Form 8-K Hilltop Holdings Inc. For: May 06

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):    May 6, 2015

Hilltop Holdings Inc.

(Exact name of registrant as specified in its charter)

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 8 — Other Events

Item 8.01 Other Events.

On May 6, 2015, Hilltop Holdings Inc. (the “Company”) announced that it redeemed all of the outstanding shares of its Non-Cumulative Perpetual Preferred Stock, Series B (the “Series B Preferred Stock”) on April 28, 2015. The shares of Series B Preferred Stock were issued to the U.S. Department of the Treasury in the Company’s merger with PlainsCapital Corporation pursuant to its participation in the Small Business Lending Fund. The Company used the net proceeds of a private offering of $150.0 million aggregate principal amount of its 5.00% senior notes due 2025, completed on April 9, 2015, to redeem the Series B Preferred Stock at an aggregate liquidation value of $114.1 million, plus accrued but unpaid dividends of $0.4 million.  The remaining proceeds of the offering will be used for general corporate purposes.

2

SIGNATURES

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

3