Hilltop Holdings Proposes To Buy SWS Group For $7/Shr - Quick Facts

(RTTNews) - Hilltop Holdings Inc. (HTH) submitted a written proposal to the SWS Group, Inc.'s board to acquire SWS' outstanding shares that it does not already own for $7.00 per share in 50% cash and 50% Hilltop common stock.

Hilltop invested $50 million in SWS in 2011 in the form of a senior unsecured loan. At the time of Hilltop's investment, Hilltop's Chairman, Gerald J. Ford, joined the board of SWS and Hilltop's President and Chief Executive, Jeremy Ford, became a non-voting observer to the SWS board. In conjunction with Hilltop's investment in SWS, SWS issued Hilltop a warrant to purchase 8.7 million shares of SWS at an exercise price of $5.75 per share. Hilltop currently beneficially owns 24% of SWS common stock, inclusive of the warrant.

Hilltop is prepared to expeditiously negotiate a definitive acquisition agreement with the SWS Board of Directors. Stephens Inc. is serving as financial advisor to Hilltop and Wachtell, Lipton, Rosen & Katz is serving as legal counsel to Hilltop.