UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | |
| (Address of Principal Executive Offices) | (Zip Code) | ||
(Registrant’s telephone number, including
area code) (
(Former name or former address, if changed since 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 (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Exchange on which Registered |
Depositary Shares, each representing a 1/400th interest in a share of Non-Cumulative Perpetual Preferred Stock, Series B | ||
Depositary Shares, each representing a 1/400th interest in a share of Non-Cumulative Perpetual Preferred Stock, Series C | ||
Depositary Shares, each representing a 1/400th interest in a share of Non-Cumulative Perpetual Preferred Stock, Series D | ||
Depositary Shares, each representing a 1/4,000th interest in a share of Non-Cumulative Perpetual Preferred Stock, Series E | ||
Depositary Shares, each representing a 1/4,000th interest in a share of Non-Cumulative Perpetual Preferred Stock, Series F |
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 8.01. | Other Events |
First Horizon Corporation (the “Company”) has previously issued shares of its common stock, par value $0.625 per share (the “Common Stock”), to TD Falcon Preferred Holding Inc. (“TDFPH”) upon conversion of the Company’s Perpetual Convertible Preferred Stock, Series G (“Series G Preferred Stock”). In connection with the issuance of the Series G Preferred Stock, the Company entered into a securities purchase agreement with The Toronto-Dominion Bank, to which TDFPH joined as a party, that requires the Company to register the shares of Common Stock issued upon conversion of the Series G Preferred Stock. The Company registered these shares of Common Stock pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-264514), and 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 these shares of Common Stock is filed as Exhibit 5.1.
| ITEM 9.01. | Financial Statements and Exhibits |
The following exhibits are filed herewith:
| Exhibit # | Description | |
| 5.1 | Opinion of Charles T. Tuggle, Jr. | |
| 23.1 | Consent of Charles T. Tuggle, Jr. (included in Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL |
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2 | FORM 8-K CURRENT REPORT 6/27/2023 |
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.
| FIRST HORIZON CORPORATION | ||||
| (Registrant) | ||||
| June 27, 2023 | By: | /s/ Hope Dmuchowski | ||
| Hope Dmuchowski | ||||
| Senior Executive Vice President—Chief Financial Officer | ||||
|
3 | FORM 8-K CURRENT REPORT 6/27/2023 |