First Horizon National Corporation (NYSE:FHN) signed a definitive agreement to acquire IBERIABANK Corporation (NasdaqGS:IBKC) for $3.9 billion in a merger of equals transaction on November 3, 2019. 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. Holders of IBKC Common Stock will receive cash in lieu of fractional shares. The combined holding company and bank will operate under the First Horizon National Corporation 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 combined organization will have $75 billion in assets, $57 billion in deposits and $55 billion in loans. A termination fee of $156 million will be payable by either First Horizon or IBKC, as applicable, upon termination of the merger agreement under certain circumstances.

D. Bryan Jordan, the current Chairman, President and Chief Executive Officer of First Horizon, will continue to serve as President and Chief Executive Officer of the surviving entity and of the surviving bank; and Daryl G. Byrd, the current President and Chief Executive Officer of IBKC, will be appointed as Executive Chairman of the surviving entity and the surviving bank and will serve in such role until the second anniversary of the closing of the merger or such earlier time as of which Byrd ceases to serve in such role for any reason, at which time Jordan will succeed Byrd as Chairman of the surviving entity and the surviving bank. Following the Chairman succession, Byrd will serve as a Senior Advisor to the surviving entity and the surviving bank. Upon closing, Board of Directors of the surviving entity will be comprised of 17 directors, of which 9 will be former members of the Board of Directors of First Horizon and of which 8 will be former members of the Board of Directors of IBKC. Board of Directors of the combined company will include Harry V. Barton, Jr., Kenneth A. Burdick, Daryl G. Byrd (Executive Chairman of the Board), John N. Casbon, John C. Compton, Wendy P. Davidson, William H. Fenstermaker, D. Bryan Jordan, J. Michael Kemp, Sr., Rick E. Maples, Vicki R. Palmer, Colin V. Reed (Lead Director), E. Stewart Shea, III, Cecelia D. Stewart, Rajesh Subramaniam, Rosa Sugrañes and R. Eugene Taylor. Leadership from First Horizon will include William C. Losch, III, Chief Financial Officer, David Popwell, President, Specialty Banking, Susan Springfield, Chief Credit Officer and Tammy LoCascio, Chief Human Resources Officer. Leadership from IBERIABANK will include Anthony Restel, Chief Operating Officer, Michael Brown, President, Regional Banking, Terry Akins, Chief Risk Officer and Beth Ardoin, Chief Communications Officer. Vernon H. Stafford will take the role of Chief Audit Executive and Terry Akins will take the role of Chief Risk Officer. The combined company will be headquartered in Memphis, Tennessee and will maintain a significant operating presence in all of the markets in which both companies operate today. The headquarters of the combined company will be located in Memphis, Tennessee. In addition, the merger agreement provides that the headquarters of the combined company's regional banking business will be located in New Orleans, Louisiana.

The transaction subject to satisfaction of customary closing conditions, including receipt of customary regulatory approvals including the approval of the Board of Governors of the Federal Reserve System, the Tennessee Department of Financial Institutions, Louisiana Office of Financial Institutions and the antitrust division of the Department of Justice and approval by the shareholders of First Horizon National Corporation and IBERIABANK Corporation including authorization for listing on the New York Stock Exchange of the shares of First Horizon Common Stock and New First Horizon Preferred Stock and effectiveness of the registration statement on Form S-4 to be filed with the Securities and Exchange Commission. The transaction is unanimously approved by the Boards of First Horizon National Corporation and IBERIABANK Corporation. First Horizon and IBERIABANK Board's unanimously recommended shareholders to vote in favor of transaction. As of February 10, 2020, First Horizon and IBERIABANK will held a shareholder meeting to approve the transaction. As of March 17, 2020, First Horizon will held a special meeting of shareholders on April 24, 2020, to approve the transaction. The shareholders of each of First Horizon and IBERIABANK approved the transaction at special meetings held on April 24, 2020. As of June 15, 2020, regulatory approval from the Board of Governors of the Federal Reserve System was received. 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.

The merger is expected to close in the second quarter of 2020. As of April 21, 2020, the transaction is expected to close in the end of second quarter 2020. As of June 15, 2020, the transaction is expected to close on July 1, 2020. The transaction is projected to deliver approximately 16% EPS accretion to First Horizon and approximately 22% EPS accretion to IBERIABANK by year-end 2021. 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. 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%.

Morgan Stanley & Co. LLC acted as financial advisor and H. Rodgin Cohen, Mitchell S. Eitel, Marc Treviño, Rebecca Coccaro and Davis Wang of Sullivan & Cromwell LLP acted as legal advisors to First Horizon. Goldman Sachs & Co. LLC acted as financial advisor and fairness opinion provider, Keefe, Bruyette, & Woods, Inc. acted as financial and fairness opinion provider and Lee Meyerson, Matthew B. Rogers, Sebastian Tiller, Greg Grogan, Andrew Blau and Jon Goldstein of Simpson Thacher & Bartlett LLP acted as legal advisors for IBERIABANK. Morgan Stanley & Co. provided fairness opinion to First Horizon. Evercore Inc. acted as financial advisor to IBERIABANK Corporation. IBKC agreed to pay KBW a cash fee equal to 0.7% of the aggregate merger consideration, which fee is estimated to be approximately $29 million, $4 million of which became payable upon IBKC entering into the merger agreement and the balance of which is contingent upon the completion of the merger. IBERIABANK will pay an advisory fee of approximately $19.6 million to Goldman Sachs for fairness opinion. First Horizon has agreed to pay Morgan Stanley a fee of $28 million in the aggregate, $5 million of which was payable upon the rendering of its opinion and $23 million of which is contingent upon the consummation of the merger. Georgeson LLC acted as the information agent to IBERIABANK. Georgeson LLC will be paid an advisory fee of $13,500.

First Horizon National Corporation (NYSE:FHN) completed the acquisition of IBERIABANK Corporation (NasdaqGS:IBKC) in a merger of equals transaction on July 1, 2020. Shares of IBERIABANK ceased trading before the opening of the NASDAQ stock market on July 2, 2020. Upon closing of the merger, the separate existence of IBERIABANK ceased.