. The Company will use net proceeds it has received from the sale of newly issued Class A Shares sold by the Company in the IPO to purchase the Class B Shares from MSF pursuant to this Agreement.
The Company and MSF are parties to the Amended and Restated Separation and Distribution Agreement dated as of June 12, 2018 (the Separation Agreement), the Registration Rights Agreement dated as of June 12, 2018 (the Registration Rights Agreement), and a Letter Agreement dated October 5, 2018 (the Letter Agreement). The Company and MSF have entered into an Underwriting Agreement dated December 19, 2018 (the Underwriting Agreement) among the Company, MSF and Raymond James & Associates, Inc. (Raymond James), as representative of the underwriters (the Underwriters) named therein in connection with the IPO. The Company and MSF have negotiated the terms of such Underwriting Agreement.
After a full marketing effort, the Company and MSF agreed in the Underwriting Agreement to a sale price to the public of $13.00 per Class A Share (the Class A Share Price). The IPO closed on December 21, 2018 (the IPO Closing), when all Class A Shares held beneficially by MSF as selling shareholder were sold. The Company sold 1,377,532 Class A Shares for an aggregate of $17,907,916 at the IPO Closing. The Underwriting Agreement grants the Underwriters a 30 day option (the Over-Allotment Option) to purchase 945,000 additional Class A Shares (the Additional Shares). The Over-Allotment Option has not been exercised as of the date of this Agreement.
Section 5.2(f) of the Underwriting Agreement provides that MSF shall seek to sell any Retained Shares that remain outstanding following the Offering (subject to the conditions of the Lock-up Agreement) and shall contribute to the Company all remaining Retained Class B Shares (as defined below), if any, beneficially owned by it, if any, on April 20, 2019.