UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Pursuant~~Date toof ~~Section~~Report ~~13 or 15~~(d)Date of ~~the~~earliest ~~Securities~~event ~~Exchange~~reported): November ~~Act~~30, ~~of 1934~~2017

~~Date~~CAPITAL ofBANK ~~Report~~FINANCIAL ~~(date of earliest event reported): November 17, 2017~~CORP.

~~CAPITAL BANK FINANCIAL CORP.~~ (Exact name of ~~registrant~~Registrant as specified in ~~its~~ charter)

Delaware	001-35655	27-1454759
Delaware (State or other jurisdiction of incorporation)	001-35655 (Commission File Number)	27-1454759 (IRS Employer Identification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
4725 Piedmont Row Drive, Suite 110 Charlotte, North Carolina (Address of principal executive office)		28210 (Zip Code)

~~4725 Piedmont Row Drive, Suite 110 Charlotte, North Carolina 28210 (Address of principal executive offices and zip code)~~ Registrant’s telephone number, including area code: (704) 554-5901 ~~(Former name or former address, if changed since last report)~~

~~Check~~(Former ~~the~~name ~~appropriate~~or ~~box~~former ~~below~~address, if ~~the~~changed from ~~Form~~last ~~8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below~~report):

ýCheck ~~Written~~the ~~communications~~appropriate ~~pursuant~~box below if the Form 8-K filing is intended to ~~Rule~~simultaneously ~~425~~satisfy ~~under~~the filing obligation of the ~~Securities~~registrant ~~Act~~under ~~(17~~any ~~CFR~~of ~~230.425)~~the following provisions:

☐o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐Indicate ~~Pre-commencement~~by ~~communications~~check ~~pursuant~~mark towhether the registrant is an emerging growth company as defined in Rule ~~14d-2~~405 of the Securities Act of 1933 (b17 CFR §230.405) ~~under~~or ~~The~~Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.~~14d~~12b-2(b)).

☐Emerging ~~Pre-commencement~~growth ~~communications pursuant to Rule 13e-4(c) under The Exchange Act (17 CFR 240.13e-4(c))~~company o

~~Emerging~~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. ☐o

IfIntroductory anNote 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. ☐

~~Item~~This Current Report on Form 8-K is being filed in connection with the closing on November 30, 2017 of the transactions contemplated by the Agreement and Plan of Merger, dated May 3, 2017 (the “Merger Agreement”), by and between First Horizon National Corporation, a Tennessee corporation (“First Horizon”), Capital Bank Financial Corp.01, a Delaware corporation (“Capital Bank Financial”), and Firestone Sub, Inc. ~~Other~~, ~~Events~~a Delaware corporation and a direct, wholly-owned subsidiary of First Horizon (“Merger Sub”), pursuant to which Merger Sub merged with and into Capital Bank Financial (the “Merger”), with Capital Bank Financial as the surviving corporation in the Merger. Immediately after the Merger, Capital Bank Financial merged with and into First Horizon (the “Second Step Merger”, and together with the Merger, the “Mergers”), with First Horizon as the surviving corporation in the Second Step Merger. Following the Mergers, Capital Bank Financial’s wholly-owned bank subsidiary, Capital Bank Corporation (“Capital Bank”), a North Carolina state chartered bank, merged with and into First Horizon’s bank subsidiary, First Tennessee Bank National Association (the “Bank”) (the “Bank Merger”, and together with the Mergers, the “Transaction”), with the Bank as the surviving entity in the Bank Merger.

~~Merger~~Item ~~Closing Date Announced~~2. ~~On November 17, 2017, First Horizon National Corporation ("First Horizon") and Capital Bank Financial Corp~~01. ~~("Capital~~Completion ~~Bank~~of ~~Financial")~~Acquisition ~~issued~~or aDisposition ~~joint press release announcing that the proposed merger transaction is expected to be completed on November 30, 2017. Closing remains subject to customary closing conditions. A copy~~ of ~~the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.~~Assets

Effective November 30, 2017, pursuant to the Merger ~~Cash/Stock~~Agreement, ~~Election~~Merger ~~Deadline~~Sub ~~Set. Based~~merged onwith ~~the~~and ~~announced~~into ~~closing~~Capital ~~date~~Bank Financial, ~~and~~with asCapital ~~stated~~Bank inFinancial as the ~~press~~surviving ~~release,~~corporation in the ~~election~~Merger. ~~deadline~~Immediately ~~for~~after the Merger, Capital Bank Financial ~~stockholders~~merged towith ~~make~~and ~~merger~~into ~~consideration~~First ~~elections~~Horizon, with ~~respect~~First toHorizon as the surviving ~~proposed~~corporation ~~merger~~in isthe ~~November~~Second 28Step Merger. Following the Mergers, ~~2017~~Capital ~~(unless~~Bank ~~extended)~~merged with and into the Bank, with the Bank as the surviving entity in the Bank Merger.

~~Cautionary~~Under ~~Statements~~the ~~Regarding~~terms ~~Forward~~and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of Capital Bank Financial’s Class A Common Stock and Class B Non-~~Looking~~Voting ~~Information~~Common Stock (together, “Capital Bank Financial Common Stock”) was converted into the right to receive either $40.573 in cash (the “Cash Consideration”) or 2.1732 shares of First Horizon’s Common Stock (the “Stock Consideration” and together with the Cash Consideration, the “Merger Consideration”), at the election of the holder of such share of Capital Bank Financial Common Stock, subject to procedures applicable to oversubscription and undersubscription for Cash Consideration set forth in the Merger Agreement. The aggregate amount of Cash Consideration will equal $410,535,300, with approximately 10,118,435 shares of Capital Bank Financial Common Stock being converted into the right to receive the Cash Consideration and the remaining shares being converted into the right to receive the Stock Consideration. Based on initial results of Capital Bank Financial stockholder elections of Merger Consideration, the Cash Consideration is oversubscribed. Accordingly, it is currently expected the Capital Bank Financial stockholders who validly elected to receive the Cash Consideration will receive approximately 46% of the Merger Consideration payable to them in cash and 54% in the form of First Horizon Common Stock. Capital Bank Financial stockholders who validly elected to receive the Stock Consideration or made no election will receive the Merger Consideration payable to them solely in the form of First Horizon Common Stock (and, if applicable, cash in lieu of fractional shares). The exchange agent for the Merger is required to effect the final allocation of the Merger Consideration by December 7, 2017.

~~This~~In ~~Current~~addition, ~~Report~~at ~~on Form 8-K contains certain "forward-looking statements" within~~ the ~~meaning~~Effective ofTime, ~~the~~each outstanding ~~Private~~option ~~Securities~~granted ~~Litigation~~by ~~Reform~~Capital ~~Act~~Bank ofFinancial ~~1995 with respect~~ to ~~our~~purchase ~~beliefs,~~shares ~~plans,~~of ~~goals,~~Capital ~~expectations,~~Bank ~~and~~Financial ~~estimates.~~Common ~~Forward-looking~~Stock ~~statements are not~~ (a ~~representation~~“Capital Bank ofFinancial ~~historical~~Stock ~~information,~~Option”) ~~but~~fully ~~instead~~vested ~~pertain~~ (to ~~future~~the ~~operations,~~extent ~~strategies,~~unvested) ~~financial~~and ~~results~~was ~~or other developments. The words "believe~~assumed," ~~"expect,"~~on ~~"anticipate,"~~the ~~"intend,"~~same ~~"estimate,"~~terms ~~"should,"~~and ~~"is likely~~conditions," ~~"will,"~~by First ~~"going~~Horizon ~~forward,"~~ and ~~other~~converted ~~expressions~~into ~~that~~an ~~indicate~~option ~~future~~to ~~events~~purchase ~~and~~a ~~trends~~number ~~identify~~of ~~forward-looking~~shares ~~statements. Forward-looking~~of ~~statements~~First ~~are~~Horizon ~~necessarily~~Common ~~based~~Stock ~~upon~~(rounded ~~estimates~~down ~~and assumptions that are inherently subject~~ to ~~significant~~the ~~business,~~nearest whole ~~operational,~~share) ~~economic~~that ~~and~~equals ~~competitive~~the ~~uncertainties~~product ~~and contingencies, many~~ of ~~which~~(A) ~~are beyond~~ the ~~control~~number of ~~First~~shares ~~Horizon~~of ~~and~~ Capital Bank Financial, ~~and~~Common ~~many~~Stock ofsubject ~~which, with respect~~ to ~~future~~such ~~business~~Capital Bank ~~decisions~~Financial ~~and~~Stock ~~actions,~~Option ~~are~~immediately ~~subject~~prior to ~~change.~~the ~~Examples~~Effective ofTime ~~uncertainties~~multiplied ~~and~~by ~~contingencies~~(B) ~~include,~~2.1732 ~~among~~(the ~~other~~“Exchange ~~important factors: global~~Ratio”), at ~~general,~~an ~~and~~exercise ~~local~~price ~~economic~~per ~~and~~share ~~business conditions, including economic recession or depression; actions~~ of regulators and agencies; pending, threatened, or possible future regulatory, administrative, and judicial outcomes, actions, and proceedings; current or future Executive orders; changes in laws and regulations applicable to First Horizon ~~and~~Common ~~Capital~~Stock ~~Bank~~(rounded ~~Financial;~~up ~~the~~to ~~possibility that~~ the ~~proposed~~nearest ~~transaction~~whole ~~will~~cent) ~~not~~equal ~~close when expected or at all because conditions~~ to the ~~closing~~quotient ~~are~~of ~~not~~(A) the ~~satisfied~~exercise onprice aper ~~timely~~share ~~basis~~of orCapital atBank ~~all;~~Financial ~~and~~Common ~~potential~~Stock ~~adverse~~of ~~reactions~~such orCapital ~~changes~~Bank toFinancial ~~business~~Stock orOption ~~employee~~divided ~~relationships,~~by ~~including~~(B) the ~~those~~Exchange ~~resulting~~Ratio. ~~from~~Each ~~the~~restricted ~~announcement~~share ~~or completion~~ of ~~the transaction; First Horizon's and~~ Capital Bank Financial's ~~success~~that inwas ~~executing~~outstanding ~~their~~immediately ~~respective~~prior ~~business~~to ~~plans~~the ~~and~~Effective ~~strategies~~Time was cancelled and ~~managing~~converted ~~the~~automatically ~~risks~~into ~~involved in~~ the ~~foregoing;~~right ~~and~~to ~~other~~receive ~~factors~~an ~~that~~amount ~~may~~in ~~affect~~cash ~~future~~equal ~~results~~to ofthe ~~First~~Cash ~~Horizon~~Consideration, ~~and~~less ~~Capital~~applicable tax ~~Bank Financial~~withholdings.

~~Additional~~The ~~factors~~foregoing ~~that~~description ~~could~~of ~~cause~~the ~~results~~Transaction and tothe ~~differ~~Merger ~~materially~~Agreement ~~from~~does ~~those~~not ~~contemplated~~purport byto ~~forward-looking~~be ~~statements~~complete ~~can~~and beis ~~found~~qualified in ~~First~~its ~~Horizon's~~entirety ~~Annual~~by ~~Report~~reference onto ~~Form 10-K for~~ the ~~year~~Merger ~~ended December 31~~Agreement, which ~~2016,~~was ~~and in its subsequent Quarterly Reports on Form 10-Q~~ filed ~~with~~as ~~the~~Exhibit ~~SEC and available in the "Investor Relations" section of First Horizon's website, http://www~~2.~~firsthorizon.com,~~1 ~~under~~to ~~the heading "SEC Filings" and in other documents First Horizon files with the SEC, and in~~ Capital Bank Financial'’s ~~Annual~~Current Report on Form 108-K ~~for~~filed ~~the year ended December 31, 2016 and in its subsequent Quarterly Reports~~ on ~~Form~~May ~~10-Q~~5, ~~including for the quarters ended March 31,~~ 2017, ~~June 30, 2017~~ and ~~September~~is ~~30,~~incorporated by ~~2017,~~reference ~~filed with the SEC and available in the "Investor Relations" section of Capital Bank Financial's website, www~~herein.~~CapitalBank-US.com, under the heading "Financials & Filings" and in other documents Capital Bank Financial files with the SEC.~~

Item 3.01.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

As a result of the transactions described in Item 2.01 of this Current Report on Form 8-K, which are incorporated by reference herein, Capital Bank Financial requested that the shares of Capital Bank Financial’s Class

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A Common Stock, which traded under the symbol “CBF,” cease to be traded on the NASDAQ Stock Market (the “NASDAQ”) and be delisted from the NASDAQ prior to market open on December 1, 2017. Capital Bank Financial has also requested the NASDAQ to file a notification of removal from listing of Capital Bank Financial’s Class A Common Stock on Form 25 with U.S. Securities and Exchange Commission (the “SEC”).

Additionally, Capital Bank Financial intends to file with the SEC certifications on Form 15 under the Securities Exchange Act of 1934 (the “Exchange Act”) to request the deregistration of the Capital Bank Financial Common Stock under the Exchange Act and the suspension of Capital Bank Financial’s reporting obligations under Sections 13 and 15(d) of the Exchange Act as promptly as practicable.

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

Item 3.03.

Material Modification to the Rights of Security Holders.

As a result of the Merger, each issued and outstanding share of Capital Bank Financial Common Stock, was cancelled and each holder of Capital Bank Financial Common Stock ceased to have any rights as a stockholder of Capital Bank Financial other than the right to receive the Merger Consideration as set forth in the Merger Agreement.

The information set forth in Item 2.01 and Item 3.01 is incorporated by reference into this Item 3.03.

Item 5.01.

Changes in Control of Registrant.

The information set forth in Item 2.01 is incorporated by reference into this Item 5.01.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 30, 2017, effective upon the consummation of the Merger, Capital Bank Financial’s directors and executive officers ceased serving in such capacities. In addition, as previously described in Capital Bank Financial’s definitive proxy statement, dated July 28, 2017, in the section entitled “The Mergers—Interests of Capital Bank Financial’s Directors and Executive Officers in the Merger—Existing Employment Agreements between Capital Bank Financial and Certain Named Executive Officers,” pursuant to the Merger Agreement, on November 29, 2017, Capital Bank Financial entered into an amendment to the employment agreement with Christopher G. Marshall, Capital Bank Financial’s Chief Financial Officer, which amendment provides that noncompetition covenant under Mr. Marshall’s employment agreement will not apply following the Merger, but that the nonsolicitation covenant thereunder will apply for a period of two years following his termination of employment.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the Merger Agreement, as of the Effective Time, the Certificate of Incorporation and the Bylaws of Merger Sub became the Certificate of Incorporation and Bylaws of Capital Bank Financial. As of the effective time of the Second Step Merger, the Certificate of Incorporation and the Bylaws of Capital Bank Financial ceased to be in effect by operation of law and the organizational documents of First Horizon (as successor to Capital Bank Financial by operation of law) remained the Restated Charter and Bylaws of First Horizon, consistent with the terms of the Merger Agreement. A copy of the Restated Charter and Bylaws of First Horizon are filed as Exhibits 3.1 and 3.2 of this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

Item 8.01.

Other Events.

On December 1, 2017, First Horizon issued a press release announcing the completion of the Transaction, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

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Item 9.01.

Financial Statements and Exhibits

(d)

Exhibits.

99.1 Joint Press Release issued November 17, 2017

Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated as of May 3, 2017, by and among First Horizon National Corporation, Capital Bank Financial Corp. and Firestone Sub, Inc. (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K, filed by Capital Bank Financial Corp. on May 5, 2017)

3.1		Restated Charter of First Horizon National Corporation (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K, filed by First Horizon National Corporation on May 3, 2013)

3.2		Bylaws of First Horizon National Corporation, as amended and restated effective November 30, 2017

99.1		Press Release issued by First Horizon National Corporation, dated December 1, 2017

~~SIGNATURES~~-4-

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.

	Capital Bank Financial Corp.
	First Horizon National Corporation, as successor to Capital Bank Financial Corp. (Registrant)
	(Registrant)
Date: December 1, 2017	By:	/s/ William C. Losch III
Date: November 17, 2017	By:	/s/ Vince Lichtenberger
	Name:	William C. Losch III
		Name: Vince Lichtenberger
	Title:	Executive Vice President and
		Title: Executive Vice President, General Counsel & Secretary
		Chief Financial Officer

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