Hilltop Holdings Inc. Announces Preliminary Results of Tender Offer

Hilltop Holdings Inc. (NYSE: HTH) (“Hilltop” or the “Company”) announced today the preliminary results of its modified “Dutch auction” tender offer to purchase up to $350.0 million of its common stock for cash at a price per share not less than $21.00 and not greater than $24.00, which expired at 12:00 midnight, New York City time, at the end of the day on November 13, 2020.

Based on the preliminary count by American Stock Transfer & Trust Company, LLC, the depositary for the tender offer, a total of 8,058,947 shares of Hilltop’s common stock, $0.01 par value per share, were properly tendered and not properly withdrawn at or below the purchase price of $24.00 per share, including 1,101,901 shares that were tendered by notice of guaranteed delivery. The number of shares conditionally tendered was 5,223 based on the preliminary count by the depositary.

In accordance with the terms and conditions of the tender offer, and based on the preliminary count by the depositary, the Company expects to acquire approximately 8,058,947 shares of its common stock at a price of $24.00 per share, for an aggregate cost of approximately $193,414,728, excluding fees and expenses relating to the tender offer. These shares represent approximately 8.9 percent of the shares outstanding.

The number of shares to be purchased and the purchase price are preliminary and subject to change. The preliminary information contained in this press release is subject to confirmation by the depositary and is based on the assumption that all shares tendered through notice of guaranteed delivery will be delivered within the two trading day settlement period. The final number of shares to be purchased and the final purchase price will be announced following the expiration of the guaranteed delivery period and completion by the depositary of the confirmation process. Payment for the shares accepted for purchase under the tender offer, and return of all other shares tendered and not purchased, will occur promptly thereafter.

The Company may, in the future, decide to purchase additional shares in the open market subject to market conditions and private transactions, tender offers or otherwise subject to applicable law. Any such purchases may be on the same terms as, or on terms that are more or less favorable to stockholders than, the terms of the offer. Whether the Company makes additional repurchases in the future will depend on many factors, including but not limited to its business and financial performance, the business and market conditions at the time, including the price of the shares, and other factors the Company considers relevant.