National Bank Holdings Corp NBHC

election_required = True...ll I be subject to proration? If you own, beneficially or of record, fewer than 100 shares in the aggregate, you properly tender all of these 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 How do I withdraw shares I previously tendered? You must deliver on a timely basis a written notice of your withdrawal to the...

expiry = 2015-07-31...rchase for Cash Up to $100,000,000 of its Class A Common Stock At a Purchase Price Not Less Than $19.60 and Not More Than $22.50 Per Share THE TENDER OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JULY 31, 2015, UNLESS THE TENDER OFFER IS EXTENDED OR WITHDRAWN. National Bank Holdings Corporation, a Delaware corporation ("NBHC," the "Company," "we," "us," or "our"), hereby offers to purchase for cash up to $100.0 million of shares of its issued an...

expiry = 2015-07-31...PORATION of Up $100,000,000 Shares of its Class A Common Stock At a Purchase Price Not Less Than $19.60 and Not More Than $22.50 Per Share THE TENDER OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JULY 31, 2015, UNLESS THE TENDER OFFER IS EXTENDED OR WITHDRAWN. Mail or deliver this Letter of Transmittal, together with the certificate(s) representing your shares, to: If delivering by mail: If delivering by hand or courier: American Stock Transfer...

listed = True...ock subject to applicable legal and regulatory requirements. See Section 1. 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 "NBHC." On July 2, 2015, the last trading day prior to the announcement of the tender offer, the last reported sale price of the shares on the NYSE was $20.67 per share. You are urged to obtain current market quotations for the shares. See Section 8. Neither the Securities and Exchange Commission (the "Commissi...

mechanism = DUTCH...will find a more complete discussion. Who is offering to purchase my shares? We (National Bank Holdings Corporation) 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 shares having an aggregate purchase price of no more than $100.0 million, upon the terms and subject to the conditions of the tender offer, at prices specified by the tendering stockholders of not less than $19.60 and not more than $22.50 per share, less any applicable withholding taxes and without interest,...

mechanism = DUTCH...nnounces Final Results of Self Tender Offer NBHC will acquire 4,651,163 shares at $21.50 per share GREENWOOD VILLAGE, Colo., - August 10, 2015 - National Bank Holdings Corporation (NYSE: NBHC) (“NBHC” or the “Company”) announced today the final results of its modified “Dutch Auction” tender offer, which expired at 12:00 midnight, New York City time, on Friday, July 31, 2015. Based on the final count by the depositary for the tender offer, NBHC accepted for payment an aggregate of 4,651,163 shares at a price of $21.50 per share for an aggregate purchase price of approximately $100 million. These shares represent appr...

must_tender_all = True...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 less than 100 shares) who properly tender all of their shares at or below the Purchase Price and do not properly withdraw them before the expiration of the tender offer; • second, subject to the conditional tender provisions described in Section 6, on a pro rata basis from all other stockholders who properly tender shares at or below the Purchase Price and do not properly withdraw them before the e...

no_priority = True...APPLICABLE FORM W-8 MAY BE SUBJECT TO U.S. FEDERAL INCOME TAX BACKUP WITHHOLDING ON THE GROSS PROCEEDS PAID TO THE STOCKHOLDER OR OTHER PAYEE PURSUANT TO THE TENDER OFFER. SEE SECTION 3. 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...

no_priority = True...before the Expiration Date, the shares purchased first will consist of all shares tendered by any stockholder who owns, beneficially or of record, an aggregate of fewer than 100 shares and who tenders all of such shares. Even if you otherwise qualify for the "odd lot" preferential treatment, you will not receive such preferential treatment unless you complete the box captioned "Odd Lots." 7.Signatures on Letter of Transmittal; Stock Powers and Endorsements. (a) Exact Signatures. If this Letter of Transmittal is signed by the registered holder(s) of the shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the certific...

price = USD 19.6-22.5...y navigate through this document Exhibit (a)(1)(A) NATIONAL BANK HOLDINGS CORPORATION Offer to Purchase for Cash Up to $100,000,000 of its Class A Common Stock At a Purchase Price Not Less Than $19.60 and Not More Than $22.50 Per Share THE TENDER OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JULY 31, 2015, UNLESS THE TENDER OFFER IS EXTENDED OR WITHDRAWN. National Bank Holdings Corporation...

price = USD 19.6-22.5...f Common Stock Pursuant to the Offer to Purchase Dated July 6, 2015 by NATIONAL BANK HOLDINGS CORPORATION of Up $100,000,000 Shares of its Class A Common Stock At a Purchase Price Not Less Than $19.60 and Not More Than $22.50 Per Share THE TENDER OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JULY 31, 2015, UNLESS THE TENDER OFFER IS EXTENDED OR WITHDRAWN. Mail or deliver this Letter of Tra...

price = USD 19.6-22.5...Offer to Purchase dated July 6, 2015 and the related Letter of Transmittal, by which NBHC offered to purchase up to $100.0 million of its Class A common stock at a price per share not less than $19.60 and not greater than $22.50, which documents were filed with the Securities and Exchange Commission on July 6, 2015. NBHC may purchase additional shares in the future in the open market subject to market conditions and private transactions, tender...

priority_conflicting = True...urchase price in excess of $100.0 million, 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 buy shares in the following order of priority: • first, from all holders of "odd lots" (holders of fewer than 100 shares) who properly tender all their shares at or below the Purchase Price and do not properly withdraw them before the Expiration Date; • second, on a pro rata basis from all other stockholders who properly tender shares at or below the Purchase Price, other than stockholders who tender conditionally and whose conditions are not satisf...

threshold = 100...100.0 million, 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 buy shares in the following order of priority: • first, from all holders of "odd lots" (holders of fewer than 100 shares) who properly tender all their shares at or below the Purchase Price and do not properly withdraw them before the Expiration Date; • second, on a pro rata basis from all other stockholders who properly tender shares at or below the Purchase Price, other than stockholders who tender conditionally and whose conditions are not satisfied; an...

threshold = 100...OMPANYING INSTRUCTIONS CAREFULLY ODD LOTS (See Instruction 6) To be completed only if shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 shares. The undersigned: ois the beneficial or record owner of an aggregate of fewer than 100 shares, all of which are being tendered. CONDITIONAL TENDER (See Instruction 14) A tendering stockholder may condition his, her or its tender of shares upon the Company purchasing a specified minimum number of the shares tendered, all as described in Section 6 of the Offer to Purchase. Unless at least the minimum number of shares that you indic...

txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 a2225308zex-99_a1a.htm EX-99.(A)(1)(A) QuickLinks -- Click here to rapidly navigate through this document Exhibit (a)(1)(A) NATIONAL BANK HOLDINGS CORPORATION Offer to Purchase for Cash Up to $100,000,000 of its Class A Common Stock At a Purchase Price Not Less Than $19.60 and Not More Than $22.50 Per Share THE TENDER OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JULY 31, 2015, UNLESS THE TENDER OFFER IS EXTENDED OR WITHDRAWN. National Bank Holdings Corporati...

txn_type = TENDER_OFFEREX-99.(A)(1)(B) 2 a2225414zex-99_a1b.htm EX-99.(A)(1)(B) QuickLinks -- Click here to rapidly navigate through this document Exhibit (a)(1)(B) LETTER OF TRANSMITTAL (as amended July 16, 2015) To Tender Shares of Common Stock Pursuant to the Offer to Purchase Dated July 6, 2015 by NATIONAL BANK HOLDINGS CORPORATION of Up $100,000,000 Shares of its Class A Common Stock At a Purchase Price Not Less Than $19.60 and Not More Than $22.50 Per Share THE TENDER OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JULY 31, 2015, UNLESS THE TENDER OFFER IS...

txn_type = TENDER_OFFER...ate purchase price determined under the tender offer terms) exceeds the amount that NBHC offered to purchase, the resulting proration factor, after giving effect to the priority for “odd lots,” is approximately 91.32%. The tender offer was made pursuant to an Offer to Purchase dated July 6, 2015 and the related Letter of Transmittal, by which NBHC offered to purchase up to $100.0 million of its Class A common stock at a price per share not less than $19.60 and not greater than $22.50, which documents were filed with the Securities and Exchange Commission on July 6, 2015. NBHC may purchase additional shares in...