USD 2.1 BN DEAL - First Horizon and Capital Bank merger to create fourth largest regional bank in Southeast
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First Horizon and Capital Bank merger to create fourth largest regional bank in Southeast
MEMPHIS, Tenn. and CHARLOTTE, N.C., May 04, 2017 (GLOBE NEWSWIRE) -- First Horizon National Corp. (NYSE:FHN) and Capital Bank Financial Corp. (NASDAQ:CBF) have entered into a definitive agreement that will create the fourth largest regional bank in the Southeast. Under the agreement First Horizon, which has $30 billion in assets, will acquire Capital Bank, which has $10 billion in assets. First Horizon operates 170 branches across Tennessee and the Southeast, and Capital Bank operates 193 branches in the Carolinas, Tennessee, Florida and Virginia. The merger will accelerate First Horizon’s strategic plan to enhance its presence in fast-growing markets in the Southeast.
The combined organization will have $40 billion in assets, $32 billion in deposits, $27 billion in loans and more than 300 branches in Tennessee, North Carolina, South Carolina, Florida, Mississippi, Georgia, Texas and Virginia. First Horizon, which is headquartered in Memphis, Tenn., will retain its First Tennessee bank brand in Tennessee, where it has a 153-year history. Branches outside Tennessee will use the Capital Bank name.
Under the agreement, each holder of Capital Bank common stock will be entitled to receive cash or stock with a value equivalent to 1.750 First Horizon shares and $7.90 in cash for each Capital Bank share held, subject to the election allocation and proration provisions of the merger agreement. In the aggregate, Capital Bank shareholders will receive a mix of approximately 80 percent stock and 20 percent cash. After closing, Capital Bank shareholders collectively will own approximately 29 percent of First Horizon’s common shares and will have received approximately $411 million in cash. The total transaction value, at yesterday’s First Horizon closing stock price, is $2.2 billion.
“This is an exciting time for First Horizon,†said Bryan Jordan, chairman and CEO of First Horizon. “Together with the accomplished team at Capital Bank we will be able to leverage the strengths of both banks and capitalize on growth opportunities in attractive, high-growth Southeast markets and enhance our strong presence in our Tennessee markets. This partnership will help us more quickly achieve our critical bonefish financial targets. We look forward to working with the talented people of Capital Bank to combine the best of both of our organizations.â€
The agreement calls for two members of Capital Bank’s board of directors to join the First Horizon board, including Gene Taylor, Capital Bank chairman and CEO, who will become vice chairman of First Horizon.
Taylor said, “The merger with First Horizon will allow us to sustain the success Capital Bank has achieved and create new opportunities for growth. The strategic fit between the two organizations is compelling, especially for our valued customers who will benefit from the enhanced balance sheet strength and broader array of products and services offered by a $40 billion Southeastern bank. I am looking forward to joining the board of First Horizon and am confident our combined company will reflect the values and talent of both organizations.â€
Both companies’ long-standing commitment to serve their communities will remain vital to the combined organization’s future. Since 1993 the First Tennessee Foundation has granted more than $65 million to nonprofit organizations. Together, in 2016 the combined companies provided $965 million in lending and investment activities to support low- to moderate-income communities. First Tennessee’s Community Development Fund will be expanded by $15 million to support nonprofit and community development efforts in new markets.
The merger agreement has been approved by the boards of both companies. Closing is subject to customary approvals by regulators and shareholders of both companies. Pending those approvals, the transaction is expected to close in the fourth quarter.
Barclays Capital Inc. and Morgan Stanley & Co. LLC served as financial advisors to First Horizon, and Sullivan & Cromwell LLP served as First Horizon’s legal advisor. Sandler O’Neill + Partners L.P. and UBS Investment Bank served as financial advisors to Capital Bank, and Wachtell, Lipton, Rosen & Katz served as Capital Bank’s legal advisor.
Joint Investor Conference Call
First Horizon and Capital Bank will hold a joint conference call to discuss the transaction at 8:30 a.m. Central/9:30 a.m. Eastern today. The dial-in number is (844)329-0537, and the conference i.d. is 18930478. Investor materials will be posted before the call in the investor relations section ofwww.FirstHorizon.com. Participants can listen to the live audio webcast with the accompanying slide presentation through the investor relations section of www.FirstHorizon.com. A replay will be available from noon Central time today until 11:00 p.m. Central on June 5. To listen to the replay, dial (855)859-2056 and use conference i.d. 18930478. The event also will be archived in the events and presentations section of http://ir.fhnc.com.