Hilltop Holdings Inc (HTH)

[Enterprising Investor]

SWS Commences Mailing of Definitive Proxy Statement In Connection With Proposed $100 Million Capital Raise (4/12/11)

Special Meeting of Stockholders Scheduled for May 18, 2011

DALLAS, April 12, 2011 /PRNewswire/ -- SWS Group, Inc. (NYSE: SWS) today announced it has filed with the Securities and Exchange Commission definitive proxy materials in connection with its definitive Funding Agreement with Hilltop Holdings Inc. (NYSE: HTH) and Oak Hill Capital Partners (the "Investors"). The company expects to commence mailing of the definitive proxy materials to SWS Group stockholders today. As previously announced on March 21, 2011, pursuant to the Funding Agreement, Hilltop and Oak Hill Capital each agreed to invest in SWS Group through a $50 million loan, and SWS Group agreed to issue each of Hilltop and Oak Hill Capital a warrant to purchase common shares of SWS Group.

A special meeting of SWS Group stockholders to consider and vote upon the proposed transaction will be held at Renaissance Tower, 1201 Elm Street, Suite 4200, Dallas, Texas 75270, at 9:00 a.m., local time, on May 18, 2011. All SWS Group stockholders of record at the close of business on April 7, 2011, are entitled to vote on the matters presented at the special meeting.

SWS Group's Board of Directors has unanimously approved the transaction and recommends that all SWS Group stockholders vote "FOR" the proposed issuance of the warrants and the securities issuable upon the exercise of the warrants.

The extension of the loan and issuance of the warrants are conditioned on, among other things, receipt of requisite regulatory approvals and consents, approval by the stockholders of SWS Group of the issuance of the warrants and the securities issuable upon the exercise of the warrants, maintenance by SWS Group of specified levels of deposits and other customary conditions. Closing of these transactions is expected in the third calendar quarter of 2011.

SWS Group stockholders are encouraged to read the company's definitive proxy materials in their entirety as they provide, among other things, a detailed discussion of the process that led to the proposed transaction and the reasons behind the Board of Directors' unanimous recommendation that stockholders vote "FOR" the approval of the transaction.

SWS stockholders who have questions about the transaction or need assistance in submitting their proxy or voting their shares should contact the company's proxy solicitor, MacKenzie Partners, located at 105 Madison Avenue, New York, NY 10016 at [phone] (call collect) or [phone] (toll-free).

Sandler O'Neill + Partners, L.P. is serving as financial advisor to SWS Group and Andrews Kurth LLP is serving as its legal advisor.

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