UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): April 7, 2020
First Horizon National Corporation
(Exact name of registrant as specified in its charter)
TN (State of incorporation) |
001-15185 (Commission File Number) |
62-0803242 (I.R.S. Employer Identification No.) |
165 Madison Avenue, Memphis, Tennessee
38103
(Address of principal executive offices) (Zip Code)
(901) 523-4444
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since 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:
x | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading Symbol(s) | Name of Exchange on which Registered |
$0.625 Par Value Common Capital Stock | FHN | New York Stock Exchange LLC |
Depositary Shares, each representing a 1/4,000th interest in a share of Non-Cumulative Perpetual Preferred Stock, Series A | FHN PR A | New York Stock Exchange LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
o
Item 8.01. | Other Events |
Notice of Change of Location of Special Shareholders’ Meeting
On April 7, 2020, First Horizon National Corporation (“First Horizon”) issued a press release announcing that, due to the emerging public health impact of the coronavirus (COVID-19) pandemic, the location of First Horizon’s special meeting of shareholders to be held on Friday, April 24, 2020 at 10:00 a.m. Central Time (the “Special Meeting”) has been changed and will be held in a virtual meeting format only. The purpose of the Special Meeting is to consider and vote on the previously announced Agreement and Plan of Merger, dated as of November 3, 2019, by and between First Horizon and IBERIABANK Corporation (“IBERIABANK”) and related matters as described in the previously distributed joint proxy statement/prospectus. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Attached as Exhibit 99.2 is a copy of the Notice of Change of Location of the Special Shareholders’ Meeting of First Horizon that is being mailed on or about April 7, 2020 to First Horizon’s shareholders of record as of the close of business on February 24, 2020.
Forward-Looking Statements
This Form 8-K and the press release contain certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to First Horizon and IBERIABANK 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 IBERIABANK, and many of which, with respect to future business decisions and actions, are subject to change and which could cause actual results to differ materially from those contemplated or implied by forward-looking statements or historical performance. Examples of uncertainties and contingencies include factors previously disclosed in First Horizon’s and IBERIABANK’s respective reports filed with the U.S. Securities and Exchange Commission (the “SEC”), as well as the following factors, among others: the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between First Horizon and IBERIABANK; the outcome of any legal proceedings that may be instituted against First Horizon or IBERIABANK; the possibility that the proposed transaction will not close when expected or at all because required regulatory, shareholder or other approvals are not received or other conditions to the closing are not satisfied on a timely basis or at all, or are obtained subject to conditions that are not anticipated; the risk that any announcements relating to the proposed combination could have adverse effects on the market price of the common stock of either or both parties to the combination; 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 IBERIABANK do business; certain restrictions during the pendency of the merger that may impact the parties’ ability to pursue certain business opportunities or strategic transactions; 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 and IBERIABANK success in executing their respective business plans and strategies and managing the risks involved in the foregoing; the dilution caused by First Horizon’s issuance of additional shares of its capital stock in connection with the proposed transaction; and other factors that may affect future results of First Horizon and IBERIABANK.
We caution that the foregoing list of important factors that may affect future results is not exhaustive. 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, 2019, 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, including its Registration
Statement on Form S-4 (File No. 333-235757), dated December 31, 2019, as amended by Amendment No. 1 to Form S-4, dated February 10, 2020, Amendment No. 2 to Form S-4, dated March 9, 2020, Amendment No. 3 to Form S-4, dated March 17, 2020 and filings related to that Registration Statement, First Horizon’s definitive proxy statement, dated March 16, 2020, and in IBERIABANK’s Annual Report on Form 10-K for the year ended December 31, 2019, as amended by Amendment No. 1 to Form 10-K, dated March 17, 2020, filed with the SEC and available in the “Investor Relations” section of IBERIABANK’s website, www.IBERIABANK.com, under the heading “Financials & Filings” and in other documents IBERIABANK files with the SEC.
Important Other Information
In connection with the proposed transaction, First Horizon filed with the SEC a Registration Statement on Form S-4 (File No. 333- 235757) to register the shares of First Horizon’s capital stock to be issued in connection with the proposed transaction. The registration statement includes a preliminary joint proxy statement/prospectus of First Horizon and IBERIABANK. The Registration Statement was declared effective by the SEC on March 19, 2020 and the definitive joint proxy statement/prospectus was mailed to First Horizon’s shareholders of record as of the close of business on February 24, 2020. This communication does not constitute an offer to sell or a solicitation of an offer to buy any securities or a solicitation of any vote or approval. INVESTORS AND SHAREHOLDERS OF FIRST HORIZON AND IBERIABANK ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4,THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT FIRST HORIZON, IBERIABANK AND THE PROPOSED TRANSACTION.
Investors and shareholders will be able to obtain a free copy of the registration statement, the joint proxy statement/prospectus, as well as other relevant documents filed with the SEC containing information about First Horizon and IBERIABANK, without charge, at the SEC’s website (http://www.sec.gov). Copies of the registration statement, the joint proxy statement/prospectus, and the filings with the SEC that have been 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, 165 Madison Avenue, Memphis, TN 38103, telephone (901) 523-5679, or Jefferson G. Parker, IBERIABANK, 200 West Congress Street, Lafayette, LA 70501, telephone (504) 310-7314.
Participants in this Transaction
First Horizon, IBERIABANK and certain of their respective directors, executive officers and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction under the rules of the SEC. Information regarding First Horizon’s directors and executive officers is available in its definitive proxy statement, which was filed with the SEC on March 16, 2020, its Annual Report on Form 10-K for the fiscal year 2019 which was filed with the SEC on February 28, 2020, and certain of its Current Reports on Form 8-K. Information regarding IBERIABANK’s directors and executive officers is available in its Annual Report on Form 10-K for the fiscal year 2019 which was filed with the SEC on March 2, 2020 and amended by Amendment No. 1 to Form 10-K which was filed with the SEC on March 17, 2020, and certain of its Current Reports on Form 8-K. Other information regarding the participants in the solicitation of proxies in respect of the proposed transaction and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC. Free copies of these documents, when available, may be obtained as described in the preceding paragraph.
This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities.
Item 9.01. | Financial Statements and Exhibits |
(c) | The following Exhibit is furnished herewith. |
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: April 8, 2020 | |||
By: | /s/ Clyde A. Billings, Jr. | ||
(Signature) | |||
Name: | Clyde A. Billings, Jr. | ||
Title: | Senior Vice President, Assistant General Counsel, and Corporate Secretary |
Exhibit 99.1
First Horizon National Corp. Moves Special and Annual Meetings of Shareholders to Virtual Format
MEMPHIS, Tenn., April 7, 2020 – First Horizon National Corp. (NYSE:FHN) announced today that due to the emerging public health impact of COVID-19, and to protect the health and well-being of its shareholders and employees, it will conduct both its Special and Annual Meetings of Shareholders in a virtual format.
Special Meeting Details
The Special Meeting of Shareholders will be held on Friday, April 24 at 10:00 a.m. Central Time. Shareholders as of the close of business on February 24, 2020, which is the record date for the Special Meeting, can attend online at https://web.lumiagm.com/272142770. A direct link to the virtual meeting site will also be posted on the Events and Presentations page of our website at https://ir.fhnc.com. Shareholders will be able to participate in the Special Meeting by entering the control number found in their previously received Special Meeting proxy materials, along with the meeting code: FIRSTHORIZON2020 (case sensitive).
Annual Meeting Details
The Annual Meeting of Shareholders will be held on Tuesday, April 28, 2020, at 10:00 a.m. Central Time. Shareholders as of the close of business on February 28, 2020, which is the record date for the Annual Meeting, can attend online at https://web.lumiagm.com/210087576. A direct link to the virtual meeting site will also be posted on the Events and Presentations page of our website at https://ir.fhnc.com. Shareholders will be able to participate in the Annual Meeting by entering the control number found in their previously received Annual Meeting proxy materials, along with the meeting code: FIRSTHORIZON2020 (case sensitive).
Legal Proxy
Shareholders holding shares through an intermediary, such as a broker, bank or other nominee, must obtain a legal proxy in advance to attend either virtual meeting by contacting their broker, bank or other nominee.
Technical Assistance
Help and technical support for accessing and participating in either virtual meeting will be available before and during each meeting by calling 877-536-3558. Online check-in will begin 30 minutes before each meeting. To access the proxy materials for either meeting, please visit: https://ir.fhnc.com/corporateprofile.
About First Horizon
First Horizon National Corp. (NYSE:FHN) provides financial services through First Horizon Bank, First Horizon Advisors, and FHN
Financial businesses. The banking subsidiary was founded in 1864 and has the largest deposit market share in Tennessee. The company
operates approximately 270 bank locations across the Southeast U.S. and 29 FHN Financial offices across the entire U.S. First Horizon
Advisors wealth management group has more than 300 financial professionals and about $4.8 billion in assets under management. FHN
Financial is a capital markets industry leader in fixed income sales, trading and
strategies for institutional customers in the U.S. and abroad. The company is recognized as one of the nation’s best employers by Fortune and Forbes magazines and a Top 10 Most Reputable U.S. bank. More information is available at www.FirstHorizon.com.
FHN-G
Contact: First
Horizon Investor Relations, Aarti Bowman, (901) 523-4017
First Horizon Media Relations, Silvia Alvarez, (901) 523-4465
Exhibit 99.2
Notice of Change of Location of Special Shareholders’ meeting
April
24, 2020
10:00 a.m. Central Time
NOTICE IS HEREBY GIVEN that the location of the Special Meeting of Shareholders of First Horizon National Corporation (NYSE: FHN) (“First Horizon”) to vote on the Agreement and Plan of Merger entered into by First Horizon and IBERIABANK Corporation (NASDAQ: IBKC) (“IBKC”) and related matters as described in the previously distributed joint proxy statement/prospectus has been changed. As previously announced, the Special Meeting will be held on Friday, April 24, 2020 at 10:00 a.m. In light of public health concerns about the coronavirus (COVID-19) outbreak, the Special Meeting will be held in a virtual meeting format only. You will not be able to attend the Special Meeting in person.
Record Date. As described in the previously distributed joint proxy statement/prospectus for the Special Meeting, you are entitled to participate in the Special Meeting if you were a shareholder as of the close of business on February 24, 2020, the record date, or hold an appropriate legal proxy for the meeting provided by your broker, bank or other nominee.
How to Attend. To attend the Special Meeting, simply go online to the virtual meeting website at https://web.lumiagm.com/272142770. You can also access the link directly from our website at https://ir.fhnc.com/ on the Events and Presentations page. You will then need to enter the control number found on your proxy card or the notice you previously received along with the Meeting Code FIRSTHORIZON2020 (case sensitive) in order to be admitted to the meeting. You may vote during the Special Meeting by following the instructions that will be available on the virtual meeting website during the Special Meeting.
Shareholders holding shares through an intermediary, such as a broker, bank or other nominee, must obtain a legal proxy in advance to attend the Special Meeting virtually on the Internet. Shareholders can obtain their legal proxy by contacting their broker, bank or other nominee.
It is our desire to conduct a virtual meeting that approximates an in-person experience for our shareholders. Shareholders may ask questions at the Special Meeting in accordance with the rules of conduct that will be made available at the virtual meeting site and an audio archive of the Special Meeting, including the question and answer session, will be posted on the First Horizon website at https://ir.fhnc.com on the Events and Presentations page within a few days after adjournment.
Help and technical support for accessing the virtual meeting is available before and during the Special Meeting by calling 877-536-3558. Online check-in will begin 30 minutes before the Special Meeting, and you should allow ample time for the check-in procedures.
Continued on the reverse side
Continued from the front
Please Vote. Whether or not you plan to attend the Special Meeting, we urge you to vote and submit your proxy in advance of the meeting by one of the methods described in the joint proxy statement/prospectus. The proxy card included with the joint proxy statement/prospectus previously distributed will not be updated to reflect the information provided above and may continue to be used to vote each stockholder’s shares in connection with the Special meeting. If you have already voted, your vote is still effective, and it will be cast in accordance with your instructions by one of the duly appointed proxies at the Special Meeting.
Clyde A. Billings, Jr.
Senior Vice President, Assistant General Counsel
and Corporate Secretary
Memphis, Tennessee
April 7, 2020
You can virtually attend the Special Meeting on April 24, 2020, at 10:00 a.m. Central Time, by going to the following website: https://web.lumiagm.com/272142770. The joint proxy statement/prospectus and proxy card are available online at https://ir.fhnc.com/CorporateProfile.