Benzinga | Oct 30, 2020 06:09AM EDT

Hilltop Holdings Raises Price Range For Previously-Announced Dutch Auction Tender Offer To Price Of Not Less Than $21, Not Greater Than $24/Share

Hilltop Holdings Inc. (NYSE:HTH) ("Hilltop" or the "Company") announced today that it has amended its previously announced modified "Dutch auction" tender offer (the "Tender Offer") to purchase for cash up to $350.0 million of its common stock, par value $0.01 per share ("Common Stock"), to increase the price range at which it will purchase such shares to a purchase price of not less than $21.00 per share and not greater than $24.00 per share, less any applicable withholding taxes and without interest.

If the Tender Offer is fully subscribed, the Company will purchase between 14,583,334 shares and 16,666,667 shares, or between 16.2% and 18.5%, respectively, of the Company's outstanding Common Stock. Any shares tendered may be withdrawn prior to expiration of the Tender Offer. Stockholders that do not wish to participate in the Tender Offer do not need to take any action. None of our directors or executive officers will tender any of their shares in the Tender Offer.

In connection with the amendment to the price range, the Company also has extended the expiration date of the Tender Offer to 12:00 midnight, New York City time, at the end of the day on November 13, 2020, unless further extended or terminated. On October 29, 2020, the closing price of the Common Stock was $21.26 per share.

As previously announced, the Tender Offer will not be contingent upon any minimum number of shares being tendered or any financing conditions. The Federal Reserve has provided its non-objection to the Tender Offer. The Tender Offer is, however, subject to other conditions as outlined in the Offer to Purchase dated September 23, 2020 (as amended and supplemented, the "Offer to Purchase"), which was previously filed with the Securities and Exchange Commission (the "SEC") and delivered to stockholders. A Supplement to the Offer to Purchase and an amended Letter of Transmittal and related materials containing a complete description of the amended terms and conditions of the Tender Offer will be promptly filed with the SEC and delivered to stockholders of record.

Stockholders that have already tendered shares at a specified price and do not wish to withdraw the tender of those shares, increase the number of shares tendered or change the indication of a specific price at which shares are being tendered do not need to take any further action to receive the amended price as finally determined. Stockholders that wish to withdraw the tender of all or any portion of their shares or make any changes to the terms of their tender must deliver a new and later-dated letter of transmittal to the depositary.

Hilltop's board of directors has authorized the Tender Offer. However, none of the Company, the board of directors, the dealer manager, the information agent, the depositary or any of their respective affiliates are making any recommendation to stockholders as to whether to tender or refrain from tendering their shares in the Tender Offer or as to the price at which stockholders may choose to tender their shares. No person is authorized to make any such recommendation. Stockholders must decide how many shares they will tender, if any, and the price within the stated range at which they will offer their shares for purchase.

Goldman Sachs & Co. LLC is acting as dealer manager for the Tender Offer. The information agent for the Tender Offer is D.F. King & Co. Inc., and the depositary is American Stock Transfer & Trust Company, LLC.