CAPITAL BANK FINANCIAL CORP. (NASDAQ:CBF) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 5.03. Completion of Acquisition or Disposition of Assets

Effective November 30, 2017, to the Merger Agreement, Merger Sub merged with and into Capital Bank Financial, with Capital Bank Financial as the surviving corporation in the Merger. Immediately after the Merger, Capital Bank Financial merged with and into First Horizon, with First Horizon as the surviving corporation in the Second Step Merger. Following the Mergers, Capital Bank merged with and into the Bank, with the Bank as the surviving entity in the Bank Merger.

Under the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of Capital Bank Financial’s Class A Common Stock and Class B Non-Voting Common Stock (together, “Capital Bank Financial Common Stock”) was converted into the right to receive either $40.573 in cash (the “Cash Consideration”) or 2.1732 shares of First Horizon’s Common Stock (the “Stock Consideration” and together with the Cash Consideration, the “Merger Consideration”), at the election of the holder of such share of Capital Bank Financial Common Stock, subject to procedures applicable to oversubscription and undersubscription for Cash Consideration set forth in the Merger Agreement. The aggregate amount of Cash Consideration will equal $410,535,300, with approximately 10,118,435 shares of Capital Bank Financial Common Stock being converted into the right to receive the Cash Consideration and the remaining shares being converted into the right to receive the Stock Consideration. Based on initial results of Capital Bank Financial stockholder elections of Merger Consideration, the Cash Consideration is oversubscribed. Accordingly, it is currently expected the Capital Bank Financial stockholders who validly elected to receive the Cash Consideration will receive approximately 46% of the Merger Consideration payable to them in cash and 54% in the form of First Horizon Common Stock. Capital Bank Financial stockholders who validly elected to receive the Stock Consideration or made no election will receive the Merger Consideration payable to them solely in the form of First Horizon Common Stock (and, if applicable, cash in lieu of fractional shares). The exchange agent for the Merger is required to effect the final allocation of the Merger Consideration by December 7, 2017.

In addition, at the Effective Time, each outstanding option granted by Capital Bank Financial to purchase shares of Capital Bank Financial Common Stock (a “Capital Bank Financial Stock Option”) fully vested (to the extent unvested) and was assumed, on the same terms and conditions, by First Horizon and converted into an option to purchase a number of shares of First Horizon Common Stock (rounded down to the nearest whole share) that equals the product of (A) the number of shares of Capital Bank Financial Common Stock subject to such Capital Bank Financial Stock Option immediately prior to the Effective Time multiplied by (B) 2.1732 (the “Exchange Ratio”), at an exercise price per share of First Horizon Common Stock (rounded up to the nearest whole cent) equal to the quotient of (A) the exercise price per share of Capital Bank Financial Common Stock of such Capital Bank Financial Stock Option divided by (B) the Exchange Ratio. Each restricted share of Capital Bank Financial that was outstanding immediately prior to the Effective Time was cancelled and converted automatically into the right to receive an amount in cash equal to the Cash Consideration, less applicable tax withholdings.

The foregoing description of the Transaction and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to Capital Bank Financial’s Current Report on Form 8-K filed on May 5, 2017 and is incorporated by reference herein.

As a result of the transactions described in Item 5.03 of this Current Report on Form8-K,which are incorporated by reference herein, Capital Bank Financial requested that the shares of Capital Bank Financial’s Class

A Common Stock, which traded under the symbol “CBF,” cease to be traded on the NASDAQ Stock Market (the “NASDAQ”) and be delisted from the NASDAQ prior to market open on December 1, 2017. Capital Bank Financial has also requested the NASDAQ to file a notification of removal from listing of Capital Bank Financial’s Class A Common Stock on Form 25 with U.S. Securities and Exchange Commission (the “SEC”).

Additionally, Capital Bank Financial intends to file with the SEC certifications on Form 15 under the Securities Exchange Act of 1934 (the “Exchange Act”) to request the deregistration of the Capital Bank Financial Common Stock under the Exchange Act and the suspension of Capital Bank Financial’s reporting obligations under Sections 13 and 15(d) of the Exchange Act as promptly as practicable.

The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

As a result of the Merger, each issued and outstanding share of Capital Bank Financial Common Stock, was cancelled and each holder of Capital Bank Financial Common Stock ceased to have any rights as a stockholder of Capital Bank Financial other than the right to receive the Merger Consideration as set forth in the Merger Agreement.

The information set forth in Item 5.03 and Item 5.03 is incorporated by reference into this Item 5.03.

The information set forth in Item 5.03 is incorporated by reference into this Item 5.03.

On November 30, 2017, effective upon the consummation of the Merger, Capital Bank Financial’s directors and executive officers ceased serving in such capacities. In addition, as previously described in Capital Bank Financial’s definitive proxy statement, dated July28, 2017, in the section entitled “The Mergers—Interests of Capital Bank Financial’s Directors and Executive Officers in the Merger—Existing Employment Agreements between Capital Bank Financial and Certain Named Executive Officers,” to the Merger Agreement, on November29, 2017, Capital Bank Financial entered into an amendment to the employment agreement with Christopher G. Marshall, Capital Bank Financial’s Chief Financial Officer, which amendment provides that noncompetition covenant under Mr. Marshall’s employment agreement will not apply following the Merger, but that the nonsolicitation covenant thereunder will apply for a period of two years following his termination of employment.

to the Merger Agreement, as of the Effective Time, the Certificate of Incorporation and the Bylaws of Merger Sub became the Certificate of Incorporation and Bylaws of Capital Bank Financial. As of the effective time of the Second Step Merger, the Certificate of Incorporation and the Bylaws of Capital Bank Financial ceased to be in effect by operation of law and the organizational documents of First Horizon (as successor to Capital Bank Financial by operation of law) remained the Restated Charter and Bylaws of First Horizon, consistent with the terms of the Merger Agreement. A copy of the Restated Charter and Bylaws of First Horizon are filed as Exhibits 3.1 and 3.2 of this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

On December 1, 2017, First Horizon issued a press release announcing the completion of the Transaction, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Capital Bank Financial Corp. Exhibit
EX-3.2 2 c89831_ex3-2.htm EXHIBIT 3.2   BYLAWS OF FIRST HORIZON NATIONAL CORPORATION (As Amended and Restated Effective November 30,…
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About CAPITAL BANK FINANCIAL CORP. (NASDAQ:CBF)

Capital Bank Financial Corp. (CBF) is a bank holding company whose business is conducted primarily through Capital Bank Corporation (the Bank). The Company operates in the financial services operations segment. The Company operates over 150 full service banking offices located in Florida, North Carolina, South Carolina, Tennessee and Virginia. Through its branches, the Company offers a range of commercial and consumer loans and deposits, as well as ancillary financial services. The Company’s commercial loan products include owner occupied and non-owner occupied commercial real estate; construction; working capital loans and lines of credit; demand, and time loans, and equipment, inventory and accounts receivable financing. Consumer loan products it offers include home equity loans and lines of credit; residential first lien mortgages; second lien mortgages; new and used auto loans; new and used boat loans; overdraft protection, and unsecured personal credit lines.