CAPITAL BANK FINANCIAL CORP. (NASDAQ:CBF) Files An 8-K Other Events
ITEM 8.01. Other Events
On May4, 2017, Capital Bank Financial Corp. (Capital Bank) and
First Horizon National Corporation (First Horizon) issued a joint
press release announcing the execution of an Agreement and Plan
of Merger, dated as of May3, 2017, by and among First Horizon,
Capital Bank, and Firestone Sub, Inc., a direct wholly owned
subsidiary of First Horizon (the Merger Agreement). The execution
of the Merger Agreement followed an auction process in which
Capital Banks financial advisors contacted numerous parties
believed to be the most likely potential acquirors of Capital
Bank. All of the contacted parties participated in management
presentations with members of Capital Bank senior management.
Following media reports of a possible sale process by Capital
Bank, no unsolicited indications of interest were received by
Capital Bank or its financial advisors. The Merger Agreement was
then executed after a period of negotiations between Capital Bank
and First Horizon. A copy of the joint press release is attached
hereto as Exhibit99.1 and is incorporated by reference herein.
* * *
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
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(d) |
Exhibits |
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99.1 Joint Press Release, dated May4, 2017 |
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. CAPITAL BANK FINANCIAL CORP. (NASDAQ:CBF) Recent Trading Information
CAPITAL BANK FINANCIAL CORP. (NASDAQ:CBF) closed its last trading session down -2.25 at 39.80 with 126,520 shares trading hands.
