SecProbe.io

January 24, 2020
William C. Losch, III
Chief Financial Officer
First Horizon National Corporation
165 Madison Avenue
Memphis, TN 38103
Re:First Horizon National Corporation
Registration Statement on Form S-4
Filed December 31, 2019
File No. 333-235757
Dear Mr. Losch:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4
Cover Page
1.Please disclose here the number of depositary shares representing 1/400th of an interest of
First Horizon Series B preferred stock, First Horizon Series C preferred stock and First
Horizon Series D preferred stock and the underlying Series B, Series C and Series D
shares of preferred stock that you are offering.  In addition, please disclose the aggregate
value of the merger consideration.
Summary
Interests of Certain First Horizon Directors and Executive Officers in the Merger, page 22
2.We note that, in connection with the merger, named executive officers of First Horizon
and IBKC will receive grants of closing incentive restricted stock awards.  Please revise to

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First Horizon National Corporation
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include quantitative information regarding these awards here.  In addition, please provide
a brief summary of the terms of Mr. Byrd's compensation following the closing of the
merger, including quantitative information.
Governance of the Combined Company After the Merger
Bylaws, page 24
3.Please provide a brief summary of the amendments to the bylaws of First Horizon here
and discuss such amendments in greater detail in an appropriate section of your
prospectus.  In this regard, we note your disclosure that the merger agreement requires
First Horizon to implement "certain governance matters for the combined company
following the completion of the merger."
Combining First Horizon and IBKC may be more difficult, page 44
4.Please disclose the "anticipated cost savings" from combining the businesses of First
Horizon and IBKC in an appropriate section of your prospectus and disclose a brief
description of how you calculated such cost savings, to the extent practicable, or advise.
In addition, we note your disclosure regarding the transaction and integration costs in
connection with the merger on page 48.  Please provide an estimate of the expected
transaction and integration costs here, or advise.
Risk Factors
In connection with the merger, First Horizon will assume IBKC's outstanding debt obligations
and preferred stock, page 48
5.Please disclose here quantitative information regarding IBKC's outstanding debt
obligations, so that investors can assess the risk.
The Merger
Background of the Merger, page 67
6.We note your disclosure that each of the board of directors of IBKC and First Hoizon
reviewed and assessed their respective strategic opportunities from time-to-time.  Your
disclosure does not appear to mention any discussions of business combinations by First
Horizon with any entities other than IBKC. Please explain the extent to which First
Horizon considered opportunities with any other companies during this time period.  If no
other companies were considered as potential merger partners, please explain why First
Horizon did not expand its search.
7.We note the disclosure that the financial advisors reviewed projections provided by First
Horizon and IBKC. Please disclose any material projections that were provided by First
Horizon to IBKC or its financial advisers as well as any material projections that were
provided by IBKC to First Horizon or its financial adviser.  Alternatively, please tell us
why you believe that such disclosure is not material to an investor's voting decision.  We
also note that Morgan Stanley reviewed certain financial projections furnished to it by the

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management of IBKC and First Horizon.  In this regard, we note that you have included
the unaudited financial forecasts that were provided by IBKC and First Horizon to KBW
and Goldman Sachs for the purpose of performing financial analyses in connection with
their respective opinions.
8.We note your disclosure on page 71 that, at a meeting held by the IBKC board with
members of IBKC's management on October 15, 2019, IBKC reviewed the process
conducted to date with respect to looking at "both potential buyers of IBKC."  Please
disclose the material facts related to these potential buyers of IBKC.  In this regard, we
note that the IBKC was in discussion with Party A but that these discussions ended on
August 30, 2019, when Party A communicated that it was no longer interested in a merger
with IBKC.  In addition, we note your disclosure that, on October 20, 2019, Sullivan
& Cromwell provided a term sheet to Simpson Thacher that outlined the proposed terms
of Mr. Byrd's employment with First Horizon following the closing of a transaction and
that, on October 31, 2019, First Horizon provided IBKC with a draft of Mr. Jordan's
employment agreement to be effective upon and subject to the closing of the merger.
Please provide a summary of the material terms of these agreements and any material
negotiations or discussions regarding these agreements.  Similarly, please describe in
greater detail the discussions and negotiations regarding the exchange ratio, including
which party initially proposed the consideration, and whether either party proposed
changes to it as negotiations continued.
Opinions of IBKC's Financial Advisors
Opinion of Keefe, Bruyette & Woods, Inc., page 88
9.We note the disclosure on page 91 that, because the estimates used in KBW's analyses are
inherently subject to uncertainty, KBW assumes no responsibility or liability for their
accuracy.  Please remove this disclaimer and all similar disclaimers, including Goldman
Sach's disclaimer on page 107 that none of IBKC, Goldman Sachs or any other person
assumes responsibility if future results are materially different from those
forecast," because, while it is acceptable for a financial advisor to include language that
qualifies the estimates or analyses or describes the uncertainties, it cannot disclaim
responsibility for them.  In addition please disclose the compensation IBKC paid to KBW
or its affiliates during the past two years.  In this regard, we note your disclosure on page
98 that in the past two years KBW provided investment banking or financial advisory
services to IBKC and received compensation for such services.  Similarly, disclose any
material relationship that existed during the past two years between Goldman Sachs and
its affiliates and IBKC, if any.
Opinion of Goldman Sachs & Co. LLC
Summary of Financial Analyses
Selected Companies Analyses for IBKC, page 101
10.We note the disclosure on page 101 that Goldman Sachs selected publicly traded banking

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industry companies with operations that, for purposes of analysis, may be considered
"similar to certain operations of IBKC."  Please expand your disclosure of the selection
criteria so that investors understand the factors considered for comparable companies and
whether any companies that satisfied the selection criteria were excluded, and, if so, why.
For example, state whether Goldman Sachs considered the total assets of the companies.
Material U.S. Federal Income Tax Consequences of the Merger, page 157
11.Please revise the Material U.S. Federal Income Tax Consequences of the Merger section
to set forth counsels' opinions of each material tax consequence.  For example, the
disclosure on page 157 assumes that the merger will qualify as a reorganization within the
meaning of Section 368(a) of the Internal Revenue Code instead of setting forth counsels'
opinions as to whether the merger qualifies as a reorganization within the meaning of
Section 368(a) of the Code.  For further guidance, please refer to Staff Legal Bulletin No.
19.  We may have further comments after you file Exhibits 8.1 and 8.2.
Unaudited Pro Forma Condensed Combined Financial Statements, page 161
12.We note your presentation of pro forma adjustment A to reduce "cash and due from
banks" to reflect cash of $521.1 million used to purchase branch loans and related fixed
assets and assume branch deposits acquired from SunTrust Bank.  However, the
disclosure to footnote A on page 167 indicates that the adjustment is made to "interest
bearing cash" rather than cash and due from banks, as shown on page 162.  Please clarify
which cash line item the $521.1 million should be deducted from and revise your
presentation or disclosures to reconcile this discrepancy accordingly.
13.We note your presentation of pro forma adjustment F to reduce "interest bearing cash" to
reflect $203.1 million of contractually obligated merger costs.  Please disclose the nature
of the contractually obligated merger costs of $203.1 million and how they differ from the
$36.5 million of after-tax contractually obligated merger costs referenced in your pro
forma adjustment S.  In addition, tell us why the adjustment is applied against interest
bearing cash rather than "cash and due from banks" or "total cash and cash equivalents."
Comparison of Shareholders' Rights, page 199
14.We note that First Horizon's forum selection provision identifies a state court or federal
court located within Shelby County in the State of Tennessee  as the exclusive forum for
certain litigation, including any “derivative action.”  Please disclose whether this
provision applies to actions arising under the Securities Act or Exchange Act.  If this
provision does not apply to actions arising under the Securities Act or Exchange Act,
please tell us how you will inform investors in future filings that that the provision does
not apply to any actions arising under the Securities Act or Exchange Act.  If the provision
does apply to claims under the federal securities laws, please include a risk factor
addressing the risks of the provision.  In addition, we note that the deposit agreements
with the holders of deposit receipts for the Preferred Series B, C and D shares issued in

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connection with the merger identify the courts of the State of New York or the United
States District Court for the Southern District of New York as the exclusive forum for any
action, proceeding or claim against the depositary.  Please disclose whether this provision
in the agreements applies to actions arising under the Securities Act or Exchange Act.  If
this provision in the agreements does not apply to actions arising under the Securities Act
or Exchange Act, please tell us how you will inform investors in future filings that that the
provision does not apply to any actions arising under the Securities Act or Exchange Act.
If the provision does apply to claims under the federal securities laws, please include a
risk factor addressing the risks of the provision.
Where You Can Find More Information, page 216
15.Please identify the file numbers and dates of the registration statements that are
incorporated by reference into the prospectus.
General
16.Please provide your basis on which you have concluded that the transaction will not have
a going private effect on IBKC.  For instance, we note that certain of IBKC’s directors
and officers will continue to serve as directors or officers, as applicable, of the combined
company.  Please provide your analysis as to the applicability of Exchange Act Rule 13e-3
to the transaction, including any reliance on the exceptions to the rule's applicability.  In
this regard, we note that cash will be paid in lieu of any fractional shares of First Horizon
common stock.  Specifically address that the exception in Rule 13e-3(g)(2) requires that
security holders be offered or receive only an equity security.  Please also address:  (i) the
number of IBKC security holders who, giving effect to the exchange ratio, would be
subject to cash disposition of fractional interests; and (ii) the estimated amount of cash
payable to dispose of the fractional interests; and the (iii) the number of IBKC security
holders, if any, who would be effectively cashed out after giving effect to the cash
disposition of fractional interests.  Refer to Question and Answer 11 in Exchange Act
Release No. 34-17719 (April 13, 1981), which addresses only a scenario where security
holders are offered an election to receive cash.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

 FirstName LastNameWilliam C. Losch, III
 Comapany NameFirst Horizon National Corporation
 January 24, 2020 Page 6
 FirstName LastName
William C. Losch, III
First Horizon National Corporation
January 24, 2020
Page 6

            You may contact David Irving at 202-551-3321 or Robert Klein at 202-551-3847 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Sonia Bednarowski at 202-551-3666 or Susan Block at 202-551-3210 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance