8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 21, 2014

First Horizon National Corporation

(Exact Name of Registrant as Specified in Charter)

TN	001-15185	62-0803242
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification No.)

165 MADISON AVENUE
MEMPHIS, TENNESSEE	38103
(Address of Principal Executive Office)	(Zip Code)

Registrant’s telephone number, including area code - (901) 523-4444

(Former name or former address, if changed from last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

S	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
£	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
£	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
£	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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ITEM 7.01. Regulation FD Disclosure

On October 22, 2014 First Horizon National Corporation will issue a press release and will post on its website a slide presentation. The press release and presentation are furnished as Exhibits 99.1 and 99.2, respectively.

TrustAtlantic Financial Corporation plans to send a letter to its shareholders dated October 22, 2014. The letter will be accompanied by the press release and presentation. The letter is furnished as Exhibit 99.3.

ITEM 8.01. Other Events

On October 21, 2014, First Horizon National Corporation (“First Horizon”) entered into an agreement with TrustAtlantic Financial Corporation (“TrustAtlantic Financial”) by which TrustAtlantic Financial will merge into a subsidiary of First Horizon.

TrustAtlantic Financial owns all the capital stock of TrustAtlantic Bank. TrustAtlantic Financial and TrustAtlantic Bank are headquartered in Raleigh, North Carolina. TrustAtlantic Bank has five branches, all located in North Carolina. Three branches are in Raleigh, one is in Cary, and one is in Greenville. At September 30, 2014 TrustAtlantic Financial reported, on a consolidated basis, approximately $453 million of total assets and approximately $395 million of total deposits.

In the transaction, approximately 75% of the shares of TrustAtlantic Financial will be converted into shares of First Horizon common stock at an exchange ratio of 1.4240 First Horizon shares for each TrustAtlantic Financial share, and approximately 25% of the shares of TrustAtlantic Financial will be converted into cash. The transaction is expected to close in the first half of 2015, subject to the approval of the shareholders of TrustAtlantic Financial as well as regulatory approvals and other customary conditions to closing.

Important other information

In connection with the proposed merger, First Horizon will file with the Securities and Exchange Commission (“SEC”) a Registration Statement on Form S-4 that will include a proxy statement of TrustAtlantic Financial and a prospectus of First Horizon and other relevant documents concerning the proposed merger. INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION.  Copies of the proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the proxy statement/prospectus can also be obtained, without charge, by directing a request to Clyde A Billings, Jr., First Horizon National Corporation, 165 Madison, 8^th Floor, Memphis, TN 38103, telephone 901.523.5679, or Richard W. Edwards, TrustAtlantic Financial Corporation, 4801 Glenwood Ave., Suite 500, Raleigh, NC 27612; telephone 919. 277.8712. The Registration Statement and all other documents filed by First Horizon with the SEC also are and will be available free of charge at the SEC’s website (www.sec.gov).

This Current Report on Form 8-K, including its exhibits, shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation, or sale is unlawful before registration or qualification of the securities under the securities laws of the jurisdiction. No offer of securities shall be made except by means of a prospectus satisfying the requirements of Section 10 of the Securities Act of 1933, as amended. First Horizon and TrustAtlantic Financial and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in connection with the proposed merger. Information regarding these persons and their interests in the merger will be included in the proxy statement/prospectus relating to the merger when it is filed with the SEC. Information concerning First Horizon’s directors and executive officers is also set forth in its proxy statements and annual reports on Form 10-K (including any amendments thereto), previously filed with the SEC.

ITEM 9.01. Financial Statements and Exhibits

(d) Exhibits

The following exhibits are furnished pursuant to Item 7.01 of this report. They are not to be considered “filed” under the Securities Exchange Act of 1934, as amended (“Exchange Act”), and shall not be incorporated by reference into any of First Horizon National Corporation’s previous or future filings under the Securities Act of 1933, as amended, or the Exchange Act.

Exhibit #  Description 

99.1 Press release to be issued by First Horizon National Corporation on October 22, 2014

99.2	Slide presentation to be posted by First Horizon National Corporation on October 22, 2014
99.3	Letter from TrustAtlantic Financial Corporation to its shareholders dated October 22, 2014

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

First Horizon National Corporation

(Registrant)

Date: October 22, 2014	By:	/s/ Clyde A. Billings, Jr.
		Senior Vice President, Assistant
		General Counsel, and Corporate Secretary

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EXHIBIT INDEX

The following exhibits are furnished pursuant to Item 7.01 of this report. They are not to be considered “filed” under the Securities Exchange Act of 1934, as amended (“Exchange Act”), and shall not be incorporated by reference into any of First Horizon National Corporation’s previous or future filings under the Securities Act of 1933, as amended, or the Exchange Act.

EX-99.1 Press release to be issued by First Horizon National Corporation on October 22, 2014

EX-99.2	Slide presentation to be posted by First Horizon National Corporation on October 22, 2014
EX-99.3	Letter from TrustAtlantic Financial Corporation to its shareholders dated October 22, 2014

EX-99.1

Exhibit 99.1

First Tennessee Bank to expand in North Carolina with acquisition of TrustAtlantic

MEMPHIS, Tenn. --- First Tennessee Bank, which has one of the highest customer retention rates of any bank in the country and the number one combined market share in its Tennessee markets, is expanding its decade-long presence in North Carolina. First Horizon National Corp. (NYSE: FHN), First Tennessee’s parent company, has agreed to acquire Raleigh, N.C.-based TrustAtlantic Financial Corp. subject to approval by regulators and TrustAtlantic’s shareholders.

TrustAtlantic Financial and its subsidiary, TrustAtlantic Bank, have grown to approximately $453 million in total assets and $395 million in total deposits as of Sept. 30 since it began operations in June 2007 by acquiring and substantially recapitalizing a $32 million bank in Greenville, N.C., and moving the headquarters to Raleigh. TrustAtlantic Bank serves its customers through four full-service banking offices in the Raleigh-Cary metro area and one in Greenville, N.C., and all will operate as First Tennessee branches after the acquisition is completed. First Tennessee has offered commercial banking, commercial real estate, private client and wealth management products and services in Raleigh and other North Carolina markets for 10 years.

“The vibrant communities in North Carolina and the attractive relationships TrustAtlantic has developed make this an exciting partnership for First Tennessee and First Horizon,” said Bryan Jordan, First Horizon’s chairman and CEO. “This acquisition provides an important expansion in the state’s Research Triangle region, one of the most attractive markets in the Southeast. The combination of the highly experienced bankers at TrustAtlantic and First Tennessee will result in a truly powerful banking team. We look forward to working with the customers and employees of TrustAtlantic to continue earning business in North Carolina.”

“This announcement is the culmination of a thorough and thoughtful process over many months by our board of directors to identify the strategic partner that would best meet the needs of our shareholders, customers, employees and communities we serve,” said Jim Beck, President and CEO of TrustAtlantic Financial. “We believe combining with First Horizon and First Tennessee achieves that objective. Being part of First Tennessee will give our bankers vastly expanded capacity and a more sophisticated suite of products to better serve our existing customers and to attract new ones. Our employees will be part of a company that is nationally recognized as a great place to work. We are excited about what the future holds for our combined organizations.”

Beck will join the leadership team of First Tennessee’s Mid-Atlantic region as Triangle market president, managing commercial banking and branch operations. Ken Reece, First Tennessee’s current Raleigh market leader, will assume an expanded role managing private banking and wealth management in the region.

“This is a wonderful combination of complementary business operations,” said John Fox, president of First Tennessee’s Mid-Atlantic region. “Both companies have done a fine job of serving customers in our business segments. Going forward, customers of our respective organizations will have access to a broader array of products and services provided by our talented bankers, one opportunity at a time.”

In the proposed transaction, TrustAtlantic shareholders may choose to receive First Horizon common stock, based on an exchange ratio of 1.4240 shares of First Horizon common stock for each TrustAtlantic share, subject to potential adjustments as provided in the merger agreement, or may elect to receive an equivalent value in cash based on a formula contained in the merger agreement. The stock and cash election is subject to 75 percent of the overall transaction consideration being in stock and 25 percent in cash. Based on First Horizon’s 10-day volume-weighted average price of $11.94 on Oct. 15, the transaction is valued at $17.00 for each TrustAtlantic share. A slide presentation outlining details of the transaction will be available in the investor relations section of www.FirstHorizon.com.

Subject to customary closing conditions, First Horizon expects to complete the acquisition of TrustAtlantic Financial in the first half of 2015 and later merge TrustAtlantic Bank into First Tennessee Bank.

Baker, Donelson, Bearman, Caldwell & Berkowitz, PC served as legal counsel to First Horizon in this transaction. FIG Partners LLC served as financial advisor and Wyrick Robbins Yates & Ponton LLP served as legal counsel to TrustAtlantic.

Important other information

In connection with the proposed merger, First Horizon will file with the Securities and Exchange Commission (“SEC”) a Registration Statement on Form S-4 that will include a proxy statement of TrustAtlantic Financial and a prospectus of First Horizon and other relevant documents concerning the proposed merger. INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION.  Copies of the proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the proxy statement/prospectus can also be obtained, without charge, by directing a request to Clyde A Billings, Jr., First Horizon National Corporation, 165 Madison, 8^th Floor, Memphis, TN 38103, telephone 901.523.5679, or Richard W. Edwards, TrustAtlantic Financial Corporation, 4801 Glenwood Ave., Suite 500, Raleigh, NC 27612; telephone 919. 277.8712. The Registration Statement and all other documents filed by First Horizon with the SEC also are and will be available free of charge at the SEC’s website (www.sec.gov).

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation, or sale is unlawful before registration or qualification of the securities under the securities laws of the jurisdiction. No offer of securities shall be made except by means of a prospectus satisfying the requirements of Section 10 of the Securities Act of 1933, as amended. First Horizon and TrustAtlantic Financial and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in connection with the proposed merger. Information regarding these persons and their interests in the merger will be included in the proxy statement/prospectus relating to the merger when it is filed with the SEC. Information concerning First Horizon’s directors and executive officers is also set forth in its proxy statements and annual reports on Form 10-K (including any amendments thereto), previously filed with the SEC.

About First Horizon

The 4,200 employees of First Horizon National Corp. (NYSE:FHN) provide financial services through more than 170 First Tennessee Bank locations in and around Tennessee and 27 FTN Financial offices in the U.S. and abroad. First Horizon reported $24 billion in assets as of September 30, 2014. The company was founded during the Civil War in 1864 and has the 14^th oldest national bank charter in the country. First Tennessee has the leading market share in its Tennessee markets, and FTN Financial is a capital markets industry leader in fixed income sales, trading and strategies for institutional clients 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. More information is available at www.FirstHorizon.com.

About TrustAtlantic

Headquartered in Raleigh, N.C., TrustAtlantic Bank is the wholly owned subsidiary of TrustAtlantic Financial Corporation. The bank’s primary competitive focus is to build broad financial relationships with mid-market businesses and their owners, professionals and other individuals who desire value-added service. With approximately $453 million in total assets, the bank has approximately 60 employees who serve its customers through five banking offices in Greenville (1), Raleigh (3) and Cary (1). The bank’s website is www.trustatlantic.com.

FHN-G
CONTACT:	John Fox, First Tennessee Mid-Atlantic Region President, (336) 287-6359
	Aarti Bowman, First Horizon Investor Relations, (901)523-4017
	James A. Beck, President & CEO, TrustAtlantic, (919)616-1935

Richard W. Edwards, Executive Vice President & CFO, TrustAtlantic, (919)277-8712

EX-99.2

Exhibit 99.2

First Horizon Announces Acquisition of TrustAtlantic Financial October 22, 2014

2 Important Additional Information In connection with the proposed merger, First Horizon will file a Registration Statement on Form S - 4 that will include a proxy s tatement of TrustAtlantic Financial and a prospectus of First Horizon and other relevant documents concerning the proposed merger with the Securities a nd Exchange Commission (“SEC”). INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Copies of the proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the proxy statement/prospectus ca n a lso be obtained, without charge, by directing a request to Clyde A Billings, Jr., First Horizon National Corporation, 165 Madison, 8th Floor, Mem phis, TN 38103, telephone 901.523.5679, or Richard W. Edwards, TrustAtlantic Financial Corporation, 4801 Glenwood Ave., Suite 500, Raleigh, N.C. 27612; telephone 919. 277.8712. The Registration Statement and all other documents filed by First Horizon with the SEC also are and wil l be available free of charge at the SEC's website (www.sec.gov). This presentation shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation, or sale is unlawful before registration or qualification of the securities un der the securities laws of the jurisdiction. No offer of securities shall be made except by means of a prospectus satisfying the requirements of Section 10 of the Securities Act of 1933, as amended. First Horizon and TrustAtlantic and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in connection with the proposed merger. Information regarding these persons and their interests in the merger will be include d i n the proxy statement/prospectus relating to the merger when it is filed with the SEC. Information concerning First Horizon's directors a nd executive officers is also set forth in its proxy statements and annual reports on Form 10 - K (including any amendments thereto), previously filed w ith the SEC. Forward - Looking Statements This presentation contains forward - looking statements, which may include guidance, involving significant risks and uncertainties which will be identified by words such as " believe","expect","anticipate","intend","estimate“,"should","is likely","will","going forward" and other expressions that indicate future events and trends and may be followed by or reference cautionary statements. A number of factors could c aus e actual results to differ materially from those in the forward - looking information. These factors are outlined in our recent earnings and other press releases and in more detail in the most current 10 - Q and 10 - K. First Horizon disclaims any obligation to update any such factors or to public ly announce the result of any revisions to any of the forward - looking statements included herein or therein to reflect future events or developm ents.

Strategic Acquisition of TrustAtlantic Financial 3 1 Based on FHN’s ten day volume weighted average price of $11.94 as of October 15, 2014 2 Exchange ratio subject to potential adjustments as provided in the agreement 3 As of September 30, 2014 4 As of June 30, 2014 Financial Highlights 3 ($ millions) Loan Composition 4 Deposit Composition 4 ▪ Accelerate build out of key expansion market ▪ Meaningfully increases our physical presence in the demographically attractive Raleigh market ▪ Deepens our talent pool with established bankers in the market ▪ Provides a solid platform on which to further grow the combined organization in Raleigh ▪ Attractive financial profile ▪ Approximately $80 million transaction value ▪ $17.00 per share 1 (75% stock / 25% cash) ▪ 1.4240 First Horizon shares for each TrustAtlantic share 2 ▪ EPS accretive and exceeds FHN internal rate of return hurdles ▪ TBV dilution earnback period just over 3 years ▪ Low risk execution ▪ Comprehensive due diligence completed ▪ Recent integration experience (Mountain National Bank and Bank of America branch acquisition) ▪ Combined leadership team committed to successful integration ▪ Cultural Fit with First Horizon ▪ Experienced, disciplined management team ▪ Senior leaders have long - term history operating in and supporting community involvement in Raleigh Highlighted represent bank level…need to confirm consolidated Assets $453 Loans $326 Deposits $395 Efficiency Ratio 57.2% TCE/TA 11.1% NPAs/Assets 0.46% C&D 19% 1 - 4 Family 20% Multifamily 7% CRE 42% C&I 12% Demand 15% NOW & Other Trans 9% MMDAs & Other 28% Retail Time 44% Jumbo Time 4%

First Horizon TrustAtlantic Accelerating Build Out of Attractive Raleigh Market 4 Raleigh Memphis Nashville Knoxville Chattanooga Median Household Income 2014 $61,300 $45,334 $50,439 $44,405 $41,704 2019 Projected $64,416 $45,775 $52,881 $46,613 $41,884 CAGR 1.2% 0.2% 1.2% 1.2% 0.1% Population 2014 1,219,465 1,352,761 1,765,552 855,322 544,247 2019 Projected 1,318,981 1,392,424 1,874,912 881,667 566,128 CAGR 2.0% 0.7% 1.5% 0.8% 1.0% Households 2014 463,523 505,544 684,379 347,259 217,988 2019 Projected 500,960 521,062 727,766 357,785 227,459 CAGR 2.0% 0.8% 1.5% 0.7% 1.1% Businesses Total NAICS 45,485 47,393 66,544 34,551 20,648 Metropolitan Statistical Area Name Branches Deposits ($ millions) Deposit Market Share 1 Wells Fargo & Co. 45 $7,191 30.5% 2 BB&T Corp. 37 2,946 12.5 3 PNC Financial Services Group 22 2,835 12.0 4 First Citizens BancShares Inc. 34 2,568 10.9 5 Bank of America Corp. 20 2,014 8.5 6 SunTrust Banks Inc. 29 1,026 4.4 7 Yadkin Financial Corporation 9 712 3.0 8 Paragon Commercial Corp. 2 667 2.8 9 Four Oaks Fincorp Inc. 10 591 2.5 10North State Bancorp 6 563 2.4 FHN/TAFC pro forma 5 467 2.0 11Fidelity BancShares (N.C.) Inc 16 458 1.9 12Capital Bank Finl Corp 13 361 1.5 13TrustAtlantic Financial Corp. 4 344 1.5 14Fifth Third Bancorp 5 236 1.0 15NewBridge Bancorp 4 201 0.9 16KS Bancorp Inc. 8 182 0.8 17First Horizon National Corp. 1 123 0.5 18Wake Forest Bancshares 1 91 0.4 19Union B&TC 2 78 0.3 20Regions Financial Corp. 2 74 0.3 Top Banks in Raleigh, NC MSA Source: SNL Financial

EX-99.3

Exhibit 99.3

October 22, 2014

Dear Fellow Shareholder:

I am pleased to report to you that we have reached an agreement whereby TrustAtlantic Financial Corporation and its subsidiary, TrustAtlantic Bank, would be acquired by First Horizon Corporation (NYSE: FHN), headquartered in Memphis, Tennessee. With total assets of approximately $24 billion at September 30, First Horizon is the parent company of First Tennessee Bank, a financial institution with a rich, 150 year history of service to its customers and communities.

Your Board of Directors began a systematic process nearly one year ago that explored the strategic options of TrustAtlantic with the primary aim of enhancing shareholder value, as well as addressing the needs of our other constituencies. The Board utilized the services of an experienced financial advisor and legal counsel and concluded that combining with a larger banking institution was the appropriate course of action to fulfill these goals. Earlier this year, we refocused the process to identify candidates and, ultimately, to select the partner that best served the interests of our shareholders, customers, employees and the communities in which we operate. The decision to partner with First Horizon and to merge TrustAtlantic Bank into First Tennessee Bank is the end result of that thorough and thoughtful process.

Attached is a copy of the news release that was issued earlier today along with a copy of a presentation posted on First Horizon’s website. The transaction consideration is structured as a combination of stock (75%) and cash (25%) and is based on the stated exchange ratio and FHN’s ten day volume weighted average closing price as of October 15, 2014. Consequently, the transaction is valued at $17.00 per TrustAtlantic share. This price is 1.61 times TrustAtlantic’s tangible book value per share at September 30, 2014.

We thank you for your investment in TrustAtlantic Financial Corporation and your loyal support.

I encourage you to call me at 919.844.1699 or our Chief Financial Officer, Rick Edwards, at 919.277.8712 if you have any questions. We currently anticipate that this strategic transaction will close during the first half of 2015.

Sincerely,

James A. Beck                                                  

President & Chief Executive Officer

Important other information

In connection with the proposed merger, First Horizon National Corporation will file with the Securities and Exchange Commission (“SEC”) a Registration Statement on Form S-4 that will include a proxy statement of TrustAtlantic Financial Corporation and a prospectus of First Horizon and other relevant documents concerning the proposed merger. INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION.  Copies of the proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the proxy statement/prospectus can also be obtained, without charge, by directing a request to Clyde A Billings, Jr., First Horizon National Corporation, 165 Madison, 8^th Floor, Memphis, TN 38103, telephone 901.523.5679, or Richard W. Edwards, TrustAtlantic Financial Corporation, 4801 Glenwood Ave., Suite 500, Raleigh, NC 27612; telephone 919. 277.8712. The Registration Statement and all other documents filed by First Horizon with the SEC also are and will be available free of charge at the SEC’s website (www.sec.gov).

This letter shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation, or sale is unlawful before registration or qualification of the securities under the securities laws of the jurisdiction. No offer of securities shall be made except by means of a prospectus satisfying the requirements of Section 10 of the Securities Act of 1933, as amended. First Horizon and TrustAtlantic Financial and their

4801 Glenwood Avenue · Suite 500 · Raleigh, NC 27612

respective directors and executive officers may be deemed to be participants in the solicitation of proxies in connection with the proposed merger. Information regarding these persons and their interests in the merger will be included in the proxy statement/prospectus relating to the merger when it is filed with the SEC. Information concerning First Horizon's directors and executive officers is also set forth in its proxy statements and annual reports on Form 10-K (including any amendments thereto), previously filed with the SEC.

Statements contained in this letter contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  These statements include, but are not limited to, management’s plans, objectives, expectations and intentions and other statements that are not based on historical facts.  Such statements are based on the beliefs and expectations of management as well as the assumptions made using information currently available to management.  Since these statements reflect the views of management concerning future events, these statements involve significant risks, uncertainties and assumptions.  These risks and uncertainties include among others, changes in market interest rates, and general and regional economic conditions, changes in government regulations, changes in accounting principles, and the quality or composition of the loan and investment portfolios and other factors that may be described in the Company’s financial statements or communications to investors.  Therefore, actual future results may differ significantly from results discussed in the forward-looking statements.

4801 Glenwood Avenue · Suite 500 · Raleigh, NC 27612