Hilltop Holdings Inc. HTH

election_required = True...will I be subject to proration? If you own, beneficially or of record, fewer than an aggregate of 100 shares, you properly tender all of such shares at or below the Purchase Price prior to the Expiration Date (and do not properly withdraw such shares) and you complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, and all conditions to the tender offer are satisfied or waived, we will purchase all of your shares without subjecting them to proration. See Section 1. -5- Can I change my mind after I have tendered shares in the tender offer, but before the Expiration Date? Yes. You may withdraw...

expiry = 2020-10-30...to $350,000,000 of its Common Stock At a Purchase Price Not Less Than $18.25 Per Share and Not More Than $21.00 Per Share CUSIP: 432748101 THE TENDER OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON OCTOBER 30, 2020, UNLESS THE TENDER OFFER IS EXTENDED OR TERMINATED. Hilltop Holdings Inc., a Maryland corporation (“Hilltop,” the “Company,” “we,” “us,” or “our”), hereby offers to purchase for cash up to $350,000,000 of shares of its issued and outstandi...

expiry = 2020-10-30...rchase captioned “Introduction” is hereby amended and supplemented as follows: · The second paragraph under “To Our Holders of Common Stock” is hereby amended and restated to state: “The tender offer will expire at 12:00 midnight, New York City time, at the end of the day on October 30, 2020 (such date and time, as the same may be extended, the “Expiration Date”), unless extended or terminated. We may, in our sole discretion, extend the period of time in which the tender offer will remain open. We may also terminate the tender...

expiry = 2020-11-13...Up to $350,000,000 of Its Common Stock to Increase the Purchase Price to Not Less Than $21.00 Per Share and Not More Than $24.00 Per Share THE TENDER OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON NOVEMBER 13, 2020, UNLESS THE TENDER OFFER IS EXTENDED OR TERMINATED. On September 23, 2020, Hilltop Holdings Inc., a Maryland corporation (“Hilltop,” the “Company,” “we,” “us,” or “our”), distributed an offer to purchase (the “Original Offer to Purchase”)...

listed = True...m us and transmitting payment to the tendering stockholders. See Section 5. THE TENDER OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE TENDER OFFER IS, HOWEVER, SUBJECT TO OTHER CONDITIONS. SEE SECTION 7. Our shares are listed and traded on the New York Stock Exchange (“NYSE”) under the trading symbol “HTH.” On September 22, 2020, the last trading day prior to the commencement by the Company of the tender offer, the last reported sale price of the shares on the NYSE was $18.19 per share. You are urged to obtain current market quotations for the shares. See Section 8. OUR BOARD OF DIRECTORS HAS APPROVED THE T...

listed = True..., withdrawn or terminated (the “Expiration Date”). THE TENDER OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE TENDER OFFER IS, HOWEVER, SUBJECT TO OTHER CONDITIONS. SEE SECTION 7 OF THE OFFER TO PURCHASE. Our shares are listed and traded on the New York Stock Exchange (“NYSE”) under the trading symbol “HTH.” We publicly announced our intention to commence the tender offer on September 23, 2020. On September 22, 2020, the last trading day prior to the commencement of the tender offer, the last reported sale price of the shares on the NYSE was $18.19 per share. On October 30, 2020, we announced that we increas...

mechanism = DUTCH...ase where you will find a more complete discussion. Who is offering to purchase my shares? We (Hilltop Holdings Inc.) are offering to purchase your shares. See Section 1. What will be the Purchase Price for the shares? We are conducting an offer by means of a modified “Dutch auction.” We are offering to purchase up to $350,000,000 of shares, upon the terms and subject to the conditions of the tender offer, at a Purchase Price (to be determined as provided herein) of not less than $18.25 per share and not more than $21.00 per share, less any applicable withholding taxes and without interest, for each share we purchas...

mechanism = DUTCH...ender up to $350,000,000 of shares of our common stock, $0.01 par value per share (the “shares”), for purchase by us at a price not less than $18.25 per share and not more than $21.00 per share, less any applicable withholding taxes and without interest, in a modified “Dutch auction” tender offer (the “tender offer”). The Company, by this supplement (this “Supplement,” and together with the Original Offer to Purchase, as the same may be further amended or supplemented from time to time, the “Offer to Purchase”), amends the Original Offer to Purchase. Each reference in the Original Offer to Purchase to the minimum pu...

must_tender_all = True...t the maximum price at which such shares were properly tendered, have been properly tendered and not properly withdrawn prior to the Expiration Date, we will purchase shares: · first, from all stockholders of “odd lots” (persons who own fewer than 100 shares) who properly tender all of their shares at or below the Purchase Price and do not properly withdraw them prior to the Expiration Date; · second, subject to the conditional tender provisions described in Section 6, on a pro rata basis, with appropriate adjustment to avoid purchases of fractional shares, from all other stockholders who properly tender shares at or below the Purc...

must_tender_all = True...t the maximum price at which such shares were properly tendered, have been properly tendered and not properly withdrawn prior to the Expiration Date, we will purchase shares: · first, from all stockholders of “odd lots” (persons who own fewer than 100 shares) who properly tender all of their shares at or below the Purchase Price and do not properly withdraw them prior to the Expiration Date; · second, subject to the conditional tender provisions described in Section 6, on a pro rata basis, with appropriate adjustment to avoid purchases of fractional shares, from all other stockholders who properly tender shares at or below the Purc...

no_priority = True...HOLDERS (AS DEFINED IN SECTION 13) MAY BE SUBJECT TO U.S. FEDERAL WITHHOLDING TAX AT A RATE OF 30% ON THE GROSS PROCEEDS PAID PURSUANT TO THE TENDER OFFER. SEE SECTION 3 AND SECTION 13. 6. Conditional Tender of Shares. Subject to the exception for holders of odd lots, in the event of an oversubscription of the tender offer, shares tendered prior to the Expiration Date will be subject to proration. See Section 1. As discussed in Section 13, the number of shares to be purchased from a particular stockholder may affect the U.S. federal income tax treatment of the purchase to the stockholder and the stockholder’s decision whether to tender. Accordingly, a stockholder may tender shares subject to the condition that a specified minimum...

price = USD 18.25-21.0...X-99.(A)(1)(I) 2 tm2031463d1_exa1i.htm EXHIBIT 99.A1I Exhibit (a)(1)(i) HILLTOP HOLDINGS INC. Offer to Purchase for Cash Up to $350,000,000 of its Common Stock At a Purchase Price Not Less Than $18.25 Per Share and Not More Than $21.00 Per Share CUSIP: 432748101 THE TENDER OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON OCTOBER 30, 2020, UNLESS THE TENDER OFFER IS EXTENDED OR TER...

price = USD 18.25-21.0...thereto, the “Schedule TO”), in connection with the Company’s offer to purchase for cash up to $350,000,000 of its common stock, $0.01 par value per share, at a price per share of not less than $18.25 and not more than $21.00 in cash, without interest and subject to any applicable withholding taxes. Only those items amended or supplemented are reported in this Amendment No. 1. Except as specifically provided herein, the information contained...

price = USD 21.0-24.0...tm EXHIBIT 99.A1VII Exhibit (a)(1)(vii) HILLTOP HOLDINGS INC. Supplement to the Offer to Purchase for Cash Up to $350,000,000 of Its Common Stock to Increase the Purchase Price to Not Less Than $21.00 Per Share and Not More Than $24.00 Per Share THE TENDER OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON NOVEMBER 13, 2020, UNLESS THE TENDER OFFER IS EXTENDED OR TERMINATED. On Sept...

priority = True...and shares having an aggregate purchase price in excess of $350,000,000, measured at the maximum price at which such shares were properly tendered, have been properly tendered and not properly withdrawn prior to the Expiration Date, we will purchase shares: · first, from all stockholders of “odd lots” (persons who own fewer than 100 shares) who properly tender all of their shares at or below the Purchase Price and do not properly withdraw them prior to the Expiration Date; · second, subject to the conditional tender provisions described in Section 6, on a pro rata basis, with appropriate adjustment to avoid purchases of fractional shares, from all other stockholders...

priority_conflicting = True...and shares having an aggregate purchase price in excess of $350,000,000, measured at the maximum price at which such shares were properly tendered, have been properly tendered and not properly withdrawn prior to the Expiration Date, we will purchase shares: · first, from all stockholders of “odd lots” (persons who own fewer than 100 shares) who properly tender all of their shares at or below the Purchase Price and do not properly withdraw them prior to the Expiration Date; · second, subject to the conditional tender provisions described in Section 6, on a pro rata basis, with appropriate adjustment to avoid purchases of fractional shares, from all other stockholders...

threshold = 100...rchase price in excess of $350,000,000, measured at the maximum price at which such shares were properly tendered, have been properly tendered and not properly withdrawn prior to the Expiration Date, we will purchase shares: · first, from all stockholders of “odd lots” (persons who own fewer than 100 shares) who properly tender all of their shares at or below the Purchase Price and do not properly withdraw them prior to the Expiration Date; · second, subject to the conditional tender provisions described in Section 6, on a pro rata basis, with appropriate adjustment to avoid purchases of fractional shares, from all other stockholders who pr...

threshold = 100...rchase price in excess of $350,000,000, measured at the maximum price at which such shares were properly tendered, have been properly tendered and not properly withdrawn prior to the Expiration Date, we will purchase shares: · first, from all stockholders of “odd lots” (persons who own fewer than 100 shares) who properly tender all of their shares at or below the Purchase Price and do not properly withdraw them prior to the Expiration Date; · second, subject to the conditional tender provisions described in Section 6, on a pro rata basis, with appropriate adjustment to avoid purchases of fractional shares, from all other stockholders who pr...

txn_type = CONSOLIDATION...ial statements as set forth in our clawback policy in effect from time to time. In the event that any dividend or other distribution (whether in the form of cash, shares of our common stock, other securities, or other property), recapitalization, stock split, reverse stock split, rights offering, reorganization, merger, consolidation, split-up, spin-off, split-off, combination, subdivision, repurchase, or exchange of shares of our common stock or other securities, issuance of warrants or other rights to purchase shares of our common stock or other securities, or other similar corporate transaction or event affec...

txn_type = TENDER_OFFER...l, Lipton, Rosen & Katz 51 West 52nd Street New York, NY 10019 (212) 403-2000 CALCULATION OF FILING FEE TRANSACTION VALUATION AMOUNT OF FILING FEE $350,000,000* $45,430** * Estimated for purposes of calculating the Filing Fee only. This amount is based on the offer to purchase for not more than $350,000,000 in aggregate of up to 19,178,082 shares of Common Stock, par value $0.01 per share, at the minimum tender offer price of $18.25 per share. ** The Filing Fee is calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, and equals $129.80 for each $1,000,000 of the value o...

txn_type = TENDER_OFFEREX-99.(A)(1)(VII) 2 tm2031463d12_exa1vii.htm EXHIBIT 99.A1VII Exhibit (a)(1)(vii) HILLTOP HOLDINGS INC. Supplement to the Offer to Purchase for Cash Up to $350,000,000 of Its Common Stock to Increase the Purchase Price to Not Less Than $21.00 Per Share and Not More Than $24.00 Per Share THE TENDER OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON NOVEMBER 13, 2020, UNLESS THE TENDER OFFER IS EXTENDED OR T...