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HTH > SEC Filings for HTH > Form 8-K on 17-Oct-2013All Recent SEC Filings

Show all filings for HILLTOP HOLDINGS INC.

Form 8-K for HILLTOP HOLDINGS INC.


17-Oct-2013

Entry into a Material Definitive Agreement, Creation of a Direct Financial


Item 1.01 Entry into a Material Definitive Agreement.

On October 15, 2013, Hilltop Holdings Inc. (the "Company") entered into a First Supplemental Indenture (the "First Supplemental Indenture") with HTH Operating Partnership LP, a wholly owned subsidiary of the Company, as issuer (the "Issuer"), and U.S. Bank National Association, as trustee (the "Trustee"), which supplemented the Indenture, dated as of August 9, 2005, by and among the Issuer and the Trustee (the "Indenture"). The Issuer previously issued $96.6 million aggregate principal amount of its 7 % Senior Exchangeable Notes due 2025 (the "Notes") under the Indenture, of which $90.9 million were outstanding as of October 15, 2013, including $6.9 million aggregate principal amount held by the Company's insurance company subsidiaries. The Notes are exchangeable pursuant to their terms into shares of the Company's common stock at the rate of 73.95 shares per $1,000 principal amount of the Notes. Pursuant to the First Supplemental Indenture, the Company guaranteed the obligations of the Issuer under the Indenture and the Notes.

The foregoing description of the First Supplemental Indenture is not complete and is qualified in its entirety by the full text of the First Supplemental Indenture, which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.



Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Items 1.01 and 2.04 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03. A copy of the Indenture is filed as Exhibit 4.7.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 2009, and is incorporated by reference herein.



Item 2.04 Triggering Events that Accelerate or Increase a Direct Financial Obligation.

On October 15, 2013, the Issuer notified the holders of the Notes that the Issuer was calling all outstanding Notes, with an aggregate principal amount of $90.9 million, for redemption with a redemption date of November 14, 2013 (the "Redemption Date"). The Issuer elected to call the Notes for redemption pursuant to the optional redemption provision of the Indenture, which permits the Issuer to redeem all or a portion of the Notes at a redemption price equal to the principal amount of the Notes plus accrued and unpaid interest, if any, on the Notes redeemed to, but not including, the Redemption Date, if the closing price of the Company's common stock exceeded $17.58 for at least 20 trading days in any consecutive 30-trading day period.

At any time prior to the close of business on November 13, 2013, holders of the Notes may exchange the Notes into shares of common stock of the Company at the rate of 73.95 shares per $1,000 principal amount of the Notes (or approximately $13.52 per share).

In lieu of delivery of common stock of the Company upon the exercise of a holder of its exchange right, the Issuer may elect to pay such holder of Notes an amount in cash (or a combination of Company common stock and cash) in respect of all or a portion of such holder's Notes equal to the closing price of the Company's common stock for the five consecutive trading days commencing on and including the third business day following the exercise of such exchange right.



Item 8.01 Other Events.

On October 16, 2013, the Company issued a press release relating to the redemption of the Notes. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.




Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit
No. Description of Exhibit
10.1 First Supplemental Indenture, dated October 15, 2013, by and among HTH Operating Partnership LP, as issuer, Hilltop Holdings Inc., as guarantor, and U.S. Bank National Association, as trustee.
99.1 Press Release, dated October 16, 2013.


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