Hilltop Holdings Inc. · NYSE:HTH

Hilltop — Merger or Acquisition (September 2013)

12 slides from Hilltop's merger presentation, Sep 19, 2013

  1. Slide 1: FDIC-Assisted Acquisition of Edinburg, Texas-Based First National Bank

    FDIC-Assisted Acquisition of Edinburg, Texas-Based First National Bank Investor Presentation | September 19, 2013

  2. Slide 2: Disclaimer

    Disclaimer 2 FORWARD-LOOKING STATEMENTS This presentation and statements made by representatives of Hilltop Holdings Inc. (“Hilltop” or the “Company”) during the course of this presentation include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 199

  3. Slide 3: Transaction Structure and Loss Share

    Transaction Structure and Loss Share 3 Structure • Hilltop Holdings Inc. (“HTH”), through its subsidiary PlainsCapital Bank, has entered into a whole bank purchase and assumption agreement with the FDIC to assume substantially all of the liabilities and purchase substantially all of the assets of Ed

  4. Slide 4: Assets Purchased and Liabilities Assumed

    Assets Purchased and Liabilities Assumed 4 Assets • Purchased approximately $2.6 billion of assets (after exclusion of certain assets), which includes • $1.6 billion in loans • $223 million in REO • Assets purchased at book value, except investments and bank premises, which were both acquired at fai

  5. Slide 5: Transaction Rationale

    5 Transaction Rationale Attractive Geographic Footprint • Acquired one of the few sizable banks in Texas that will meaningfully expand PlainsCapital Bank’s footprint, adding 51 branches • Expanded into Rio Grande Valley, Houston, Corpus Christi, Laredo and El Paso • FNB has top 10 deposit market ran

  6. Slide 6: First National Bank Profile

    First National Bank Profile 6 Overview • First National Bank is a $3.1 billion asset bank that was founded in 1934 and currently has approximately 716 employees • 9th largest bank headquartered in Texas by deposits • Core markets are cities located in the Rio Grande Valley • $2.3 billion in total de

  7. Slide 7: Deposit Mix

    7 Deposit Mix $0.2 $0.2 $0.2 $0.2 $0.2 $0.2 $0.2 $1.0 $0.8 $0.9 $0.9 $0.8 $0.7 $0.7 $0.8 $0.7 $1.5 $1.2 $1.3 $1.4 $1.4 $1.3 $1.3 $0.3 $0.3 $0.2 $0.2 $0.1 $3.2 $2.9 $2.9 $2.6 $2.5 $2.4 $2.3 $0.0 $1.0 $2.0 $3.0 $4.0 2008 2009 2010 2011 2012 Q1 2013 Q2 2013 ($bn) Transaction Accounts MMDA and Savings R

  8. Slide 8: Loan Portfolio

    8 Loan Portfolio $1.0 $1.1 $1.1 $1.0 $0.9 $0.9 $0.8 $0.8 $0.6 $0.6 $0.5 $0.3 $0.3 $0.3 $0.3 $0.4 $0.4 $0.4 $0.4 $0.4 $0.4 $0.2 $0.2 $0.1 $0.1 $0.1 $0.1 $0.1 $0.3 $0.3 $0.3 $0.2 $0.1 $0.1 $0.1 $0.2 $0.2 $0.1 $0.1 $0.1 $0.1 $0.1 $2.8 $2.7 $2.7 $2.4 $2.0 $1.9 $1.9 $0.0 $0.5 $1.0 $1.5 $2.0 $2.5 $3.0 $3.

  9. Slide 9: First National Bank Branch Network

    First National Bank Branch Network 9 MSA Market Rank Branches Deposits ($000) Market Share (%) Percent of FNB Franchise (%) McAllen/Edinburg/Mission 5 18 867,799 9.28 32.73 Houston 34 6 400,775 0.27 15.12 DFW 41 1 384,877 0.22 14.52 Brownsville/Harlingen 5 8 328,964 7.91 12.41 Corpus Christi 9 4 148

  10. Slide 10: Texas Market Share Summary – June 30, 2012

    10 Texas Market Share Summary – June 30, 2012 Source: SNL, call reports Notes: Deposits/market share from SNL as of June 30, 2012 (1) Ranked by deposit market share in all of Texas (2) Top 20 largest banks in Texas by deposit market share $ in millions Dallas Houston San Antonio Austin Texas No.1 Ba

  11. Slide 11: Conclusion

    Conclusion 11 • Acquisition allows Hilltop to materially expand PlainsCapital Bank’s platform throughout Texas with well structured transaction • No deposit premium acquisition with conservative asset discount • Substantial FDIC loss share protection via 3-tranche structure provides attractive credi

  12. Slide 12: Investor Contact

    Investor Contact 12 For questions and inquiries, please contact: Isabell Novakov Investor Relations 214-252-4029 inovakov@plainscapital.com

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