SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Amendment No. 2)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
Hilltop Holdings Inc.
(Name of Subject Company (Issuer))
Hilltop Holdings Inc.
(Names of filing Persons (Offeror and Issuer))
Common Stock, Par Value $0.01 per share
(Title of Class of Securities)
432748101
(CUSIP Number of Class of Securities)
(Underlying Common Stock)
Corey G. Prestidge, Esq.
Executive Vice President, General Counsel and Secretary
Hilltop Holdings Inc.
6565 Hillcrest Avenue
Dallas, Texas 75205
(214) 855-2177
(Name, address and telephone number of person authorized to receive
notices and communications on behalf of filing person)
Copies to:
David E. Shapiro, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, NY 10019
(212) 403-2000
CALCULATION OF FILING FEE
TRANSACTION VALUATION | AMOUNT OF FILING FEE | |||
$350,000,000* | $45,430** |
* | Estimated for purposes of calculating the Filing Fee only. This amount is based on the offer to purchase for not more than $350,000,000 in aggregate of up to 19,178,082 shares of Common Stock, par value $0.01 per share, at the minimum tender offer price of $18.25 per share. |
** | The Filing Fee is calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, and equals $129.80 for each $1,000,000 of the value of the transaction. |
x | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid: | $45,430 |
Form or Registration No.: | Schedule TO |
Filing Party: | Hilltop Holdings Inc. |
Date Filed: | September 23, 2020 |
¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
¨ | Third-party tender offer subject to Rule 14d-1. | |
x | Issuer tender offer subject to Rule 13e-4. | |
¨ | Going-private transaction subject to Rule 13e-3. | |
¨ | Amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
¨ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) | |
¨ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
SCHEDULE TO
This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO originally filed with the United States Securities and Exchange Commission by Hilltop Holdings Inc., a Maryland corporation (the “Company”), on September 23, 2020 (together with any subsequent amendments and supplements thereto, the “Schedule TO”), in connection with the Company’s offer (the “Tender Offer”) to purchase for cash up to $350,000,000 of its common stock, $0.01 par value per share (the “Common Stock”).
The Tender Offer is being made upon the terms and subject to the conditions in the Offer to Purchase, dated September 23, 2020 (the “Original Offer to Purchase”), as supplemented and amended by the Supplement to the Offer to Purchase, dated November 2, 2020 (the “Supplement” and, together with the Original Offer to Purchase, the “Offer to Purchase”), and the related Amended Letter of Transmittal (the “Amended Letter of Transmittal”). The Original Offer to Purchase was filed with the Schedule TO as Exhibit (a)(1)(i), and the Supplement and the Amended Letter of Transmittal are being filed herewith as Exhibits (a)(1)(vii) and (a)(1)(viii), respectively.
The purpose of this Amendment is to amend and supplement the Tender Offer by (i) amending the price at which the Company is offering to purchase shares of Common Stock in the Tender Offer to a price per share of not less than $21.00 and not more than $24.00; and (ii) extending the expiration date of the Tender Offer from 12:00 midnight, New York City time, at the end of the day on October 30, 2020 to 12:00 midnight, New York City time, at the end of the day on November 13, 2020, unless otherwise extended, withdrawn or terminated (the “Expiration Date”).
The information in the Offer to Purchase and the related Amended Letter of Transmittal is incorporated herein by reference in response to all of the items of Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided herein.
Item 11. | Additional Information. |
Item 11(c) of the Schedule TO is hereby amended and supplemented as follows:
The information in the Offer to Purchase and the related Letter of Transmittal, copies of which were previously filed with the Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively, is being amended and/or supplemented by the Supplement, filed herewith as Exhibit (a)(1)(vii), and the related Amended Letter of Transmittal, filed herewith as Exhibit (a)(1)(viii), and is incorporated herein by reference.
Item 12. | Exhibits. |
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibits:
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: November 2, 2020
HILLTOP HOLDINGS | |
By: | /s/ COREY PRESTIDGE | |
Name: | Corey G. Prestidge | |
Title: | Executive Vice President, General Counsel & Secretary |
Exhibit Index
* Filed Previously