First Horizon National Corp. (NYSE:FHN) (“First Horizon”) and
Capital Bank Financial Corp. (NASDAQ:CBF) (“Capital Bank
Financial”) announced today that, in connection with their proposed
merger, Capital Bank Corporation (“Capital Bank”) will sell two
branches in Greene County, totaling approximately $34 million in
deposits and $2.5 million in loans, to Apex Bank, a Tennessee
banking corporation. Apex Bank’s purchase includes both branches
slated for divestiture under First Horizon’s agreement with the
United States Department of Justice and commitments to the Board of
Governors of the Federal Reserve System, which were entered into in
connection with a customary review of First Horizon’s pending
merger with Capital Bank Financial.
Apex Bank has $517 million in assets and currently operates 11
branches in Tennessee, including two branches in Greene County.
Apex Bank expects to retain all current branch employees when the
purchase closes.
Under the agreement, Apex Bank agreed to purchase the following
Capital Bank branches in Greene County:
Branch
Address
Towne
Square
255 West Summer Street
Greeneville, TN 37743
Baileyton
560 Van Hill Road
Greeneville, TN 37745
The divestiture transaction is subject to completion of the
First Horizon and Capital Bank Financial merger, the receipt of
customary regulatory approvals by Apex Bank, and satisfaction of
customary closing conditions.
Barclays Capital Inc. served as financial advisor and Sullivan
& Cromwell LLP served as legal counsel to First Horizon.
Wachtell Lipton Rosen & Katz served as legal counsel to Capital
Bank Financial.
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 pending merger of First Horizon with
Capital Bank Financial, 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 pending merger of First Horizon with
Capital Bank Financial. 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 MERGER, 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 HorizonThe 4,300 employees
of First Horizon National Corp. (NYSE:FHN) provide
financial services through more than 160 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, No. 5 on American
Banker’s Top 10 Most Reputable U.S. Banks, has the
largest deposit market share in Tennessee and one of the
highest customer retention rates of any bank in the
country. FTN Financial is an 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. More information is available at www.FirstHorizon.com.
About Capital BankCapital Bank
Financial 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 September 30, 2017,
and 178 full-service banking offices throughout Florida, North
and South Carolina, Tennessee, and Virginia. To
learn more about Capital Bank Financial, please visit
www.capitalbank-us.com.
FHN-G
Contacts
First HorizonInvestor
Relations Aarti
Bowman
(901)523-4017 AAGoorha@FirstHorizon.com Media
Relations
James
Dowd
(901)523-4305 JEDowd@FirstHorizon.com
Capital BankInvestor
Relations Kenneth A.
Posner (212)399-4020
KPosner@CBFCorp.com
Capital Bank Financial Corp. (MM) (NASDAQ:CBF)
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