Section 1 – Registrant’s Business and Operations
Item 1.01 Entry Into a Material Definitive Agreement.
On August 19, 2019, Hilltop Holdings Inc. (“Hilltop”) entered into a Securities Purchase Agreement to purchase 2,175,404 shares of its common stock from Oak Hill Capital Partners III, L.P., Oak Hill Capital Management Partners III, L.P. and Oak Hill Capital Management, LLC (collectively, “Oak Hill Capital”). Hilltop director J. Taylor Crandall is a founding Managing Partner of Oak Hill Capital Management, LLC. The purchase price of $22.25 per share was determined by the weighted average of the closing prices of Hilltop common stock as reported by the New York Stock Exchange for each trading day commencing on August 12, 2019 and ending on August 16, 2019 and resulted in an aggregate purchase price of $48,402,739. The purchase was consummated on August 20, 2019. The purchase price was paid from available cash. A copy of the Securities Purchase Agreement is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Section 8 – Other Events
Item 8.01 Other Events.
Hilltop authorized a stock repurchase program in January 2019 of $50.0 million, which expires in January 2020. As of August 19, 2019, Hilltop had repurchased approximately $25.0 million of common stock pursuant to this program. Under this program, Hilltop is authorized to repurchase its outstanding common stock in the open market or through privately negotiated transactions as permitted under Rule 10b-18 promulgated under the Securities Exchange Act of 1934.
As a result of provisions governing the life of funds of Oak Hill Capital, Oak Hill Capital inquired of Hilltop’s interest in repurchasing the shares of Hilltop common stock owned by such entities. The Board of Directors of Hilltop, other than Messrs. J. Crandall and Gerald J. Ford, considered and approved the purchase of the shares of Hilltop common stock from Oak Hill Capital on the terms set forth in the Securities Purchase Agreement, which is described in more detail in Item 1.01 of this Current Report on Form 8-K. As a result, the repurchase of shares by Hilltop from Oak Hill Capital fully utilized the stock repurchase program previously authorized. Accordingly, Hilltop is not authorized to repurchase additional shares of Hilltop common stock until a new repurchase program is authorized by the Board of Directors of Hilltop.
Mr. Crandall remains a director of Hilltop.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
| (a) | | Financial statements of businesses acquired. |
Not applicable.
| (b) | | Pro forma financial information. |
Not applicable.
| (c) | | Shell company transactions. |
Not applicable.
The following exhibit(s) are filed or furnished, depending on the relative item requiring such exhibit, in accordance with the provisions of Item 601 of Regulation S-K and Instruction B.2 to this form.
