UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
_______________________________________
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): August 31,
2008
First
Horizon National Corporation
(Exact
Name of Registrant as Specified in Charter)
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TN
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001-15185
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62-0803242
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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165
MADISON AVENUE
MEMPHIS,
TENNESSEE
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38103
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(Address
of Principal Executive Office)
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(Zip
Code)
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Registrant's
telephone number, including area code - (901) 523-4444
(Former
name or former address, if changed from last report)
_____________________________________________
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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□
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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□
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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□
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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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□
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM
2.01. Completion of
Acquisition or Disposition of Assets.
Background Information for
Sale of Certain Mortgage Business Assets to MetLife Bank
On June
3, 2008, First Tennessee Bank National Association (“First Tennessee Bank”), a
subsidiary of First Horizon National Corporation (collectively with First
Tennessee Bank, “First Horizon”), entered into an Asset Purchase Agreement
(“APA”) with MetLife Bank, National Association (“MetLife Bank”), a subsidiary
of MetLife, Inc. Under the APA First Horizon agreed to sell to MetLife Bank
certain assets, and MetLife Bank agreed to assume certain liabilities, related
to First Horizon’s mortgage origination franchise and servicing platform (the
“National Mortgage Business”) but excluding locations and personnel associated
with First Horizon’s Tennessee-footprint production offices. The parties also
entered into a Servicing Rights Purchase and Sale Agreement (“MSR Sale
Agreement”) providing for the sale by First Horizon to MetLife Bank of mortgage
servicing rights (“MSR”) related to first lien mortgage loans
with associated unpaid principal balance of approximately $20 billion as of
that date, and a Mortgage Loan Subservicing Agreement (“Subservicing Agreement”)
providing for servicing by MetLife Bank for up to three years of First Horizon’s
entire remaining MSR portfolio currently serviced on First Horizon’s MSR
platform and not otherwise sold to MetLife Bank or other third parties. The MSR
Sale Agreement and Subservicing Agreement together are referred to as the “MSR
Agreements,” and the MSR Agreements together with the APA are referred to as the
“Agreements.”
The
Agreements were the subject of, and were filed as exhibits to, First Horizon’s
Current Report on Form 8-K dated June 3, 2008 (the “Item 1.01 Report”). This
item of this Report hereby incorporates by reference the descriptions of the
Agreements and their respective transactions contained in Item 1.01 of the Item
1.01 Report, except to the extent the information in this Report may supersede
any portion of such prior descriptions. Capitalized terms used in this Report
that are not otherwise defined have the meanings given in the Item 1.01 Report.
In the Agreements, each party makes representations and warranties to other
parties. Those representations and warranties are made only to and for the
benefit of those other parties in the context of a business agreement.
Exceptions to such representations and warranties may be partially or fully
waived by such parties, or not enforced by such parties, in their discretion. No
such representation or warranty may be relied upon by any other person for any
purpose.
Closing
The asset
sale transactions contemplated by the APA and MSR Sale Agreement closed
effective August 31, 2008.
Purchase Price
Information
Generally,
MetLife Bank agreed to pay net book value (based on generally accepted
accounting principles consistently applied) for the National Mortgage Business,
including the MSRs being sold to MetLife Bank. The purchase price was
subject to a reduction of up to $10 million. To the extent that prior
to the closing date FHN incurred certain specified costs, then the purchase
price adjustment decreased by the amount of such costs. Certain
intangible assets, including third party non-compete covenants in favor of First
Horizon, are included in the assets to be sold but are excluded from the
purchase price calculation. The purchase price was based on elements of First
Horizon’s unaudited balance sheet, updated as of the closing date. The purchase
price is subject to a post-closing true-up mechanism in a manner prescribed in
the APA. The true-up process has not yet been completed. Therefore, the purchase
price paid to date in connection with closing is an estimate of the final price.
The estimated purchase price paid was approximately $383 million in the
aggregate, net of non-deposit liabilities and the adjustment.
In
addition, approximately $301 million of custodial deposits primarily related to
the MSRs sold were transferred to MetLife Bank at book value, all in connection
with closing. MetLife Bank has assumed First Horizon’s obligations associated
with those deposits.
All
purchase price and deposit amounts were paid in cash.
ITEM
9.01. Financial
Statements and Exhibits
(b) Pro
Forma Financial Information
Filed
herewith as exhibit 99.1 are unaudited condensed consolidated pro forma
statements of income as of the fiscal year 2007 and for the six months ended
June 30, 2008, and unaudited pro forma condensed consolidated statement
of condition as of June 30, 2008. The unaudited condensed consolidated pro
forma statements of income have been prepared to present First Horizon’s results
of operations as if the sale of certain mortgage business assets occurred as of
the beginning of the 2007 annual period. The unaudited pro forma condensed
consolidated statement of condition as of June 30, 2008 has been prepared to
present First Horizon’s financial position as if the sale of certain mortgage
business assets occurred on June 30, 2008. The pro forma financial
statements do not purport to be indicative of the financial position or results
of operations of First Horizon as of such dates or for such periods, nor are
they necessarily indicative of future results.
(d) Exhibits
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Exhibit
#
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Description
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99.1
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Pro
Forma Financial Information
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* * * * *
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)
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Date:
September 4, 2008
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By:
________________________________________
Executive
Vice President, Chief
Accounting Officer
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EXHIBIT
INDEX
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Pro
Forma Financial Information
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