First Horizon Announces Final Capital Bank Financial Merger Consideration Allocations
December 07 2017 - 09:00AM
First Horizon National Corporation (NYSE:FHN) (“First Horizon”)
today announced the final merger consideration election and
allocation results for its acquisition of Capital Bank Financial
Corp. (“Capital Bank Financial”), which was completed effective
November 30, 2017.
Under the terms and conditions of the merger agreement relating
to the acquisition, at the effective time of the merger, each share
of Capital Bank Financial common stock was converted into the right
to receive either $40.573 in cash or 2.1732 shares of First Horizon
common stock, at the election of the holder of such share of
Capital Bank Financial common stock, subject to procedures
applicable to oversubscription and undersubscription for cash
consideration set forth in the Merger Agreement.
Pursuant to the allocation provisions set forth in the merger
agreement, approximately 10,118,435 shares of Capital Bank
Financial common stock were converted into the right to receive
cash in the amount of $40.573 per share and the remaining shares
were converted into the right to receive 2.1732 shares of First
Horizon common stock per share.
Holders of approximately 42 percent of the outstanding Capital
Bank Financial shares of common stock elected to receive cash, and
the balance elected to receive First Horizon common stock or made
no election. Accordingly, Capital Bank Financial stockholders who
validly elected to receive the cash consideration will receive,
subject to rounding as set forth in the merger agreement (which may
result in the payment of cash in lieu of fractional shares),
46.121098 percent of the merger consideration payable to them in
cash and the remaining 53.878902 percent in First Horizon common
stock. Capital Bank Financial stockholders who validly elected to
receive the stock consideration or made no election will receive
the merger consideration payable to them solely in the form of
First Horizon common, and, if applicable, cash in lieu of
fractional shares based on a closing price of $18.67 per share of
First Horizon common stock. Pursuant to the merger agreement, the
closing price was calculated based on the average of the closing
sale prices of a share of First Horizon common stock for the ten
full trading days from November 14, 2017 through November 29, 2017,
but excluding November 24, 2017 which was not a full trading
day.
About First Horizon
First Horizon National Corp. (NYSE:FHN) provides financial
services through its First Tennessee, Capital Bank, FTB Advisors,
and FTN Financial businesses. First Horizon operates 350 bank
locations across the southern U.S. and 28 FTN Financial offices
across the entire U.S. Our banking subsidiary was founded in
1864 and has the 14th oldest national bank charter in the country.
Our First Tennessee and Capital Bank brands have the largest
deposit market share in Tennessee and one of the highest customer
retention rates of any bank in the country. We have been ranked by
American Banker as No. 5 among the Top 10 Most Reputable U.S.
Banks. Our FTB Advisors wealth management group has more than 300
financial advisors and about $30 billion in assets under
administration. FTN Financial is a capital markets industry leader
in fixed income sales, trading and strategies for institutional
customers in the U.S. and abroad. We have 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.
FHN-G
CONTACT: First Horizon
Investor Relations, Aarti Bowman, (901) 523-4017
Media Relations, James Dowd, (901) 523-4305
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