Hilltop Holdings Inc. Announces Final Results of Tender Offer

Hilltop Holdings Inc. (NYSE: HTH) (“Hilltop” or the “Company”) announced today the final 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 final 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par value per share, were properly tendered at or below the purchase price of $24.00 per share and neither properly withdrawn nor tendered conditionally by stockholder with conditions that were not met.

Hilltop has accepted for purchase 8,058,947 shares of its common stock, $0.01 par value per share, at a price of $24.00 per share, for an aggregate cost of approximately $193,414,728, excluding fees and expenses related to the tender offer. These shares represent approximately 8.9 percent of the shares outstanding as of November 17, 2020.

American Stock Transfer & Trust Company, LLC will promptly issue payment for the shares of Hilltop common stock validly tendered and accepted for purchase in the tender offer.

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.

The information in this press release describing the tender offer is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell shares of common stock in the tender offer. The tender offer was made only pursuant to the Offer to Purchase and the related materials that the Company filed with the SEC, as amended or supplemented. Stockholders who have questions or would like additional information about the tender offer may contact the information agent for the tender offer, D.F. King & Co., Inc., toll-free at [phone].