CAPITAL BANK FINANCIAL CORP. (NASDAQ:CBF) Files An 8-K Entry into a Material Definitive Agreement

anticipated closing date of the Merger, and (2)if First Horizon
so requests, cause Capital Bank Sub to make such a distribution
in an amount not to exceed the lesser of (x)the amount of cash
that Capital Bank Sub may, in Capital Banks reasonable
determination distribute based on its available cash on hand
and (y)the amount approved by the applicable regulators, in
each case not to exceed the Cash Component.

The completion of the Mergers is subject to customary
conditions, including, among others, (1)the adoption of the
Merger Agreement by Capital Banks stockholders, (2)approval of
the common stock issuance by First Horizons stockholders,
(3)authorization for listing on the New York Stock Exchange of
the shares of First Horizon Common Stock to be issued in the
Merger, (4)the effectiveness of the registration statement on
FormS-4 to be filed with the Securities and Exchange Commission
for the First Horizon Common Stock to be issued in the Merger,
(5)the absence of any order, injunction or other legal
restraint preventing the completion of the Merger or the Bank
Merger or making the consummation of the Merger illegal, and
(6)the receipt of required regulatory approvals, including the
approval of certain federal banking agencies, without the
imposition of a Materially Burdensome Regulatory Condition (as
defined in the Merger Agreement). Each partys obligation to
complete the Merger is also subject to certain additional
customary conditions, including (i)the accuracy of the
representations and warranties of the other party, subject to
specified materiality standards (ii)performance in all material
respects by the other party of its obligations under the Merger
Agreement, and (iii)receipt by such party of an opinion from
its counsel to the effect that the Mergers, taken together,
will qualify as a reorganization within the meaning of
Section368(a)of the Internal Revenue Code of 1986, as amended.

The Merger Agreement provides certain termination rights for
both First Horizon and Capital Bank and further provides that a
termination fee of $85 million will be payable by Capital Bank
to First Horizon in connection with the termination of the
Merger Agreement under certain circumstances.

The foregoing description of the Merger Agreement does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Merger Agreement, which is
attached hereto as Exhibit2.1 and is incorporated herein by
reference. The representations, warranties and covenants of
each party set forth in the Merger Agreement have been made
only for purposes of, and were and are solely for the benefit
of the parties to, the Merger Agreement, may be subject to
limitations agreed upon by the contracting parties, including
being qualified by confidential disclosures made for the
purposes of allocating contractual risk between the parties to
the Merger Agreement instead of establishing these matters as
facts, and may be subject to standards of materiality
applicable to the contracting parties that differ from those
applicable to investors. Accordingly, the representations and
warranties may not describe the actual state of affairs at the
date they were made or at any other time, and investors should
not rely on them as statements of fact. In addition, such
representations and warranties (1)will not survive consummation
of the Merger, and (2)were made only as of the date of the
Merger Agreement or such other date as is specified in the
Merger Agreement. Moreover, information concerning the subject
matter of the representations, warranties and covenants may
change after the date of the Merger Agreement, which subsequent
information may or may not be fully reflected in the parties
public disclosures. Accordingly, the Merger Agreement is
included with this filing only to provide investors with
information regarding the terms of the Merger Agreement, and
not to provide investors with any other factual information
regarding First Horizon or Capital Bank, their respective
affiliates or their respective businesses. The Merger Agreement
should not be read alone, but should instead be read in
conjunction with the other information regarding First Horizon,
Capital Bank, their respective affiliates or their respective
businesses, the Merger Agreement and the Merger that will be
contained in, or incorporated by reference into, the
Registration Statement on FormS-4 that will include a joint
proxy statement of First Horizon and Capital Bank and a
prospectus of First Horizon, as well as in the Forms 10-K,
Forms 10-Q and other filings that each of First Horizon and
Capital Bank make with the Securities and Exchange Commission
(the SEC).

Company Support Agreements

In connection with the execution of the Merger Agreement, on
May3, 2017, First Horizon entered into letter agreements
(collectively, the Company Support Agreements) with
(1)Oak Hill Capital Partners III, L.P. and Oak Hill Capital
Management Partners III, L.P. (together, Oak Hill Capital
Partners), (2)Crestview NAFH, LLC and Crestview Advisors,
L.L.C. (together, Crestview Partners) and (3)R. Eugene
Taylor (Mr.Taylor and together with Oak Hill Capital
Partners and Crestview Partners, the Supporting
Stockholders). to the Company Support Agreements, each of
the Supporting Stockholders agreed that, at the meeting of
Capital Banks stockholders in connection with the adoption of
the Merger Agreement or any other meeting or action of Capital
Banks stockholders with respect to which they are entitled to
vote, each Supporting Stockholder will (i)vote all of the
shares of Capital Bank ClassA Common Stock beneficially owned
by them (the Owned Voting Shares) in favor of approval
of the Merger Agreement and the Merger, and (ii)not vote the
Owned Voting Shares in favor of approval of any alternative
acquisition proposal. Each Supporting Stockholder also agreed
not to solicit or engage in negotiations with respect to any
alternative acquisition proposal. The Supporting Stockholders
will not be required to vote the Owned Voting Shares in favor
of approval of certain amendments or modifications to the
Merger Agreement.

In addition, prior to the Effective Time, each Supporting
Stockholder agreed not to, without the prior written consent of
First Horizon, sell, transfer, pledge or otherwise encumber or
dispose of the Owned Voting Shares or any shares of Capital
Bank ClassB Non-Voting Common Stock beneficially owned by them
(together with the Owned Voting Shares, the Owned
Shares), unless the transferee agrees in writing to comply
with the requirements of the Company Support Agreement, subject
to certain exceptions generally permitting each of the
Supporting Stockholders to sell up to 25% of their Owned
Shares, and permitting Mr.Taylor to sell up to 50% of his Owned
Shares that were obtained through the exercise of stock
options, in transfers after the stockholder vote that are
exempt from registration and are in compliance with the volume
limitations set forth in Rule144.

Each Supporting Stockholder agreed not to commence or
participate in any class action relating to the negotiation or
execution of the Company Support Agreements or the Merger
Agreement, or the consummation of the Merger.

The foregoing summary of the Company Support Agreements is not
intended to be complete and is qualified in its entirety by
reference to the full text of the Company Support Agreements, a
form of which is filed as Exhibit99.1 and incorporated herein
by reference.

Item 5.03.Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.

On May3, 2017, the Board of Directors of Capital Bank, having
determined that it was in the best interests of Capital Bank
and its stockholders to amend the by-laws of Capital Bank (the
By-Laws), by resolution authorized, approved and adopted an
amendment to the By-Laws that became effective on May3, 2017
(the By-Law Amendment).

The By-Law Amendment provides that, unless Capital Bank
consents in writing to the selection of an alternative forum,
the sole and exclusive forum for (1)any derivative action or
proceeding brought on behalf of Capital Bank, (2)any action
asserting a claim for or based on a breach of a fiduciary duty
owed by any current or

former director or officer or other employee of Capital Bank to
Capital Bank or the Capital Banks stockholders, including a
claim alleging the aiding and abetting of such a breach of
fiduciary duty, (3)any action asserting a claim against Capital
Bank or any current or former director or officer or other
employee of arising to any provision of the Delaware General
Corporation Law (the DGCL) or Capital Banks Restated
Certificate of Incorporation or By-Laws, (4)any action
asserting a claim related to or involving Capital Bank that is
governed by the internal affairs doctrine, or (5)any action
asserting an internal corporate claim as that term is defined
in Section115 of the DGCL shall be a state court located within
the State of Delaware (or, if no state court located within the
State of Delaware has jurisdiction, the federal court for the
District of Delaware).

The foregoing is a summary of the By-Law Amendment, and such
summary is qualified in its entirety by the full text of
Capital Banks By-Laws which, as amended by the By-Law
Amendment, is filed as Exhibit3.1 to this Current Report on
Form8-K and incorporated herein by reference.

***

Forward-Looking Statements

This Current Report on Form8-K contains certain forward-looking
statements within the meaning of the Private Securities
Litigation Reform Act of 1995 with respect to our beliefs,
plans, goals, expectations, and estimates. Forward-looking
statements are not a representation of historical information,
but instead pertain to future operations, strategies, financial
results or other developments. The words believe, expect,
anticipate, intend, estimate, should, is likely, will, going
forward, and other expressions that indicate future events and
trends identify forward-looking statements.

Forward-looking statements are necessarily based upon estimates
and assumptions that are inherently subject to significant
business, operational, economic and competitive uncertainties
and contingencies, many of which are beyond the control of
First Horizon and Capital Bank, and many of which, with respect
to future business decisions and actions, are subject to
change. Examples of uncertainties and contingencies include,
among other important factors: global, general, and local
economic and business conditions, including economic recession
or depression; expectations of and actual timing and amount of
interest rate movements, including the slope and shape of the
yield curve, which can have a significant impact on a financial
services institution; market and monetary fluctuations,
including fluctuations in mortgage markets; inflation or
deflation; customer, investor, competitor, regulatory, and
legislative responses to any or all of these conditions; demand
for First Horizons and Capital Banks product offerings; the
actions of the SEC, the Financial Accounting Standards Board
(FASB), the Office of the Comptroller of the Currency (OCC),
the Board of Governors of the Federal Reserve System (Federal
Reserve), the Federal Deposit Insurance Corporation (FDIC), the
Financial Industry Regulatory Authority (FINRA), the U.S.
Department of the Treasury (Treasury), the Municipal Securities
Rulemaking Board (MSRB), the Consumer Financial Protection
Bureau (CFPB), the Financial Stability Oversight Council
(Council), the Public Company Accounting Oversight Board
(PCAOB), and other regulators and agencies, including in
connection with the regulatory approval process associated with
the merger; pending, threatened, or possible future regulatory,
administrative, and judicial outcomes, actions, and
proceedings; current or future Executive orders; changes in
laws and regulations applicable to First Horizon and Capital
Bank; the possibility that the proposed transaction will not
close when expected or at all because required regulatory,
shareholder or other approvals are not received or other
conditions to the closing are not satisfied on a timely basis
or at all; the possibility that the anticipated benefits of the
transaction will not be realized when expected or at all,
including as a result of the impact of, or problems arising
from, the integration of the two companies or as a result of
the strength of the economy and competitive factors in the
areas where First Horizon and Capital Bank do business; the
possibility that the transaction may be more expensive to
complete than anticipated, including as a result of unexpected
factors or events; diversion of managements attention from
ongoing business operations and opportunities; potential
adverse reactions or changes to business or employee
relationships, including those resulting from the announcement
or completion of the transaction; First Horizons and Capital
Banks success in executing their respective business plans and
strategies and managing the risks involved in the foregoing;
and other factors that may affect future results of First
Horizon and Capital Bank.

Additional factors that could cause results to differ
materially from those contemplated by forward-looking
statements can be found in First Horizons Annual Report on
Form10-K for the year ended December31, 2016 and

in its subsequent Quarterly Reports on Form10-Q filed with the
SEC and available in the Investor Relations section of First
Horizons website, http://www.firsthorizon.com, under the
heading SEC Filings and in other documents First Horizon files
with the SEC, and in Capital Banks Annual Report on Form10-K
for the year ended December31, 2016 and in its subsequent
Quarterly Reports on Form10-Q, including for the quarter ended
March31, 2017, filed with the SEC and available in the Investor
Relations section of Capital Banks website,
https://www.capitalbank-us.com/, under the heading Financials
Filings and in other documents Capital Bank files with the SEC.

Important Other Information

In connection with the proposed transaction, First Horizon will
file with the SEC a Registration Statement on FormS-4 that will
include a Joint Proxy Statement of First Horizon and Capital
Bank and a Prospectus of First Horizon, as well as other
relevant documents concerning the proposed transaction. The
proposed transaction involving First Horizon and Capital Bank
will be submitted to First Horizons shareholders and Capital
Banks stockholders for their consideration. This communication
does not constitute an offer to sell or the solicitation of an
offer to buy any securities or a solicitation of any vote or
approval. SHAREHOLDERS OF FIRST HORIZON AND STOCKHOLDERS OF
CAPITAL BANK ARE URGED TO READ THE REGISTRATION STATEMENT AND
THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE TRANSACTION
WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO
THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Shareholders will be able to obtain a free copy of
the definitive joint proxy statement/prospectus, as well as
other filings containing information about First Horizon and
Capital Bank, without charge, at the SECs website
(http://www.sec.gov). Copies of the joint proxy
statement/prospectus and the filings with the SEC that will be
incorporated by reference in the joint proxy
statement/prospectus can also be obtained, without charge, by
directing a request to Clyde A Billings,Jr., First Horizon
National Corporation, 165 Madison, 8th Floor, Memphis, TN
38103, telephone 901.523.5679, or Capital Bank Financial Corp.,
Attention: Secretary, 4725 Piedmont Row Drive, Suite110,
Charlotte, North Carolina 28210.

Participants in the Solicitation

First Horizon, Capital Bank, and certain of their respective
directors, executive officers and employees may be deemed to be
participants in the solicitation of proxies in respect of the
proposed transaction. Information regarding First Horizons
directors and executive officers is available in its definitive
proxy statement, which was filed with the SEC on March13, 2017,
and certain of its Current Reports on Form8-K. Information
regarding Capital Banks directors and executive officers is
available in its definitive proxy statement, which was filed
with SEC on April28, 2017, and certain of its Current Reports
on Form8-K. Other information regarding the participants in the
proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, will be
contained in the joint proxy statement/prospectus and other
relevant materials filed with the SEC. Free copies of this
document may be obtained as described in the preceding
paragraph.

Item 9.01. Financial Statements and
Exhibits

(d) Exhibits

(A) Certain schedules to this agreement have been omitted to
Item 601(b)(2)of Regulation S-K and First Horizon agrees to
furnish supplementally to the Securities and Exchange
Commission a copy of any omitted schedule upon request.

to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.

EXHIBITINDEX

(A) Certain schedules to this agreement have been omitted