First Horizon National Corporation (NYSE:FHN) (“First Horizon”) and
Capital Bank Financial Corp. (NASDAQ:CBF) (“Capital Bank
Financial”) today announced that the “
Election
Deadline” (as defined in the election materials previously
provided to Capital Bank Financial stockholders of record)
is 5:00 p.m. CST on November 28,
2017. The Election Deadline is based on the parties’
current expectation that the merger transaction will be completed
on November 30, 2017. However, the completion of the
transaction remains subject to the satisfaction or waiver of
certain conditions contained in the parties’ Agreement and Plan of
Merger, dated as of May 3, 2017 (the “Merger Agreement”).
The Election Deadline, as provided in the Merger Agreement, is
the deadline by which stockholders of record of Capital Bank
Financial may elect to receive cash, shares of First Horizon common
stock, or both as “merger consideration” in connection with the
parties’ proposed merger. The Election Deadline may be
extended, in which case First Horizon and Capital Bank Financial
will announce the new Election Deadline by issuing another press
release.
Capital Bank Financial stockholders of record wishing to make an
election must deliver to Wells Fargo Bank, N.A. (the “Exchange
Agent”), a properly completed Letter of Election and Transmittal
and any other applicable election materials, by the Election
Deadline of 5:00 p.m. CST on November 28, 2017 (unless
extended). The election materials do not provide for a
guaranteed delivery procedure. Capital Bank Financial stockholders
who hold their shares through a bank, broker or other nominee may
be subject to an earlier deadline than the Election Deadline for
making their elections, based on the instructions of their brokers,
banks or other nominees. Capital Bank Financial stockholders bear
the risk of ensuring proper and timely delivery of their election
materials.
Capital Bank Financial stockholders may elect to receive, with
respect to each share of Capital Bank Financial common stock held,
either (i) an amount in cash equal to the sum, rounded to the
nearest one-tenth of a cent, of (A) $7.90 plus (B) the product
of 1.75 multiplied by the average of the closing sale prices of a
share of First Horizon common stock on the New York Stock Exchange,
for the ten full trading days ending on the day preceding the
closing date of the merger (the “First Horizon Share Closing
Price”), or (ii) the number of shares of First Horizon common stock
equal to the quotient, rounded to the nearest ten thousandth, of
(A) cash consideration divided by (B) the First Horizon Share
Closing Price, subject to the procedures applicable to
oversubscription and undersubscription for cash consideration set
forth in the Merger Agreement. As a result, stockholders who elect
to receive entirely cash or entirely stock may receive a
combination of cash and First Horizon common stock, and
stockholders who elect to receive a combination of cash and stock
may receive cash and First Horizon common stock in a different
proportion from what they elected.
Stockholders who do not submit properly completed election
materials to the Exchange Agent by the Election Deadline will be
deemed to have made no election with respect to their shares of
Capital Bank Financial common stock. Such shares will be converted
into the right to receive the stock consideration or the cash
consideration according to the allocation procedures specified in
the Merger Agreement. After Capital Bank Financial stockholders
have made their elections and tendered their shares of Capital Bank
Financial common stock to the Exchange Agent, they will be unable
to sell or transfer their shares of Capital Bank Financial common
stock unless they revoke their election prior to the Election
Deadline.
All of the documents necessary to make an election were
previously mailed to Capital Bank Financial stockholders of record
as of October 13, 2017. Capital Bank Financial stockholders of
record may obtain additional copies of the election materials by
contacting Morrow Sodali LLC at (800) 414-4313. Capital Bank
Financial stockholders who hold their shares in “street name” may
obtain additional copies of the election materials by contacting
their bank, broker or other nominee.
A more detailed description of the merger consideration and the
allocation and proration procedures applicable to elections is
contained in the Joint Proxy Statement/Prospectus dated July 28,
2017. Capital Bank Financial stockholders are urged to read the
Joint Proxy Statement/Prospectus carefully and in its entirety.
Copies of the Joint Proxy Statement/Prospectus may be obtained for
free by following the instructions below under “Important Other
Information.”
Capital Bank Financial stockholders of record with questions
regarding the election process should contact Morrow Sodali LLC,
the information agent for the election, at (800) 414-4313 as soon
as possible. Capital Bank Financial stockholders holding shares of
Capital Bank Financial common stock in “street name” should contact
their broker, bank or other nominee with questions regarding the
election process.
Forward-Looking Statements
This communication 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 Financial, 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 Horizon’s and Capital Bank
Financial’s 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 (FSOC), the Public Company
Accounting Oversight Board (PCAOB), and other regulators and
agencies; 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 Financial; the
possibility that the proposed transaction will not close when
expected or at all because 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 Financial 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 management’s 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 Horizon’s and Capital Bank Financial’s
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
Financial.
Additional factors that could cause results to differ materially
from those contemplated by forward-looking statements can be found
in First Horizon’s 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 Horizon’s website, http://www.firsthorizon.com,
under the heading “SEC Filings” and in other documents First
Horizon files with the SEC, and in Capital Bank Financial’s 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
quarters ended March 31, 2017, June 30, 2017 and September 30,
2017, filed with the SEC and available in the “Investor Relations”
section of Capital Bank Financial’s website,
www.CapitalBank-US.com, under the heading “Financials &
Filings” and in other documents Capital Bank Financial files with
the SEC.
Important Other Information
In connection with the proposed transaction, First Horizon has
filed with the SEC a Registration Statement on Form S-4 (No.
333-219052), which was declared effective on July 28, 2017, a Joint
Proxy Statement/Prospectus dated July 28, 2017, as well as other
relevant documents concerning the proposed transaction.
SHAREHOLDERS OF CAPITAL BANK FINANCIAL AND FIRST HORIZON ARE URGED
TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH
THE SEC REGARDING THE TRANSACTION, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY DO AND WILL CONTAIN
IMPORTANT INFORMATION. Shareholders may obtain a free copy of the
Joint Proxy Statement/Prospectus, as well as other filings
containing information about First Horizon and Capital Bank
Financial, without charge, at the SEC’s 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, 13th Floor, Memphis, TN 38103, telephone (901) 523-5679,
or Capital Bank Financial Corp., Attention: Secretary, 4725
Piedmont Row Drive, Suite 110, Charlotte, NC 28210.
About First Horizon
The 4,300 employees of First Horizon National Corp. (NYSE:FHN)
provide financial services through more than 160 First Tennessee
Bank locations across Tennessee and the southern U.S. and 28 FTN
Financial offices across the U.S. The company was founded in 1864
and has the 14th oldest national bank charter in the country. First
Tennessee has the largest deposit market share in Tennessee, one of
the highest customer retention rates of any bank in the country and
has been ranked by American Banker as No. 5 among the Top 10 Most
Reputable U.S. Banks. FTN Financial is a capital markets industry
leader in fixed income sales, trading and strategies for
institutional customers in the U.S. and abroad. First Horizon has
been recognized as one of the nation’s best employers by Working
Mother and American Banker magazines and the National Association
for Female Executives. More information is available at
www.FirstHorizon.com.
Contact:
First Horizon Investor Relations, Aarti Bowman, (901) 523-4017
First Horizon Media Relations, James Dowd, (901) 523-4305
About Capital Bank Financial
Capital Bank Financial Corp. is a bank holding company, formed
in 2009 to create a premier regional banking franchise in the
southeastern United States. Capital Bank Financial is the
parent of Capital Bank Corporation, a State of North Carolina
chartered financial institution with $10.1 billion in total assets
as of June 30, 2017, and 189 full-service banking offices
throughout Florida, North and South Carolina, Tennessee and
Virginia. To learn more about Capital Bank Financial Corp., please
visit www.capitalbank-us.com.
Contact:
Capital Bank Financial Chief of Strategic Planning and Investor
Relations, Kenneth A. Posner, (212) 399-4020,
Kposner@cbfcorp.com
FHN-G
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