UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): March 31, 2011
First Horizon National Corporation
(Exact Name of Registrant as Specified in its Charter)
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TN |
001-15185 |
62-0803242 |
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(State or other Jurisdiction |
(Commission File Number) |
(I.R.S. Employer |
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165 Madison Avenue |
38103 |
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(Address of Principal Executive Offices) |
(Zip Code) |
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Registrant's telephone number, including area code: (901) 523-4444 |
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 2.06 Material Impairments | |
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The execution of the agreement related to First Horizon Insurance, Inc. announced today in Exhibit 99.1 to this report has caused First Horizon National Corporation (FHN) to recognize a charge for impairment of goodwill which presently is estimated to be approximately $10 million. This impairment charge will be recognized in the first quarter of 2011. The transaction is expected to close in the second quarter of 2011, with a post-closing adjustment occurring thereafter. The impairment is not expected to result in future cash expenditures.
The estimated impact to FHN’s net income available to common shareholders from the First Horizon Insurance transaction, inclusive of the impairment mentioned above along with other elements of the transaction, is expected to be approximately positive $3 million, to be recognized in the first quarter.
This report, including its exhibit, contains forward-looking statements involving significant risks and uncertainties. In this report those statements are denoted by the use of “estimate,” “expect,” “approximately,” and words of similar import. A number of important factors could cause actual results to differ materially from those in the forward-looking information. Those factors include general economic and financial market conditions, including expectations of and actual timing and amount of interest rate movements including the slope of the yield curve, competition, customer and investor responses to these conditions, ability to execute business plans, geopolitical developments, recent and future legislative and regulatory developments, natural disasters, and items already mentioned in this report and its exhibit, as well as critical accounting estimates and other factors described in FHN's recent filings with the SEC. Except as required by SEC rules pertaining to FHN’s duty to file or furnish information in reports on Forms 8-K, 10-Q, or 10-K, FHN disclaims any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements included herein to reflect future events or developments.
| Item 8.01 Other Events | |
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Filed as Exhibit 99.1 is a copy of FHN’s press release which was issued March 31, 2011.
| Item 9.01 Financial Statements and Exhibits | |
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(d) |
Exhibits |
The following exhibits are filed herewith:
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Exhibit # |
Description |
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99.1 |
Press release issued March 31, 2011 |
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SIGNATURE
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.
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| First Horizon National Corporation (Registrant) |
| Date: March 31, 2011 | By: | /s/ Clyde A. Billings, Jr. |
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| Senior Vice President, Assistant General Counsel, and Corporate Secretary |
EXHIBIT INDEX
| EX-99.1 | Press release issued March 31, 2011 |
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First Horizon continues focus on banking and capital markets with sale of
First Horizon Insurance
MEMPHIS, Tenn. --- First Horizon National Corp. (NYSE: FHN), through its principal subsidiary First Tennessee Bank, has agreed to sell First Horizon Insurance Inc. Through this sale First Horizon continues to refine its focus on regional banking as First Tennessee Bank and capital markets as FTN Financial.
First Horizon Insurance is being sold to Brown & Brown, Inc. (NYSE: BRO), one of the country’s largest insurance intermediaries. First Horizon Insurance is a property and casualty insurance agency that offers risk management services, employee benefits, personal lines and bonding to commercial clients and individuals in 40 states.
The sale is expected to close in the second quarter, subject to satisfaction of customary closing conditions. The companies expect to maintain business relationships after the closing. Terms of the sale were not disclosed.
The estimated impact to net income available to common shareholders is expected to be approximately positive $3 million, to be recognized in the first quarter. Because the transaction provides for a reconciliation process at and after closing, additional future financial impacts are possible; currently, those future impacts are expected to be immaterial.
Other Information
This press release contains forward-looking statements involving significant risks and uncertainties. A number of important factors could cause actual results to differ materially from those in the forward-looking information. Those factors include general economic and financial market conditions, including expectations of and actual timing and amount of interest rate movements including the slope of the yield curve, competition, customer and investor responses to these conditions, ability to execute business plans, geopolitical developments, recent and future legislative and regulatory developments, natural disasters and items already mentioned in this press release, as well as critical accounting estimates and other factors described in FHN's recent filings with the SEC. FHN disclaims any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements included herein or therein to reflect future events or developments.
About First Horizon
The 5,300 employees of First Horizon National Corp. (NYSE: FHN) provide financial services through about 180 First Tennessee Bank locations in and around Tennessee and 18 FTN Financial Group offices in the U.S. and abroad. First Tennessee has the leading combined market deposit share in the counties where it does business and one of the highest customer retention rates of any bank in the country. FTN Financial is a capital markets industry leader in fixed income sales, trading and strategies for institutional clients in the U.S. and abroad. FHN has been recognized as one of the nation's best employers by AARP and Working Mother magazines. More information is available at www.fhnc.com.
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For Immediate Release: |
March 31, 2011 |
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Contact: |
Jack Bradley, Media Relations |
(901)523-4813 | |
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Aarti Bowman, Investor Relations |
(901)523-4017 | |