First Horizon National Corp. (“First Horizon”) (NYSE: FHN) and
IBERIABANK Corporation (“IBERIABANK”) (NASDAQ: IBKC) today
announced that they have entered into a definitive agreement under
which the companies will combine in an all-stock merger of equals.
Under the terms of the agreement, which was unanimously approved
by the Boards of Directors of both companies, the combined holding
company and bank will operate under the First Horizon name and will
be headquartered in Memphis, Tenn. Once the transaction is
completed, 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 U.S. in deposits.
The combined organization will have $75 billion in assets, $57
billion in deposits and $55 billion in loans. The merger combines
two complementary franchises that are uniquely positioned to
capitalize on market opportunities and increase their client base
through greater scale, strategic investments in advanced
technologies and expanded product offerings.
Under the terms of the merger agreement, IBERIABANK shareholders
will receive 4.584 shares of First Horizon for each IBERIABANK
share they own. First Horizon shareholders will own 56% and
IBERIABANK shareholders will own 44% of the combined company.
Additionally, IBERIABANK shareholders will receive a 43% increase
in their dividend after consummation of the transaction, based upon
each company's current dividend per share.
Bryan Jordan, Chairman and CEO of First Horizon, said, “Our
merger of equals with IBERIABANK is an exciting milestone and the
logical next step in the continued successful transformation of our
company. Separately, we are both formidable organizations with
strong track records, great businesses and talented bankers.
Together, First Horizon and IBERIABANK will create a powerful new
company driven by our shared commitment to our customers,
communities, shareholders and the employees we serve. We are
pleased to have a partner with a complementary people-focused
culture, shared values and a growth-oriented business model. Our
combined new scale, deep experience in financial services and
diverse business mix in the South uniquely position us to
accelerate our growth and create lasting shareholder value.”
IBERIABANK President and CEO Daryl Byrd said, “This merger of
equals represents an exciting next chapter for both companies. By
joining forces with First Horizon, we will create an organization
that has the resources to invest in advanced technologies and
expand lending capacity and product offerings for our combined
clients. We chose a partner who values deep relationships and is
culturally aligned with our core mission, which is to create a
great place to work for employees, deliver extraordinary,
value-based client service, meet the expectations of our
shareholders and invest in the communities we serve. Our
partnership will leverage our best-in-class workforce and build on
and complement the well-established strong foundations of both
organizations. We look forward to bringing our companies together
to better serve our clients and communities.”
Strategic Benefits
- Enhanced Scale to Drive Growth – The combined
company will be a significant player throughout the Southern
market, with $75 billion in assets. This combination enhances the
combined company’s ability to invest in advanced technologies and
innovation to strengthen its business and create a competitive
advantage in a dynamic market environment.
- Complementary Market Presence – The
combination strengthens the competitive position in high-growth,
demographically attractive Southern markets. The pro forma bank
branch footprint is located in 15 of the Top 20 Southern MSAs by
population and in 11 states throughout the combined
footprint.
- Diversified Business Mix – The combined
company will have a well-diversified revenue mix with earnings
streams from unique lending capabilities and distinct fee income
businesses across a broader customer base. The combined
organization will offer a broader and more comprehensive suite of
products and services for commercial, consumer and small business
clients.
- Experienced Combined Management Team with Strong
Cultural Alignment – In addition to a strong track record
of successfully executing and integrating multiple large
transactions, the combined management team has significant
experience in leading regional banks. Together, First Horizon and
IBERIABANK are committed to preserving the strong cultures of both
companies to deliver superior client service.
Financial Benefits
- Significant EPS and Earnings Accretion – The
transaction is projected to deliver approximately 16% EPS accretion
to First Horizon and approximately 22% EPS accretion to IBERIABANK
by year-end 2021.
- Substantial Cost Synergies – The transaction
is expected to deliver approximately $170 million in pre-tax cost
synergies, primarily driven by annual run-rate cost savings such as
redundancies in overhead, bank branches, operations and computer
services.
- Peer Leading Profitability – The combined
company will be well-positioned to achieve peer leading
profitability and operating metrics.
- Industry Leading Operating Metrics – The
franchise is expected to deliver top-tier operating and return
metrics with cost savings on a fully-phased in basis, including:°
Return on Average Tangible Common Equity of approximately 18%°
Return on Average Assets of approximately 1.4%, and° Efficiency
Ratio of approximately 51%.
New Company Governance and Leadership Team
The combined company will be headquartered in Memphis, Tenn.,
and will maintain a significant operating presence in all of the
markets in which both companies operate today. The combined
company’s regional banking headquarters will be located in New
Orleans, La.
The combined company will be led by a balanced board and
executive leadership team composed of members from both First
Horizon and IBERIABANK. Upon closing of the transaction, the Board
of Directors will consist of nine directors from First Horizon and
eight directors from IBERIABANK. The new company will be led by
Daryl G. Byrd as Executive Chairman of the Board of Directors and
D. Bryan Jordan as Chief Executive Officer.
Leadership from First Horizon will be:
- William C. Losch, III, Chief Financial Officer
- David Popwell, President, Specialty Banking
- Susan Springfield, Chief Credit Officer
- Tammy LoCascio, Chief Human Resources Officer
Leadership from IBERIABANK will be:
- Anthony Restel, Chief Operating Officer
- Michael Brown, President, Regional Banking
- Terry Akins, Chief Risk Officer
- Beth Ardoin, Chief Communications Officer
Both companies’ longstanding commitments to serve their
communities will remain central to the combined organization’s
future. Collectively, the two companies have committed $10 billion
to community benefit plans to increase access to financial
resources and support for low and moderate income communities in
the South. The combined bank will continue its investments in these
and other important initiatives in the communities in which it
operates.
Timing and Approvals
The merger is expected to close in the second quarter of 2020,
subject to satisfaction of customary closing conditions, including
receipt of customary regulatory approvals and approval by the
shareholders of each company.
Advisors
Morgan Stanley & Co. LLC is serving as financial advisor and
Sullivan & Cromwell LLP is serving as legal counsel to First
Horizon. Keefe, Bruyette & Woods and Goldman Sachs are serving
as financial advisors and Simpson Thacher & Bartlett LLP is
serving as legal counsel to IBERIABANK.
Joint Conference Call Details
First Horizon and IBERIABANK will conduct a live conference call
to discuss the transaction at 8:30 a.m. Central Time today. To
listen to the live call, please dial 1-877-879-1183 and enter the
participant code 9174896. Presentation slides will be available on
both the First Horizon website (www.firsthorizon.com) and the
IBERIABANK website (www.iberiabank.com). A replay of the call will
be available until midnight Central Time on November 11, 2019, by
dialing 1-877-344-7529. The confirmation code for the replay is
10136743.
Forward-Looking Statements
This press release 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 21E 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 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, 2018, and in
its subsequent Quarterly Reports on Form 10-Q 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, and in IBERIABANK’s Annual Report on Form 10-K for the year
ended December 31, 2018, and in its subsequent Quarterly Reports on
Form 10-Q 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 will
file with the SEC a registration statement on Form S-4 to register
the shares of First Horizon’s capital stock to be issued in
connection with the proposed transaction. 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, WHEN AVAILABLE, THE REGISTRATION
STATEMENT ON FORM S-4, THE JOINT PROXY STATEMENT/PROSPECTUS TO BE
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 Ave, 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.
About IBERIABANK
Corporation
IBERIABANK 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. The Company's common stock market
capitalization was approximately $3.9 billion, based on the closing
stock price on November 1, 2019.
FIRST HORIZON CONTACT:
First Horizon Investor Relations, Aarti Bowman, (901) 523-4017First
Horizon, Chief Communications Officer, Candace Steele Flippin
(901)523-4380First Horizon Media Relations, Silvia Alvarez, (901)
523-4465 IBERIABANK
CONTACT:
IBERIABANK Investor Relations, Jefferson G. Parker, (504)
310-7314IBERIABANK Director of Communications, Beth Ardoin, (337)
278-6868
FHN-G
Photos accompanying this announcement are available at:
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