Hilltop Holdings Proposes to Acquire SWS Group for $7.00/Share

Hilltop Holdings Inc.

submitted a written proposal to the SWS Group, Inc. Board of Directors to acquire all of the outstanding shares of SWS that it does not already own for $7.00 per share in 50% cash and 50% Hilltop common stock. In 2011, Hilltop invested $50 million in SWS 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 Directors of SWS and Hilltop's President and Chief Executive Officer, Jeremy B. 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 8,695,652 common shares of SWS at an exercise price of $5.75 per