FIRST HORIZON NATIONAL CORPORATION (NYSE:FHN) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement.

Agreement and Plan of Merger

On May 3, 2017, First Horizon National Corporation, a Tennessee
corporation (First Horizon), entered into an Agreement and
Plan of Merger (the Merger Agreement) with Capital Bank
Financial Corp., a Delaware corporation (Capital Bank) and
Firestone Sub, Inc., a Delaware corporation and a wholly owned
subsidiary of First Horizon (Merger Sub). The Merger
Agreement provides that, upon the terms and subject to the
conditions set forth therein, Merger Sub will merge with and into
Capital Bank (the Merger), with Capital Bank as the
surviving corporation in the Merger (the Surviving
Company). As soon as reasonably practicable following the
Merger, the Surviving Company will merge with and into First
Horizon (the Second Step Merger, and together with the
Merger, the Mergers), with First Horizon as the surviving
corporation in the Second Step Merger. Immediately following the
Second Step Merger, or at such later time as First Horizon may
determine, Capital Banks wholly owned bank subsidiary, Capital
Bank Corporation (Capital Bank Sub) and First Horizons
wholly owned bank subsidiary, First Tennessee Bank National
Association (First Tennessee) will be combined under a
single bank charter (the Bank Merger). The Merger
Agreement was approved by the Board of Directors of each of First
Horizon, Merger Sub and Capital Bank.

Subject to the terms and conditions of the Merger Agreement, at
the effective time of the Merger (the Effective Time),
each share of Capital Banks Class A Common Stock and Class B
Non-Voting Common Stock (together, Capital Bank Common
Stock) will be converted into the right to receive either

in each case at the election of the holder of such share of
Capital Bank Common Stock, subject to procedures applicable to
oversubscription and undersubscription for cash consideration.
The aggregate amount of Cash Consideration will equal
$410,535,300 (the Cash Component).

In addition, each outstanding option granted by Capital Bank to
purchase shares of Capital Bank Common Stock (a Capital Bank
Stock Option) will fully vest (to the extent unvested) and
will be 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 Common Stock subject to such Capital Bank Stock
Option immediately prior to the Effective Time multiplied by (B)
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 Common Stock of such Capital Bank Stock Option divided by
(B) the Exchange Ratio. Each restricted share of Capital Bank
that is outstanding immediately prior to the Effective Time will
be cancelled and converted automatically into the right to
receive an amount in cash equal to the Cash Consideration, less
applicable tax withholdings.

The Merger Agreement also provides, among other things, that as
of the Effective Time, the number of directors constituting the
Board of Directors of First Horizon will be increased by two and
that one of the two vacancies shall be filled by Mr. R. Eugene
Taylor and the other shall be filled by a member of the Board of
Directors of Capital Bank agreed upon by First Horizon and
Capital Bank.

The Merger Agreement contains customary representations and
warranties from both First Horizon and Capital Bank, and each
party has agreed to customary covenants, including, among others,
covenants relating to the conduct of its business during the
interim period between the execution of the Merger Agreement and
the Effective Time, First Horizons obligation to recommend that
its shareholders approve the issuance of First Horizon Common
Stock in connection with the Merger, Capital Banks obligation to
recommend that its stockholders adopt the Merger Agreement, and
Capital Banks non-solicitation obligations relating to
alternative acquisition proposals. First Horizon and Capital Bank
have agreed to use their reasonable best efforts to prepare and
file all applications, notices, and other documents to obtain all
necessary consents and approvals for consummation of the
transactions contemplated by the Merger Agreement. Capital Bank
also agreed to use its reasonable best efforts to cause Capital
Bank Sub to (1) prepare and file applications, notices and
filings required by Capital Banks or Capital Bank Subs regulators
to permit Capital Bank Sub to make a distribution of cash to
Capital Bank immediately prior to the

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 Form S-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 Section 368(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 Exhibit 2.1 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
Form S-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 May
3, 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 Class A 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
Class B 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 100% 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 Rule
144.

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 Exhibit 10.1 and incorporated herein by
reference.

* * *

Forward-Looking Statements

This Current Report on Form 8-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 Form 10-K for the year
ended December 31, 2016 and in its subsequent Quarterly Reports
on Form 10-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 Form 10-K for the year ended December 31,
2016 and in its subsequent Quarterly Reports on Form 10-Q,
including for the quarter ended March 31, 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 Form S-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, 8^th Floor, Memphis,
TN 38103, telephone (901) 523-5679, or Capital Bank Financial
Corp., Attention: Secretary, 4725 Piedmont Row Drive, Suite 110,
Charlotte, NC 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 March 13, 2017,
and certain of its Current Reports on Form 8-K. Information
regarding Capital Banks directors and executive officers is
available in its definitive proxy statement, which was filed with
SEC on April 28, 2017, and certain of its Current Reports on Form
8-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

*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.

EXHIBIT INDEX

*Certain schedules to this agreement have been omitted

About FIRST HORIZON NATIONAL CORPORATION (NYSE:FHN)

First Horizon National Corporation (FHN) is a bank holding company. The Company provides financial services through its subsidiary, First Tennessee Bank National Association (the Bank). The Company has four segments: regional banking, fixed income, corporate and non-strategic. The Company’s regional banking segment offers financial products and services, including traditional lending and deposit taking, to retail and commercial customers in Tennessee and other selected markets. The regional banking segment provides investments and financial planning. The Company’s fixed income segment consists of fixed income securities sales, trading, and strategies for institutional clients in the United States and abroad. The Company’s corporate segment consists of funds management, tax credit investment activities and gains on the extinguishment of debt, among others. The non-strategic segment offers wind-down national consumer lending activities and mortgage banking elements.

FIRST HORIZON NATIONAL CORPORATION (NYSE:FHN) Recent Trading Information

FIRST HORIZON NATIONAL CORPORATION (NYSE:FHN) closed its last trading session down -0.15 at 18.37 with 5,591,687 shares trading hands.