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HTH > SEC Filings for HTH > Form 8-K on 31-Oct-2013All Recent SEC Filings

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Form 8-K for HILLTOP HOLDINGS INC.


31-Oct-2013

Unregistered Sale of Equity Securities


Item 3.02 Unregistered Sales of Equity Securities

As previously reported, on October 15, 2013, HTH Operating Partnership LP, a wholly owned subsidiary of Hilltop Holdings Inc. (the "Company"), called $90.9 million in aggregate principal amount of its 7% Senior Exchangeable Notes due 2025 (the "Notes") for redemption with a redemption date of November 14, 2013. The Company guarantees the Notes and is therefore legally obligated to make all payments of principal and interest on the Notes. At any time prior to the close of business on November 13, 2013, holders of the Notes may exchange the Notes for shares of Company common stock ("Common Stock") at the rate of 73.94998 shares per $1,000 principal amount of the Notes (or approximately $13.52 per share).

On October 25, 2013, the Company issued 1,575,501 shares of Common Stock in exchange for $21.3 million aggregate principal amount of the Notes tendered for exchange (the "Exchanges"). The Exchanges were exempt from registration under
Section 3(a)(9) of the Securities Act of 1933, as amended (the "Securities Act"), as the shares of Common Stock were issued to existing holders of securities guaranteed by the Company and no commission or other remuneration was paid or given for soliciting the Exchanges.

Prior to the Exchanges, the Company issued shares of Common Stock in the transactions identified below that were not registered under the Securities Act. Share issuances in the transactions identified below aggregated to an amount of less than 1% of the number of issued and outstanding shares of Common Stock since the period of the Company's latest periodic report filed with the Securities and Exchange Commission:

On July 15, 2013, the Company issued an aggregate of 2,974 shares of Common Stock under the Hilltop Holdings 2012 Equity Incentive Plan (the "2012 Plan") to certain non-employee directors as compensation for their service on the Company's board of directors during the second quarter of 2013. The shares were issued pursuant to the exemption from registration under Section 4(2) of the Securities Act.

On October 22, 2013, the Company issued an aggregate of 2,739 shares of Common Stock under the 2012 Plan to certain non-employee directors as compensation for their service on the Company's board of directors during the third quarter of 2013. The shares were issued pursuant to the exemption from registration under Section 4(2) of the Securities Act.


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