UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM
_________________
CURRENT REPORT
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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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Securities registered pursuant to Section 12(b) of the Act:
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| $0.625 Par Value |
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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).
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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. ☐
Furnished as Exhibit 99.1 is a copy of the First Horizon National Corporation ("First Horizon" or "FHN”) earnings release for the quarter and year ended December 31, 2019, which is scheduled to be released January 17, 2020.
The foregoing information is furnished pursuant to Item 2.02, "Regulation of Operations and Financial Condition," and Item 7.01, "Regulation FD Disclosure." The exhibit speaks as of the date thereof and FHN does not assume any obligation to update in the future the information therein.
Use of Non-GAAP Measures and Regulatory Measures that are not GAAP in the Exhibit
Certain measures are included in the exhibit that are “non-GAAP,” meaning (under U.S. financial reporting rules) they are not presented in accordance with generally accepted accounting principles (“GAAP”) in the U.S. and also are not codified in the U.S. banking regulations currently applicable to FHN. Although other entities may use calculation methods that differ from those used by FHN for non-GAAP measures, FHN’s management believes such measures are relevant to understanding the financial condition, capital position, and financial results of FHN and its business segments. Non-GAAP measures are reported to FHN’s management and directors through various internal reports.
Presentation of regulatory measures, some of which follow regulatory definitions rather than GAAP, provides a meaningful base for comparability to other financial institutions subject to the same regulations as FHN. Such measures are used by the various banking regulators in reviewing the performance, stability, and capital adequacy of financial institutions they regulate. Although not GAAP terms, these regulatory measures are not considered “non-GAAP” under U.S. financial reporting rules as long as their presentation conforms to regulatory standards. Regulatory measures used in the exhibit include: common equity tier 1 capital, generally defined as common equity less goodwill, other intangibles, and certain other required regulatory deductions; tier 1 capital, generally defined as the sum of core capital (including common equity and instruments that cannot be redeemed at the option of the holder) adjusted for certain items under risk based capital regulations; and risk weighted assets (“RWA”), which is a measure of total on- and off-balance sheet assets adjusted for credit and market risk, used to determine regulatory capital ratios. The non-GAAP measures presented in the exhibit include: Return on average tangible common equity (“ROTCE”), adjusted ROTCE, adjusted return on average assets ("ROA"), adjusted return on average common equity ("ROCE"), and adjusted earnings per share ("EPS").
Reconciliations of non-GAAP to GAAP measures and presentation of the most comparable GAAP items are presented at the end of the earnings release.
Forward-Looking Statements
This earnings 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 mentioned in this earnings release and in FHN's most recent financial supplement and investor slide presentation, 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 forward-looking statements or to publicly announce the result of any revisions to any of the forward-looking statements to reflect future events or developments.
| (d) | Exhibits |
| The following exhibit is furnished pursuant to Items 2.02 and 7.01, is not to be considered "filed" under the Securities Exchange Act 1934, as amended ("Exchange Act"), and shall not be incorporated by reference into any of First Horizon's previous or future filings under the Securities Act of 1933, as amended, or the Exchange Act. | |
| Exhibit # | Description | |
| 99.1 | First Horizon National Corporation earnings release issued for the quarter and year ended December 31, 2019. | |
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.
| First Horizon National Corporation | ||
| Date: January 17, 2020 | By: | /s/ William C. Losch III |
| William C. Losch III | ||
| Executive Vice President and Chief Financial Officer | ||
EXHIBIT 99.1
First Horizon Releases 2019 Fourth Quarter and Full Year Financial Results
Company delivers strong performance and solid earnings after ‘transformative’ year
2019 results include profitable balance sheet growth, countercyclical business benefit and effective capital deployment
MEMPHIS, Tenn., Jan. 17, 2020 (GLOBE NEWSWIRE) -- First Horizon National Corp. (NYSE:FHN) today announced its 2019 fourth quarter and full year financial results. The company ended a year of high returns and strong growth by announcing a merger of equals agreement with IBERIABANK Corporation and an agreement to acquire 30 branches. Fourth quarter 2019 reported earnings per share were $.37; adjusted earnings per share were $.471.
“First Horizon had a transformative year and delivered strong performance in 2019. Our momentum continued into the fourth quarter as we achieved higher returns, improved profitability, balance sheet growth, and stable credit quality,” said Bryan Jordan, chairman and CEO of First Horizon. “In 2019, we delivered on synergies created by the Capital Bank merger. Those successes provide a solid roadmap for our planned merger of equals with IBERIABANK and the acquisition of an additional 30 branches located in attractive markets in North Carolina, Virginia and Georgia. Looking ahead, I remain confident in our ability to continue to deliver on our strategic priorities, build shareholder value and serve even more customers and communities across the South.”
2019 Full Year Financial Highlights
| Diluted EPS / Adjusted EPS1 $1.38 / $1.66 |
ROA / Adjusted ROA1 1.08% / 1.30% |
ROCE / Adjusted ROCE1 9.60% / 11.59% |
ROTCE1 / Adjusted ROTCE1 14.71% / 17.60% |
Additional highlights from the year include:
Fourth Quarter 2019 Highlights
| Diluted EPS / Adjusted EPS1 $.37/ $.47 |
ROA / Adjusted ROA1 1.12% / 1.40% |
ROCE / Adjusted ROCE1 9.97% / 12.52% |
ROTCE1 / Adjusted ROTCE1 15.03% / 18.88% |
1These are non-GAAP numbers that are reconciled to reported GAAP numbers in the non-GAAP table that follows
Consolidated Highlights
Quarterly/Annually, Unaudited
| 4Q19 Changes vs. | Twelve Months Ended | 2019 vs. | ||||||||||||||||||||||||||||
| (Dollars in Thousands) | 4Q19 | 3Q19 | 4Q18 | 3Q19 | 4Q18 | 2019 | 2018 | 2018 | ||||||||||||||||||||||
| Consolidated | ||||||||||||||||||||||||||||||
| Income Statement | ||||||||||||||||||||||||||||||
| Net interest income | $ | 311,393 | $ | 300,676 | $ | 302,512 | 4 | % | 3 | % | $ | 1,210,187 | $ | 1,220,317 | (1 | ) | % | |||||||||||||
| Noninterest income | 183,307 | 171,735 | 110,274 | 7 | % | 66 | % | 654,080 | 722,788 | (10 | ) | % | ||||||||||||||||||
| Total revenues | 494,700 | 472,411 | 412,786 | 5 | % | 20 | % | 1,864,267 | 1,943,105 | (4 | ) | % | ||||||||||||||||||
| Provision/(provision credit) for loan losses | 10,000 | 15,000 | 6,000 | (33 | ) | % | 67 | % | 47,000 | 7,000 | NM | |||||||||||||||||||
| Noninterest expense | 327,447 | 307,672 | 281,932 | 6 | % | 16 | % | 1,231,603 | 1,221,996 | 1 | % | |||||||||||||||||||
| Income before income taxes | 157,253 | 149,739 | 124,854 | 5 | % | 26 | % | 585,664 | 714,109 | (18 | ) | % | ||||||||||||||||||
| Provision for income taxes | 35,970 | 35,796 | 24,049 | * | 50 | % | 133,291 | 157,602 | (15 | ) | % | |||||||||||||||||||
| Net income | 121,283 | 113,943 | 100,805 | 6 | % | 20 | % | 452,373 | 556,507 | (19 | ) | % | ||||||||||||||||||
| Net income attributable to noncontrolling interest | 2,910 | 2,883 | 2,910 | 1 | % | * | 11,465 | 11,465 | * | |||||||||||||||||||||
| Preferred stock dividends | 1,550 | 1,550 | 1,550 | * | * | 6,200 | 6,200 | * | ||||||||||||||||||||||
| Net income available to common shareholders | $ | 116,823 | $ | 109,510 | $ | 96,345 | 7 | % | 21 | % | $ | 434,708 | $ | 538,842 | (19 | ) | % | |||||||||||||
| NIM | 3.26 | % | 3.21 | % | 3.38 | % | 2 | % | (4 | ) | % | 3.28 | % | 3.45 | % | (5 | ) | % | ||||||||||||
| Diluted Shares | 313,353 | 313,805 | 323,885 | * | (3 | ) | % | 315,657 | 327,445 | (4 | ) | % | ||||||||||||||||||
| Balance Sheet | ||||||||||||||||||||||||||||||
| Average Loans | $ | 30,706,319 | $ | 30,016,388 | $ | 27,154,643 | 2 | % | 13 | % | $ | 29,188,638 | $ | 27,213,828 | 7 | % | ||||||||||||||
| Average Deposits | 32,777,047 | 32,371,398 | 31,847,754 | 1 | % | 3 | % | 32,403,048 | 30,903,092 | 5 | % | |||||||||||||||||||
| Average Assets | 42,885,790 | 41,940,901 | 40,302,528 | 2 | % | 6 | % | 41,744,264 | 40,225,459 | 4 | % | |||||||||||||||||||
| Average Common Equity | 4,648,813 | 4,571,286 | 4,339,643 | 2 | % | 7 | % | 4,529,844 | 4,226,474 | 7 | % | |||||||||||||||||||
| NM - Not meaningful | ||||||||||||||||||||||||||||||
| * Amount is less than one percent. | ||||||||||||||||||||||||||||||
Consolidated 4Q19 highlights include:
Regional Banking Highlights
Quarterly/Annually, Unaudited
| 4Q19 Changes vs. | Twelve Months Ended | 2019 vs. | ||||||||||||||||||||||||||||
| (Dollars in Thousands) | 4Q19 | 3Q19 | 4Q18 | 3Q19 | 4Q18 | 2019 | 2018 | 2018 | ||||||||||||||||||||||
| Regional Banking | ||||||||||||||||||||||||||||||
| Net interest income | $ | 310,696 | $ | 302,370 | $ | 298,288 | 3 | % | 4 | % | $ | 1,196,318 | $ | 1,197,471 | * | |||||||||||||||
| Noninterest income | 89,553 | 85,776 | 70,003 | 4 | % | 28 | % | 329,834 | 311,763 | 6 | % | |||||||||||||||||||
| Total revenues | 400,249 | 388,146 | 368,291 | 3 | % | 9 | % | 1,526,152 | 1,509,234 | 1 | % | |||||||||||||||||||
| Provision for loan losses | 14,369 | 20,472 | 8,488 | (30 | ) | % | 69 | % | 66,059 | 24,643 | NM | |||||||||||||||||||
| Noninterest expense | 202,967 | 193,250 | 206,001 | 5 | % | (1 | ) | % | 789,033 | 826,262 | (5 | ) | % | |||||||||||||||||
| Income before income taxes | $ | 182,913 | $ | 174,424 | $ | 153,802 | 5 | % | 19 | % | $ | 671,060 | $ | 658,329 | 2 | % | ||||||||||||||
| Balance Sheet | ||||||||||||||||||||||||||||||
| Average Loans | $ | 29,721,827 | $ | 28,958,093 | $ | 25,877,397 | 3 | % | 15 | % | $ | 28,092,243 | $ | 25,784,941 | 9 | % | ||||||||||||||
| Average Deposits | 30,413,210 | 30,044,382 | 28,315,862 | 1 | % | 7 | % | 30,002,759 | 27,604,091 | 9 | % | |||||||||||||||||||
| NM - Not meaningful | ||||||||||||||||||||||||||||||
| * Amount is less than one percent. | ||||||||||||||||||||||||||||||
Regional Banking 4Q19 highlights include:
Fixed Income Highlights
Quarterly/Annually, Unaudited
| 4Q19 Changes vs. | Twelve Months Ended | 2019 vs. | ||||||||||||||||||||||||||||
| (Dollars in Thousands) | 4Q19 | 3Q19 | 4Q18 | 3Q19 | 4Q18 | 2019 | 2018 | 2018 | ||||||||||||||||||||||
| Fixed Income | ||||||||||||||||||||||||||||||
| Net interest income | $ | 7,233 | $ | 5,309 | $ | 9,011 | 36 | % | (20 | ) | % | $ | 26,044 | $ | 35,753 | (27 | ) | % | ||||||||||||
| Noninterest income | 81,185 | 77,809 | 39,678 | 4 | % | NM | 278,423 | 164,769 | 69 | % | ||||||||||||||||||||
| Total revenues | 88,418 | 83,118 | 48,689 | 6 | % | 82 | % | 304,467 | 200,522 | 52 | % | |||||||||||||||||||
| Noninterest expense | 62,329 | 67,787 | 46,516 | (8 | ) | % | 34 | % | 236,660 | 189,373 | 25 | % | ||||||||||||||||||
| Income before income taxes | $ | 26,089 | $ | 15,331 | $ | 2,173 | 70 | % | NM | $ | 67,807 | $ | 11,149 | NM | ||||||||||||||||
| NM - Not meaningful | ||||||||||||||||||||||||||||||
Fixed Income 4Q19 highlights include:
Capital and Liquidity Highlights
Quarterly/Annually, Unaudited
| 4Q19 Changes vs. | |||||||||||||||||
| (Dollars in Millions) | 4Q19 | 3Q19 | 4Q18 | 3Q19 | 4Q18 | ||||||||||||
| Capital and Liquidity Highlights | |||||||||||||||||
| Common dividends declared | $ | 43.5 | $ | 43.5 | $ | 38.4 | * | 13 | % | ||||||||
| Preferred dividends declared | 1.6 | 1.6 | 1.6 | * | * | ||||||||||||
| Share repurchases | — | 28.2 | 80.5 | NM | NM | ||||||||||||
| Capital Ratios (a) | |||||||||||||||||
| Common Equity Tier 1 | 9.20 | % | 9.01 | % | 9.77 | % | |||||||||||
| Tier 1 | 10.15 | % | 9.97 | % | 10.8 | % | |||||||||||
| Total Capital | 11.22 | % | 11.01 | % | 11.94 | % | |||||||||||
| Leverage | 9.04 | % | 9.05 | % | 9.09 | % | |||||||||||
| (a) Regulatory capital ratios calculated under the Basel III risk-based capital rules as phased-in; current quarter is an estimate. | |||||||||||||||||
| NM - Not meaningful | |||||||||||||||||
| * Amount is less than one percent. | |||||||||||||||||
Capital and Liquidity 4Q19 highlights include:
Asset Quality Highlights
Quarterly/Annually, Unaudited
| 4Q19 Changes vs. | ||||||||||||||||||
| (Dollars in Thousands) | 4Q19 | 3Q19 | 4Q18 | 3Q19 | 4Q18 | |||||||||||||
| Asset Quality Highlights | ||||||||||||||||||
| Allowance for loan losses | $ | 200,307 | $ | 193,149 | $ | 180,424 | 4 | % | 11 | % | ||||||||
| Allowance / loans % | 0.64 | % | 0.62 | % | 0.66 | % | ||||||||||||
| Net Charge-offs | $ | 2,842 | $ | 14,600 | $ | 11,535 | (81 | ) | % | (75 | ) | % | ||||||
| Net charge-offs % | 0.04 | % | 0.19 | % | 0.17 | % | ||||||||||||
| Nonperforming Loans (a) | $ | 162,165 | $ | 172,495 | $ | 147,749 | (6 | ) | % | 10 | % | |||||||
| NPL % | 0.52 | % | 0.55 | % | 0.54 | % | ||||||||||||
| 30+ delinquencies | $ | 57,911 | $ | 70,675 | $ | 75,164 | (18 | ) | % | (23 | ) | % | ||||||
| 30+ delinquencies % | 0.19 | % | 0.23 | % | 0.27 | % | ||||||||||||
| (a) Excludes loans held-for-sale. | ||||||||||||||||||
Asset Quality 4Q19 highlights include:
Use of Non-GAAP Measures
Several financial measures in this release are non-GAAP, meaning they are not presented in accordance with generally accepted accounting principles (GAAP) in the U.S. The non-GAAP items presented in this release are adjusted earnings per share ("EPS"), adjusted return on average common equity (“ROCE”), return on tangible common equity ("ROTCE"), adjusted ROTCE, and adjusted return on average assets ("ROA"). These profitability measures are reported to First Horizon’s management and directors through various internal reports. First Horizon’s management believes these measures are relevant to understanding the financial results of First Horizon and its business segments. Non-GAAP measures are not formally defined by GAAP or codified in the federal banking regulations, and other entities may use calculation methods that differ from those used by First Horizon. First Horizon has reconciled each of these measures to a comparable GAAP measure below:
| FHN NON-GAAP TO GAAP RECONCILIATION | |||||||||||||||||||||
| Quarterly/Annually, Unaudited | |||||||||||||||||||||
| (Dollars and shares in thousands, except per share data) | |||||||||||||||||||||
| Twelve Months Ended | |||||||||||||||||||||
| Adjusted Diluted EPS | 4Q19 |
3Q19 |
2019 |
2018 |
|||||||||||||||||
| Net income available to common ("NIAC") (GAAP) | a | $ | 116,823 | $ | 109,510 | $ | 434,708 | $ | 538,842 | ||||||||||||
| Plus Tax effected notable items (Non-GAAP) (a) (b) | $ | 29,854 | $ | 24,497 | $ | 90,220 | $ | (78,183 | ) | ||||||||||||
| Adjusted NIAC (Non-GAAP) | b | $ | 146,677 | $ | 134,007 | $ | 524,928 | $ | 460,659 | ||||||||||||
| Diluted Shares (GAAP) | c | 313,353 | 313,805 | 315,657 | 327,445 | ||||||||||||||||
| Diluted EPS (GAAP) | a/c | $ | 0.37 | $ | 0.35 | $ | 1.38 | $ | 1.65 | ||||||||||||
| Adjusted diluted EPS (Non-GAAP) | b/c | $ | 0.47 | $ | 0.43 | $ | 1.66 | $ | 1.41 | ||||||||||||
| Adjusted Return on Assets ("ROA") | 4Q19 |
2019 | |||||||||||||||||||
| Net Income ("NI") (GAAP) | $ | 121,283 | $ | 452,373 | |||||||||||||||||
| Plus Tax effected notable items (Non-GAAP) (a) (b) | $ | 29,854 | $ | 90,220 | |||||||||||||||||
| Adjusted NI (Non-GAAP) | $ | 151,137 | $ | 542,593 | |||||||||||||||||
| NI (quarters are annualized) (GAAP) | d | $ | 481,177 | $ | 452,373 | ||||||||||||||||
| Adjusted NI (quarters are annualized) (Non-GAAP) | e | $ | 599,620 | $ | 542,593 | ||||||||||||||||
| Average assets (GAAP) | f | $ | 42,885,790 | $ | 41,744,264 | ||||||||||||||||
| ROA (GAAP) | d/f | 1.12 | % | 1.08 | % | ||||||||||||||||
| Adjusted ROA (Non-GAAP) | e/f | 1.40 | % | 1.30 | % | ||||||||||||||||
| Adjusted Return on Average Common Equity ("ROCE")/ Return on Average Tangible Common Equity ("ROTCE") | 4Q19 |
2019 |
|||||||||||||||||||
| NIAC (GAAP) | $ | 116,823 | $ | 434,708 | |||||||||||||||||
| Plus Tax effected notable items (Non-GAAP) (a) (b) | $ | 29,854 | $ | 90,220 | |||||||||||||||||
| Adjusted NIAC (Non-GAAP) | $ | 146,677 | $ | 524,928 | |||||||||||||||||
| NIAC (quarters are annualized) (GAAP) | g | $ | 463,483 | $ | 434,708 | ||||||||||||||||
| Adjusted NIAC (quarters are annualized) (Non-GAAP) | h | $ | 581,925 | $ | 524,928 | ||||||||||||||||
| Average Common Equity (GAAP) | i | $ | 4,648,813 | $ | 4,529,844 | ||||||||||||||||
| Intangible Assets (GAAP) (c) | $ | 1,566,079 | $ | 1,575,338 | |||||||||||||||||
| Average Tangible Common Equity (Non-GAAP) | j | $ | 3,082,734 | $ | 2,954,506 | ||||||||||||||||
| Plus Equity impact for notable items (d) | $ | 27,897 | |||||||||||||||||||
| Adjusted Average Tangible Common Equity (non-GAAP) | k | $ | 3,082,734 | $ | 2,982,403 | ||||||||||||||||
| ROCE (GAAP) | g/i | 9.97 | % | 9.60 | % | ||||||||||||||||
| Adjusted ROCE (Non-GAAP) | h/i | 12.52 | % | 11.59 | % | ||||||||||||||||
| ROTCE (Non-GAAP) | g/j | 15.03 | % | 14.71 | % | ||||||||||||||||
| Adjusted ROTCE (Non-GAAP) | h/k | 18.88 | % | 17.60 | % | ||||||||||||||||
(a) 4Q19 includes $15.7 million of pre-tax acquisition-related expenses largely associated with the pending merger of equals with IBERIABANK Corporation. (“IBKC”), $11.0 million of pre-tax expense related to charitable contributions, $9.1 million of pre-tax rebranding expenses, and $1.2 million of pre-tax restructuring-related expenses associated with efficiency initiatives; 3Q19 includes $9.0 million of pre-tax acquisition-related expenses primarily associated with the Capital Bank Financial Corp. (“CBF”) acquisition, $7.8 million of pre-tax restructuring-related expenses associated with efficiency initiatives, $7.5 million net pre-tax expense related to the resolution of legal matters, $4.0 million of pre-tax negative valuation adjustments associated with derivatives related to prior sales of Visa Class B shares, and $3.1 million of pre-tax rebranding expenses, and have been adjusted using an incremental tax rate of approximately 19 percent in 4Q19 and 22 percent in 3Q19.
(b) 2019 includes $39.8 million of pre-tax restructuring-related expenses associated with efficiency initiatives, $39.0 million of pre-tax acquisition-related expenses primarily associated with the pending merger of equals with IBKC and the CBF acquisition, $21.3 million of pre-tax rebranding expenses, $11.0 million of pre-tax expense related to charitable contributions, $4.0 million of pre-tax negative valuation adjustments associated with derivatives related to prior sales of Visa Class B shares, and a net $(.9) million pre-tax expense reversal related to the settlements of litigation matters; 2018 includes a $(212.9) million gain from the sale of Visa Class B Shares, $99.4 million of pre-tax acquisition-related items primarily associated with the CBF acquisition, a $(3.3) million gain on sale of a building, a $4.1 million of valuation adjustments associated with derivatives related to prior sales of Visa Class B shares, and an $8.7 million pre-tax adjustment related the return on excess fees received from Capital Bank debit card transactions, and have been adjusted using an incremental tax rate of approximately 21 percent in 2019 and 24 percent in 2018.
(c) Includes goodwill and other intangible assets, net of amortization.
(d) Includes the average after-tax impact of $27.9 million of notable items recognized in 2019.
Conference call
Management will hold a conference call at 8:30 a.m. Central Time today to review earnings and performance trends. There will also be a live webcast accompanied by the slide presentation available at https://ir.fhnc.com/Event. The call and slide presentation may involve forward-looking information, including guidance.
Analysts, investors and interested parties may call toll-free starting at 8:15 a.m. CT on January 17 by dialing 888-317-6003 (if calling from the U.S.) or 412-317-6061 (if calling from outside the U.S) and entering access code 8848081. The conference call will begin at 8:30 a.m. CT.
A replay of the call will be available beginning at noon CT on January 17 until midnight CT on January 31. To listen to the replay, dial 877-344-7529 (U.S. callers) or 412-317-0088 (international callers); the access code is 10137984. A replay of the webcast will also be available at http://ir.fhnc.com/Event by midnight CT on January 17 and will be archived on the site for one year.
Disclaimers and Other Information
Forward- Looking Statements
This communication 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, ability to execute business plans, geopolitical developments, recent and future legislative and regulatory developments, inflation or deflation, market (particularly real estate market) and monetary fluctuations, natural disasters, customer, investor and regulatory responses to these conditions and items already mentioned in this press release, as well as critical accounting estimates and other factors described in First Horizon's annual report on Form 10-K and other recent filings with the SEC. First Horizon 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 or changes in expectations.
Important Other Information
In connection with First Horizon’s proposed merger-of-equals transaction with IBERIABANK Corporation, First Horizon has filed with the SEC a registration statement on Form S-4 (No. 333-235757) to register the shares of First Horizon’s capital stock to be issued in connection with the proposed transaction. When effective, the registration statement will include a joint proxy statement of First Horizon and IBERIABANK which will be sent 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, AS FILED TO DATE AND AS AMENDED IN THE FUTURE, 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 will be 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). 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, 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 the Solicitation
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 11, 2019, and certain of its Current Reports on Form 8-K. Information regarding IBERIABANK’s directors and executive officers is available in its definitive proxy statement, which was filed with SEC on March 28, 2019, 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.
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.
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| CONTACT: |
First Horizon Investor Relations, Aarti Bowman, (901) 523-4017 |
| First Horizon Media Relations, Silvia Alvarez, (901) 523-4465 |
A PDF accompanying this release is available at http://ml.globenewswire.com/Resource/Download/3b69ae81-3c49-4ac2-9b08-569f4cdd7510