First Horizon National Corp. ("First Horizon") (NYSE: FHN) and
IBERIABANK Corporation ("IBERIABANK") (NASDAQ: IBKC) today
announced receipt of regulatory approval from the Board of
Governors of the Federal Reserve System to complete their
previously announced all-stock merger of equals. Upon completion of
the merger, the combined company will be one of the largest
financial services companies headquartered in the South and one of
the top 25 banks in the United States, in deposits. The Companies
expect the merger to be completed on July 1, 2020, pending
customary closing conditions.
“We are pleased to receive regulatory approval to merge our two
companies,” said Bryan Jordan, Chairman and CEO of First Horizon.
“First Horizon and IBERIABANK together will be well positioned to
navigate a changing financial services landscape, deliver superior
client solutions, strengthen the communities we serve and create
strong returns for our shareholders.”
Jordan continued, “I am tremendously proud of how focused our
teams have remained throughout the unforeseen disruption of a
global pandemic. Our colleagues have demonstrated an unwavering
dedication to our clients and communities while setting the stage
for a highly successful integration.”
“Today’s approval represents an important milestone as we join
forces to create a leading regional financial services company
dedicated to enriching the lives of our clients, associates and
communities,” said Daryl Byrd, President and CEO of IBERIABANK. “By
aligning our relationship-oriented cultures, we will continue to
transform the way we do business to meet clients’ needs in this
dynamic environment and provide a great place to work for our
associates.”
Clients will continue to be served through their respective
First Horizon or IBERIABANK branches, websites, mobile apps,
financial advisors and relationship managers until systems are
integrated. IBERIABANK will adopt the First Horizon name following
operating systems conversion, expected to occur in 2021.
Under the terms of the merger agreement, IBERIABANK shareholders
will receive 4.584 shares of First Horizon for each IBERIABANK
share they own. After closing, approximately 56% of the
combined company will be held by legacy First Horizon
shareholders and approximately 44% will be held by legacy
IBERIABANK shareholders. Following closing, the combined company
will operate under the First Horizon National Corp. name, common
shares will trade on the New York Stock Exchange under ticker
symbol “FHN,” and depositary shares representing interests in
First Horizon Series B, C and D preferred shares will trade on the
New York Stock Exchange under the ticker symbols “FHN PR B,” “FHN
PR C” and “FHN PR D,” respectively.
The regulatory approval process also included
previously-received approvals from the Tennessee Department of
Financial Institutions and the Louisiana Office of Financial
Institutions. No further regulatory approvals are required to
complete the merger of First Horizon and IBERIABANK.
Forward Looking StatementsThis
communication contains 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 (the
"Securities Act"), and Section 21 E of the Securities Exchange Act
of 1934, as amended, (the "Exchange Act") with respect to First
Horizon's and IBERIABANK's 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 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; the potential
impacts on First Horizon’s and IBERIABANK’s businesses of the
coronavirus COVID-19 pandemic, including negative impacts from
quarantines, market declines and volatility, and changes in
customer behavior related to COVID-19; 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, 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 (reg. no.
333-235757) and filings related to that registration statement, and
in IBERIABANK's Annual Report on Form 10-K for the year ended
December 31, 2019 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 InformationIn
connection with the proposed transaction, First Horizon has filed
with the SEC a registration statement on Form S-4 (reg. 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 joint proxy statement of First
Horizon and IBERIABANK, dated March 19, 2020, addressed to the
shareholders of First Horizon and IBERIABANK seeking their approval
of the proposed transaction. 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 INCLUDED WITHIN THE REGISTRATION STATEMENT ON
FORM S-4, 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
WILL CONTAIN IMPORTANT INFORMATION ABOUT FIRST HORIZON, IBERIABANK
AND THE PROPOSED TRANSACTION.
Investors and shareholders are able to obtain a free copy of the
registration statement, including 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 [sec.gov]). Copies of the registration
statement, including the joint proxy statement/prospectus, and the
filings with the SEC that will be 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.
About First HorizonFirst 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. FHN Advisors wealth management group has
more than 300 financial professionals and about $5.7 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.
About IBERIABANK CorporationIBERIABANK
Corporation is a financial holding company with locations in
Louisiana, Arkansas, Tennessee, Alabama, Texas, Florida, Georgia,
South Carolina, North Carolina, Mississippi, Missouri, and New York
offering commercial, private banking, consumer, small business,
wealth and trust management, retail brokerage, mortgage, and title
insurance services. The Company's common stock trades on the NASDAQ
Global Select Market under the symbol "IBKC". The Company's Series
B Preferred Stock, Series C Preferred Stock, and Series D Preferred
Stock also trade on the NASDAQ Global Select Market under the
symbols "IBKCP", "IBKCO", and "IBKCN", respectively.
FIRST HORIZON CONTACT: |
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Investor Relations, Aarti Bowman, (901) 523-4017Chief
Communications Officer, Candace Steele Flippin, (901) 523-4380Media
Relations, Silvia Alvarez, (901) 523-4465 |
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IBERIABANK CONTACT: |
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Investor Relations, Jefferson G. Parker, (504) 310-7314Director of
Communications, Beth Ardoin, (337) 278-6868 |
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IBERIBANK (NASDAQ:IBKC)
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