UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section
14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant x
Filed by a Party other than the Registrant o
Check the appropriate box:
| o | Preliminary Proxy Statement |
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| o | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| x | Soliciting Material under §240.14a-12 |
FIRST HORIZON CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| x | No fee required. |
| o | Fee paid previously with preliminary materials. |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
The following communication was made available on https://ir.fhnc.com/investor-relations/default.aspx.
| 1Q2022 | ||
HIGHLIGHTS • Focused on driving enhanced value for our associates, clients, communities and shareholders as we plan to join forces with TD • Deliver further benefits of diversified business model through revenue synergies and loan growth • Actively manage balance sheet and maintain excellent credit quality
|
EARNINGS |
“Our underlying results this quarter reflect the tremendous opportunities and momentum inherent in our higher-growth markets with C&I loan growth of 4% before the impact of paycheck protection program and mortgage warehouse loans. While higher long-term rates and global uncertainty impacted our countercyclical businesses, our highly asset-sensitive balance sheet is well positioned to benefit from rising short-term rates. I’m particularly proud of the hard work and dedication of our associates who contributed to the successful completion of the IBERIABANK systems and signage integration during the quarter. With that work behind us, we remain focused on driving value for our associates, clients, communities and shareholders as we look forward to completing the proposed transaction with TD Bank Group. With the war in Ukraine, our hearts go out to the families, clients and associates directly impacted by this crisis and hope that peace, safety and freedom can be quickly restored.”
BRYAN JORDAN
PRESIDENT & CEO
FIRST HORIZON CORPORATION
| 1Q22 FINANCIAL HIGHLIGHTS |
|||
| ROCE | 9.92% | ||
| ROTCE2 | 12.98% | ||
| ADJUSTED ROTCE2 | 14.68% | ||
| ROA | 0.90% | ||
| ADJUSTED ROA2 | 1.02% | ||
| DILUTED EPS | $0.34 | ||
| ADJUSTED EPS2 | $0.38 | ||
| BY
THE NUMBERS As of 3/31/2022 |
||
 |
 |
 |
| BANKING CENTERS |
BANKING
CENTER STATES |
ASSOCIATES |
| ~417 | 12 | ~7,900 |
 |
 |
 |
| ASSETS1 | LOANS1 | DEPOSITS1 |
| $88.6B | $54.1B | $74.2B |
| SUCCESSFULLY
COMPLETED IBKC INTEGRATION Systems and signage conversion completed in 1Q22 |
ON
TRACK TO DELIVER ~$200M
SAVINGS Targeted annualized net cost savings by 4Q22 |
ANNOUNCED
ACQUISITION BY TD Proposed all cash acquisition at $25 per common share |
FOUNDED IN 1864
Celebrated 158 years in 2022
RESPONSIBLE
CORPORATE CITIZEN
~$4B
committed to support low and
moderate income communities
and small businesses
~$19M
distributed by the First Horizon
Foundations in 2021 to nonprofit
organizations across our
Company’s footprint
30
HOPE Inside locations
offer free financial education to
communities across our footprint
NATIONALLY
RECOGNIZED BY
1 Average balances for 1Q22
2 These are non-GAAP numbers that are reconciled to reported GAAP numbers in the non-GAAP table on the next page.
USE OF NON-GAAP MEASURES
Certain measures included in this document are “non-GAAP,” meaning they are not presented in accordance with generally accepted accounting principles in the U.S. and also are not codified in U.S. banking regulations currently applicable to FHN. FHN’s management believes such measures, even though not always comparable to non-GAAP measures used by other financial institutions, are relevant to understanding the financial condition, capital position, and financial results of FHN and its business segments. The non-GAAP measures presented in this document are listed, and are reconciled to the most comparable GAAP presentation, below:
FHN NON-GAAP TO GAAP RECONCILIATION
Quarterly/Annually, Unaudited (Dollars in millions, except per share data)
| Adjusted Diluted EPS | 1Q22 | ||
| Net income available to common (“NIAC”) (GAAP) | a | $187 | |
| Plus Tax effected notable items (Non-GAAP) (a) | $24 | ||
| Adjusted Net income available to common (Non-GAAP) | b | $211 | |
| Diluted Shares (GAAP) | c | 550 | |
| Diluted EPS (GAAP) | a/c | $0.34 | |
| Adjusted diluted EPS (Non-GAAP) | b/c | $0.38 | |
| Adjusted Net Income (“NI”) and Adjusted Return on Assets (“ROA”) | 1Q22 | ||
| Net Income (“NI”) (GAAP) | $198 | ||
| Plus Tax effected notable items (Non-GAAP) (a) | $24 | ||
| Adjusted NI (Non-GAAP) | $222 | ||
| NI (annualized) (GAAP) | d | $801 | |
| Adjusted NI (annualized) (Non-GAAP) | e | $900 | |
| Average Assets (GAAP) | f | $88,587 | |
| ROA (GAAP) | d/f | 0.90% | |
| Adjusted ROA (Non-GAAP) | e/f | 1.02% | |
| Adjusted Return on Average Common Equity (“ROCE”)/ | |||
| Return on Average Tangible Common Equity (“ROTCE”) | 1Q22 | ||
| Net income available to common (GAAP) | $187 | ||
| Plus Tax effected notable items (Non-GAAP) (a) | $24 | ||
| Adjusted Net income available to common (Non-GAAP) | $211 | ||
| Net income available to common (annualized) (GAAP) | g | $756 | |
| Adjusted Net income available to common (annualized) (Non-GAAP) | h | $855 | |
| Average Common Equity (GAAP) | i | $7,628 | |
| Intangible Assets (GAAP) (b) | $1,802 | ||
| Average Tangible Common Equity (Non-GAAP) | j | $5,826 | |
| ROCE (GAAP) | g/i | 9.92% | |
| ROTCE (Non-GAAP) | g/j | 12.98% | |
| Adjusted ROTCE (Non-GAAP) | h/j | 14.68% |
| (a) | First quarter 2022 notable items includes $6 million of pretax gain related to a fintech investment, $28 million of pretax merger and acquisition expenses associated with IBKC, $9 million of pretax transaction- related expense associated with TD and $7 million of taxes associated with those items. |
| (b) | Includes goodwill and other intangible assets, net of amortization. |
| Numbers may not foot due to rounding. | |
FORWARD-LOOKING STATEMENTS
This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements pertain to First Horizon’s beliefs, plans, goals, expectations, and estimates. Forward-looking statements are not a representation of historical information, but instead pertain to future operations, strategies, financial results, or other developments. Forward-looking statements can be identified by the words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “should,” “is likely,” “will,” “going forward,” and other expressions that indicate future events and trends. Forward-looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, operational, economic, and competitive uncertainties and contingencies, many of which are beyond First Horizon’s control, and many of which, with respect to future business decisions and actions (including acquisitions and divestitures), are subject to change and could cause First Horizon’s actual future results and outcomes to differ materially from those contemplated or implied by forward-looking statements or historical performance. Examples of uncertainties and contingencies include those mentioned: in this document; in Items 2.02 and 7.01 of First Horizon’s Current Report on Form 8-K announcing First Horizon’s most recent quarterly earnings; in the forepart, and in Items 1, 1A, and 7, of First Horizon’s most recent Annual Report on Form 10-K, as amended; and in the forepart, and in Item 1A of Part II, of First Horizon’s Quarterly Report(s) on Form 10-Q filed this year. First Horizon assumes no obligation to update or revise any forward-looking statements that are made in this document or in any other statement, release, report, or filing from time to time.
IMPORTANT OTHER INFORMATION
In connection with the proposed transaction with TD, First Horizon has filed a preliminary proxy statement and other materials with the SEC, and intends to file additional relevant materials with the SEC, including a definitive proxy statement on Schedule 14A. All preliminary materials are subject to completion. This communication does not constitute an offer to sell or a solicitation of an offer to buy any securities or a solicitation of any vote or approval.
SHAREHOLDERS OF FIRST HORIZON ARE URGED TO READ, WHEN AVAILABLE, ALL RELEVANT DOCUMENTS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED WITH THE SEC, INCLUDING FIRST HORIZON’S PROXY STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FIRST HORIZON AND THE PROPOSED TRANSACTION WITH TD.
Investors and shareholders of First Horizon will be able to obtain a free copy of the definitive proxy statement as well as other relevant documents filed with the SEC without charge at the SEC’s website (http://www.sec.gov). Copies of the definitive proxy statement and the filings with the SEC that will be incorporated by reference in that proxy statement can also be obtained, without charge, by directing a request to Clyde A. Billings Jr., First Horizon Corporation, 165 Madison, Memphis, TN 38103, telephone (901) 523-4444.
PARTICIPANTS IN THE SOLICITATION
First Horizon and certain of its directors, executive officers and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction with TD under the rules of the SEC. Information regarding First Horizon’s directors and executive officers is available in the proxy statement for its 2022 annual meeting of shareholders, which was filed with the SEC on March 14, 2022, and its annual report on Form 10-K for the year 2021 filed on March 1, 2022, as amended on March 4, 2022. Other information regarding the participants in the solicitation of proxies in respect of the proposed transaction and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the definitive proxy statement related to the proposed transaction with TD and other relevant materials to be filed with the SEC. Free copies of these documents, when available, may be obtained as described in the preceding paragraph.