8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  October 15, 2013

Hilltop Holdings Inc.

(Exact name of registrant as specified in its charter)

Maryland	1-31987	84-1477939
(State or other jurisdiction of incorporation)	(CommissionFile Number)	(IRS Employer Identification No.)

200 Crescent Court, Suite 1330
Dallas, Texas	75201
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (214) 855-2177

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 — Registrant’s Business and Operations

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 ½% 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.

Section 2 — Financial Information

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.

Section 8 — Other Events

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.

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Section 9 — Financial Statements and Exhibits

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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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HILLTOP HOLDINGS INC.,
	a Maryland corporation
Date:      October 17, 2013	By:	/s/ COREY G. PRESTIDGE
	Name:	Corey G. Prestidge
	Title:	General Counsel & Secretary

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Exhibit Index

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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EX-10.1

Exhibit 10.1

FIRST SUPPLEMENTAL INDENTURE

This FIRST SUPPLEMENTAL INDENTURE is dated as of October 15, 2013, (this “Supplemental Indenture”) by and among HTH OPERATING PARTNERSHIP LP, a Delaware limited partnership (formerly known as Affordable Residential Communities LP) as issuer, (the “Company”), HILLTOP HOLDINGS INC., a Maryland corporation (formerly known as Affordable Residential Communities, Inc.), as guarantor (“Guarantor”), and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee), under the Indenture referred to below.

W I T N E S S E T H

WHEREAS, the Company has executed and delivered to the Trustee an indenture dated as of August 9, 2005 (as amended, supplemented and modified from time to time, the “Indenture”), pursuant to which the Company issued its 7 ½% Senior Exchangeable Notes due 2025 (the “Securities”);

WHEREAS, Guarantor desires to irrevocably and unconditionally agree to guarantee the Company’s obligations under the Indenture and the Securities, pursuant to the terms set forth herein (the “Guarantee”);

WHEREAS, Section 10.1(i) of the Indenture provides that the Company may supplement or amend the Indenture without notice or consent to any Holder, in order to effect any amendments that the Company may deem desirable or necessary and which shall not be inconsistent with the provisions of the Indenture, so long as such action does not adversely affect the interest of the Holders of the Securities;

WHEREAS, pursuant to Section 10.6 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture;

WHEREAS, the Company has furnished the Trustee with an Officers’ Certificate and an Opinion of Counsel complying with the requirements of Section 11.4 of the Indenture; and

WHEREAS, all things necessary to make this Supplemental Indenture a valid agreement of the Company, Guarantor and Trustee and a valid amendment to the Indenture have been done.

NOW, THEREFORE, for and in consideration of the foregoing premises, it is mutually covenanted and agreed for the equal and proportionate benefit of all Holders of the Securities, as follows:

1.Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2.Agreement to Guarantee.

(a)Guarantor hereby unconditionally guarantees to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Securities or the obligations of the Company thereunder, as follows:

(i)the principal of, (including premium, if any) and accrued interest on, the Securities shall be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Securities, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall

be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and

(ii)in case of any extension of time of payment or renewal of any Securities or any of such other obligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise.

(b)Guarantor hereby agrees that this is a guarantee of payment and not a guarantee of collection.

(c)Guarantor hereby agrees that its obligations under this Guarantee are unconditional, irrespective of the validity, regularity or enforceability of the Securities or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor.

(d)Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever, and further covenant that this Guarantee will not be discharged except by complete performance of the obligations contained in the Securities and this Indenture or as otherwise described in Section 3 of this Supplemental Indenture hereof.

(e)Each of the Company, Guarantor and Trustee hereby confirms that it is the intention of all parties that this Guarantee shall not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any this Guarantee.  To effectuate the foregoing intention, each of the Company, Guarantor and Trustee hereby irrevocably agrees that the obligations of Guarantor shall be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of Guarantor that are relevant under such laws, result in the obligations of Guarantor under this Guarantee not constituting a fraudulent transfer or conveyance.

3.Release of Guarantee.

(a)Guarantor shall be released and relieved of its obligations under this Guarantee under the following circumstances:

(i)in the event of any sale or other disposition of all or substantially all of the assets of Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of Guarantor (including by way of merger or consolidation); or

(ii)upon satisfaction and discharge of the Indenture in accordance with Article 9 of the Indenture.

provided however, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect in the event that (y) the Company’s obligations under the Indenture and the Securities are revived and reinstated pursuant to Section 9.4 of the Indenture, or (z) any Holder of

Securities, Trustee or Paying Agent is required by any court or governmental authority to return to the Company, Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or Guarantor, any amount paid by the Company or Guarantor to any Holder, Trustee or Paying Agent.

4.Notices to Guarantor.  Any demand, notice, request, consent or communication to Guarantor shall be given in writing and delivered in person or mailed by first-class mail, postage prepaid, addressed as follows or transmitted by facsimile transmission (confirmed by delivery in person or mail by first-class mail, postage prepaid, or by guaranteed overnight courier) to the following address:

200 Crescent Court, Suite 1330

Dallas, Texas 75201

Attention: General Counsel

Facsimile No.: (214) 580-5722

5.No Recourse Against Others. No past, present or future director, officer, employee, incorporator, stockholder or agent of the Company or Guarantor, as such, shall have any liability for any obligations of the Company or Guarantor under the Indenture, the Securities, or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. The waiver and release are part of the consideration for guarantee of the Securities. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.

6.GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAW.

7.Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

8.Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

9.The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by Guarantor and the Company.

[Remainder of Page Intentionally Left Blank;

Signature page follows.]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first written above

COMPANY:
HTH OPERATING PARTNERSHIP LP
By:	Hilltop Holdings Inc., its general partner
By:	/s/ Jeremy B. Ford
	Name: Jeremy B. Ford
	Title: Chief Executive Officer
GUARANTOR:
HILLTOP HOLDINGS INC.
By:	/s/ Jeremy B. Ford
	Name: Jeremy B. Ford
	Title: Chief Executive Officer

Signature Page to

First Supplemental Indenture

TRUSTEE:
US BANK NATIONAL ASSOCIATION, as Trustee
By:	/s/ Donald Hurrelbrink
	Name: Donald Hurrelbrink
	Title: Vice President

Signature Page to

First Supplemental Indenture

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Investor Relations or Media Contact:

Isabell Novakov, 214-252-4029

inovakov@plainscaptal.com

HTH Operating Partnership LP Calls for Redemption All Outstanding 7 1/2% Senior Exchangeable Notes due 2025

DALLAS—(BUSINESS WIRE) October 16, 2013 — HTH Operating Partnership LP (formerly known as Affordable Residential Communities, LP) (the “Issuer”), a subsidiary of Hilltop Holdings Inc. (NYSE: HTH) (“Hilltop”), announced today that it has given notice of its intention to redeem all of its outstanding 7 1/2% Senior Exchangeable Notes due 2025 (the “Notes”) on November 14, 2013 (the “Redemption Date”).  As of October 15, 2013, the Issuer had $90.9 million in aggregate principal amount of Notes outstanding, which includes $6.9 million aggregate principal amount held by its insurance companies. The Notes will be redeemed at a redemption price of 100% of the principal amount of the Notes, plus accrued and unpaid interest up to, but excluding, the Redemption Date.  Hilltop expects to fund the redemption with cash on hand.

At any time prior to the Redemption Date, Holders are entitled to exchange their Notes into shares of Hilltop common stock at the rate of 73.95 shares per $1,000 principal amount of the Notes (or approximately $13.52 per share), by satisfying the requirements set forth in the Notes and the Indenture, dated as of August 9, 2005, between the Issuer and U.S. Bank National Association, as trustee.  In lieu of delivery of Hilltop common stock upon the exercise by a Holder of its exchange right, the Issuer may elect to pay such Holders of the Notes an amount in cash (or a combination of Hilltop common stock and cash) in respect of all or a portion of such Holder’s Notes equal to the closing price of Hilltop’s common stock for the five consecutive trading days commencing on and including the third business day following the exercise of such Holder’s exchange right.

A notice of redemption setting forth the redemption and procedures for exchange of Notes is being provided to Holders of the Notes through the Depository Trust Company. Copies of the notice of redemption and additional information relating to the procedures for redemption and exchange may be obtained from the trustee, paying agent and conversion agent, U.S. Bank National Association, by calling 1-800-934-6802.

About Hilltop Holdings

Hilltop Holdings is a Dallas-based financial holding company. Through its wholly owned subsidiary, PlainsCapital Corporation, a regional commercial banking franchise, it has three operating subsidiaries: PlainsCapital Bank, PrimeLending, and First Southwest. Through Hilltop Holdings’ other wholly owned subsidiary, National Lloyds Corporation, it provides property and casualty insurance through two insurance companies, National Lloyds Insurance Company and American Summit Insurance Company. At September 16, 2013, Hilltop employed approximately 4,750 people and operated approximately 400 locations in 43 states. Hilltop’s common stock is listed on the New York Stock Exchange under the symbol “HTH.” Find more information at Hilltop-Holdings.com and PlainsCapital.com.

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause Hilltop’s actual results, performance or achievements to be materially different from any expected future results, performance, or achievements. Forward-looking statements speak only as of the date they are made and, except as required by law, Hilltop does not assume any duty to update forward-looking statements. Such forward-looking statements include, but are not limited to, statements about the redemption of the Notes and the company’s plans, objectives, expectations and intentions and other statements that are not historical facts. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: (i) changes in the default rate of loans; (ii) changes in the interest rate environment; (iii) cost and availability of capital; (iv) changes in state and federal laws, regulations or policies, including changes in regulatory fees, deposit insurance premiums, capital requirements and the Dodd-Frank Wall Street Reform and Consumer Protection Act; (v) participation in governmental programs; (vi) severe catastrophic events in its geographic area, (vii) failure of insurance segment reinsurers to pay obligations under reinsurance contracts; (viii) changes in key management; (ix) the application of purchase accounting, as well as the approval of new, or changes in, accounting policies and principles; (x) the ability to use net operating loss carry forwards to reduce future tax payments; and (xi) the ability to use excess cash in an effective manner. For more information, see the risk factors described in the Annual Report on Form 10-K for the year ended December 31, 2012 and other reports filed with the Securities and Exchange Commission.

Source: Hilltop Holdings Inc.