Hilltop Holdings to Acquire PlainsCapital Corp in Cash and Stock Deal
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Hilltop Holdings Inc. (NYSE: HTH) and PlainsCapital Corporation jointly announced the companies have signed a definitive merger agreement pursuant to which PlainsCapital Corporation will become a subsidiary of Hilltop.
The purchase consideration to PlainsCapital Corporation common shareholders includes approximately 27.5 million shares of Hilltop common stock and $318 million of cash. Each share of PlainsCapital Corporation common stock will be converted into the right to receive $9.00 in cash and 0.776 shares of Hilltop common stock. Based on Hilltop’s closing market price of $7.96 as of May 8, 2012, this reflects a combined value of $15.18 per share for PlainsCapital Corporation common stock. The value of the stock consideration to be received in the merger will fluctuate based on the market share price of Hilltop common stock. The merger is subject to customary closing conditions, including regulatory approvals and approval of the shareholders of Hilltop and PlainsCapital Corporation, and is expected to be completed prior to the end of 2012. Certain directors and officers of both companies have provided voting agreements to support the transaction.
As part of the agreement, White will become Vice Chairman of Hilltop and Chairman of the Executive Committee for Hilltop. White will also retain his role as Chairman and CEO of PlainsCapital Corporation. Gerald J. Ford will continue to serve as Chairman of Hilltop’s board and Jeremy B. Ford will continue to serve as President and CEO of Hilltop.
Stephens Inc. acted as financial advisor to Hilltop, and Wachtell, Lipton, Rosen & Katz acted as legal advisor. JPMorgan Securities LLC acted as financial advisor to PlainsCapital Corporation, and Sullivan & Cromwell acted as legal advisor.
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The purchase consideration to PlainsCapital Corporation common shareholders includes approximately 27.5 million shares of Hilltop common stock and $318 million of cash. Each share of PlainsCapital Corporation common stock will be converted into the right to receive $9.00 in cash and 0.776 shares of Hilltop common stock. Based on Hilltop’s closing market price of $7.96 as of May 8, 2012, this reflects a combined value of $15.18 per share for PlainsCapital Corporation common stock. The value of the stock consideration to be received in the merger will fluctuate based on the market share price of Hilltop common stock. The merger is subject to customary closing conditions, including regulatory approvals and approval of the shareholders of Hilltop and PlainsCapital Corporation, and is expected to be completed prior to the end of 2012. Certain directors and officers of both companies have provided voting agreements to support the transaction.
As part of the agreement, White will become Vice Chairman of Hilltop and Chairman of the Executive Committee for Hilltop. White will also retain his role as Chairman and CEO of PlainsCapital Corporation. Gerald J. Ford will continue to serve as Chairman of Hilltop’s board and Jeremy B. Ford will continue to serve as President and CEO of Hilltop.
Stephens Inc. acted as financial advisor to Hilltop, and Wachtell, Lipton, Rosen & Katz acted as legal advisor. JPMorgan Securities LLC acted as financial advisor to PlainsCapital Corporation, and Sullivan & Cromwell acted as legal advisor.
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