FIRST HORIZON NATIONAL CORPORATION (NYSE:FHN) Files An 8-K Other Events
ITEM 8.01. Other Events
On May 4, 2017, First Horizon National Corporation (First
Horizon) and Capital Bank Financial Corp. (Capital
Bank) issued a joint press release announcing the execution
of an agreement and plan of merger, dated May 3, 2017, between
First Horizon, Capital Bank and Firestone Sub, Inc., a Delaware
corporation and direct wholly-owned subsidiary of First Horizon,
to which and on the terms and subject to the conditions set forth
therein, Capital Bank will merge with and into First Horizon,
with First Horizon as the surviving corporation in the merger.
First Horizon also provided supplemental information regarding
the proposed transaction in connection with a presentation to
investors. A copy of the joint press release is attached hereto
as Exhibit 99.1 and a copy of the investor presentation is
attached hereto as Exhibit 99.2, both of which are 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
Securities and Exchange Commission (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, 8th Floor, Memphis,
TN 38103, telephone (901) 523-5679, or Kenneth A. Posner, Capital
Bank Financial Corp.,1345 Avenue of the Americas, Suite 2-087,
New York, NY 10105, telephone (212) 399-4020.
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 |
| (d) Exhibits |
| 99.1 Joint Press Release, dated May 4, 2017 |
| 99.2 Investor Presentation, dated May 4, 2017 |
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 up +0.26 at 18.82 with 1,213,628 shares trading hands.