0001104659-13-085115.txt : 20131115 0001104659-13-085115.hdr.sgml : 20131115 20131115160514 ACCESSION NUMBER: 0001104659-13-085115 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20131112 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20131115 DATE AS OF CHANGE: 20131115 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Hilltop Holdings Inc. CENTRAL INDEX KEY: 0001265131 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 841477939 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31987 FILM NUMBER: 131224012 BUSINESS ADDRESS: STREET 1: 200 CRESCENT COURT STREET 2: SUITE 1330 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214.855.2177 MAIL ADDRESS: STREET 1: 200 CRESCENT COURT STREET 2: SUITE 1330 CITY: DALLAS STATE: TX ZIP: 75201 FORMER COMPANY: FORMER CONFORMED NAME: AFFORDABLE RESIDENTIAL COMMUNITIES INC DATE OF NAME CHANGE: 20030929 8-K 1 a13-24471_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

 

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): November 12, 2013

 

Hilltop Holdings Inc.

(Exact name of registrant as specified in its charter)

 

Maryland

 

1-31987

 

84-1477939

(State or other jurisdiction of
incorporation)

 

(Commission
File 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):

 

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

 

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

 

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

 

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

 

 

 


 

Section 3 — Securities and Trading Markets

 

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 all $90.9 million in aggregate principal amount of its 7½% Senior Exchangeable Notes due 2025 (the “Notes”) for redemption with a redemption date of November 14, 2013. The Company guaranteed the Notes and was 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 could exchange the Notes for shares of the Company’s 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 November 12 and November 13, 2013, the Company issued an aggregate of 3,311,689 shares of Common Stock in exchange for $44.8 million aggregate principal amount of the Notes tendered for exchange. As of the closing of the redemption, the aggregate number of shares of Common Stock issued in exchange for Notes was 6,208,005 shares. The exchanges were exempt from registration under Section 3(a)(9) of the Securities Act of 1933, as amended, 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.

 

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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: November 15, 2013

By:

/s/ COREY G. PRESTIDGE

 

Name:

Corey G. Prestidge

 

Title:

General Counsel & Secretary

 

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