National Bank Holdings (NBHC) Commences $100M Modified 'Dutch Auction' Tender Offer

National Bank Holdings (NYSE: NBHC) announced that it has commenced a modified "Dutch auction" tender offer to purchase up to $100.0 million of its Class A common stock at a price per share not less than $19.60 and not greater than $22.50. The tender offer is expected to expire on July 31, 2015, unless extended. The maximum number of shares proposed to be purchased in the tender offer represents approximately 14.6% of NBHC's currently outstanding common stock. Tenders of shares must be made prior to the expiration of the tender offer and may be withdrawn at any time prior to that time. As of June 30, 2015, NBHC had 35,053,339 shares of common stock outstanding, excluding 1,043,228 shares of restricted Class A common stock issued but not yet vested.

A modified "Dutch auction" tender offer allows stockholders to indicate how many shares and at what price(s) they wish to tender their shares within the specified price range. On the terms and subject to the conditions of the tender offer, the Company's stockholders will have the opportunity to tender some or all of their shares at a price within the $19.60 to $22.50 per share range. Based on the number of shares tendered and the prices specified by the tendering stockholders, NBHC will determine the lowest per-share price within the range that will enable it to purchase $100.0 million of shares, or such lesser number of shares that are tendered and not withdrawn. All shares accepted in the tender offer will be purchased at the same price per share even if a stockholder tendered at a lower price. If stockholders tender more than $100.0 million of shares at or below the purchase price per share, NBHC will purchase such number of shares tendered at or below the determined purchase price by those stockholders as is obtained by dividing $100.0 million by such purchase price, subject to proration and certain other factors. All shares tendered at prices higher than the purchase price will not be purchased and will be promptly returned to stockholders.

The tender offer is not conditioned upon any minimum number of shares being tendered; however, the tender offer is subject to a number of other terms and conditions. NBHC expects to fund the purchase of shares in the tender offer with cash on hand.

None of NBHC, its board of directors, the dealer manager and information agent or the depositary is making any recommendations to stockholders as to whether to tender or refrain from tendering their shares into the tender offer. Stockholders must decide how many shares they will tender, if any, and the price within the stated range at which they will offer their shares for purchase by NBHC. NBHC's directors and executive officers have advised NBHC that they do not intend to tender any of their shares in the tender offer.

NBHC's capital management strategy includes many options, and which tool it elects to use is dependent upon market conditions. Since its inception, NBHC has used its strong capital position to support organic growth, make accretive acquisitions, pay dividends and fund share repurchases. At the moment, NBHC believes that accelerating its share repurchase program via this tender offer will significantly enhance shareholder value, while leaving it with excess capital to support organic growth and other strategic options including acquisitions.

Keefe, Bruyette & Woods, Inc. is the dealer manager and information agent for the tender offer. The depositary is American Stock Transfer & Trust Company, LLC. Wachtell, Lipton, Rosen & Katz is NBHC's legal counsel for the tender offer.

The Offer to Purchase, a letter of transmittal and related documents will be mailed to stockholders of record and also will be made available for distribution to beneficial owners of NBHC's stock. For questions and information, please call the dealer manager and information agent toll-free at 877-892-9475.

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