Current Report Filing (8-k)
May 03 2021 - 4:22PM
Edgar (US Regulatory)
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): April 29, 2021
First Horizon Corporation
(Exact name of registrant as specified in its charter)
TN
(State or other Jurisdiction
of Incorporation)
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001-15185
(Commission File Number)
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62-0803242
(IRS Employer
Identification Number)
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165 Madison Avenue
Memphis, TN 38103
(Address of Principal Executive
Offices) (Zip Code)
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(901) 523-4444
Registrant’s telephone number, including area
code
(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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Written communication 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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Securities registered pursuant to Section
12(b) of the Act:
Title of Each Class
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Trading
Symbol(s)
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Name of Exchange on which
Registered
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$0.625 Par Value Common Capital Stock
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FHN
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New York Stock Exchange LLC
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Depositary Shares, each representing a 1/4,000th interest in a share of Non-Cumulative Perpetual Preferred Stock, Series A
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FHN PR A
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New York Stock Exchange LLC
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Depositary Shares, each representing a 1/400th interest in a share of Non-Cumulative Perpetual Preferred Stock, Series B
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FHN PR B
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New York Stock Exchange LLC
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Depositary Shares, each representing a 1/400th interest in a share of Non-Cumulative Perpetual Preferred Stock, Series C
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FHN PR C
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New York Stock Exchange LLC
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Depositary Shares, each representing a 1/400th interest in a share of Non-Cumulative Perpetual Preferred Stock, Series D
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FHN PR D
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New York Stock Exchange LLC
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Depositary Shares, each representing a 1/4,000th interest in a share of Non-Cumulative Perpetual Preferred Stock, Series E
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FHN PR E
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New York Stock Exchange LLC
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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. ☐
Item 3.03. Material Modification to
Rights of Security Holders.
The ability of First Horizon Corporation (the “Company”)
to declare or pay dividends on, or purchase, redeem or otherwise acquire, shares of its common stock is subject to certain restrictions
in the event that the Company does not declare and pay (or set aside) dividends on its Non-Cumulative Perpetual Preferred Stock,
Series F, liquidation preference $100,000 per share (the “Series F Preferred Stock”). The terms of the Series F Preferred
Stock, including such restrictions, are more fully described in the Articles of Amendment (as defined in Item 5.03 below), a copy
of which is filed as Exhibit 3.1 and is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
On April 29, 2021, the Company filed the Articles of
Amendment (the “Articles of Amendment”) to its Restated Charter, as amended, with the Secretary of State of the State
of Tennessee, establishing the preferences, limitations and relative rights of the Series F Preferred Stock. The Articles of Amendment
became effective upon filing, and a copy is filed as Exhibit 3.1 and is incorporated herein by reference.
Item 8.01. Other Events.
On May 3, 2021, the Company completed the sale of 6,000,000
depositary shares (the “Depositary Shares”), each representing a 1/4,000th interest in a share of Series F Preferred
Stock, pursuant to an Underwriting Agreement (the “Underwriting Agreement”), dated April 28, 2021, between the Company,
on the one hand, and Morgan Stanley & Co. LLC, BofA Securities, Inc., J.P. Morgan Securities LLC, Keefe, Bruyette & Woods,
Inc., RBC Capital Markets, LLC and Wells Fargo Securities, LLC, as representatives of the underwriters, on the other hand. The
offering and sale of the Depositary Shares was made pursuant to the Company’s Registration Statement on Form S-3 (File No.
333-229338) filed with the Securities and Exchange Commission.
A copy of the Underwriting Agreement is filed as Exhibit
1.1 and is incorporated by reference herein.
The Deposit Agreement, dated as of May 3, 2021, by and
among the Company, Equiniti Trust Company, as depositary, and the holders from time to time of the depositary receipts described
therein, is filed as Exhibit 4.1 and is incorporated by reference herein. The form of certificate representing the Series F Preferred
Stock is filed as Exhibit 4.2 and is incorporated by reference herein. The form of depositary receipt representing the Depositary
Shares is filed as Exhibit 4.3 and is incorporated by reference herein.
A copy of the opinion and consent of Charles T. Tuggle,
Jr., Executive Vice President and General Counsel of the Company, as to the validity of the Series F Preferred Stock is filed as
Exhibits 5.1, and a copy of the opinion and consent of Sullivan & Cromwell LLP as to the validity of the depositary receipts
representing the Depositary Shares is filed as Exhibit 5.2.
Item 9.01 Financial Statements and
Exhibits
1.1
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Underwriting Agreement, dated April 28, 2021, between the Company, on the one hand, and Morgan Stanley & Co. LLC, BofA Securities, Inc., J.P. Morgan Securities LLC, Keefe, Bruyette & Woods, Inc, RBC Capital Markets, LLC and Wells Fargo Securities, LLC, as representatives of the underwriters, on the other hand, relating to the purchase of the Depositary Shares.
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3.1
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Articles of Amendment of the Restated Charter, as amended, of the Company, related to the Series F Preferred Stock.
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4.1
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Deposit Agreement, dated as of May 3, 2021, by and among the Company, Equiniti Trust Company, as depositary, and the holders from time to time of depositary receipts described therein.
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4.2
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Form of certificate representing the Series F Preferred Stock.
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4.3
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Form of depositary receipt representing the Depositary Shares (included in Exhibit 4.1).
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5.1
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Opinion of Charles T. Tuggle, Jr.
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5.2
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Opinion of Sullivan & Cromwell LLP.
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23.1
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Consent of Charles T. Tuggle, Jr. (included in Exhibit 5.1).
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23.2
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Consent of Sullivan & Cromwell LLP (included in Exhibit 5.2).
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23.3
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Consent of Independent Registered Public Accounting Firm
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104
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Cover Page Interactive
Data File, formatted in Inline XBRL
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SIGNATURES
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 Corporation
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(Registrant)
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By:
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/s/ William C. Losch III
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Name:
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William C. Losch III
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Title:
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Senior Executive Vice President and Chief Financial Officer
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Date: May 3, 2021
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