First Horizon National To Buy Capital Bank Financial

(RTTNews) - First Horizon National Corp. (FHN) said that it agreed to acquire Capital Bank Financial Corp. (CBF).

As per 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 about 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.

First Horizon, which is headquartered in Memphis, Tenn., will retain its First Tennessee bank brand in Tennessee, where it has a 153-year history.

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.

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.