UNITED STATES

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

February 9, 2023

Date of Report (Date of earliest event reported)

First Horizon Corporation

(Exact name of registrant as specified in its charter)

         
TN   001-15185   62-0803242

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

     

165 Madison Avenue

Memphis, Tennessee

   38103
(Address of principal executive offices)   (Zip Code)
             

(901) 523-4444

(Registrant’s telephone number, including area code)

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:

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

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

$0.625 Par Value Common Capital Stock FHN New York Stock Exchange LLC
Depositary Shares, each representing a 1/400th interest in a share of Non-Cumulative Perpetual Preferred Stock, Series B FHN PR B New York Stock Exchange LLC
Depositary Shares, each representing a 1/400th interest in a share of Non-Cumulative Perpetual Preferred Stock, Series C FHN PR C New York Stock Exchange LLC
Depositary Shares, each representing a 1/400th interest in a share of Non-Cumulative Perpetual Preferred Stock, Series D FHN PR D New York Stock Exchange LLC
Depositary Shares, each representing a 1/4,000th interest in a share of Non-Cumulative Perpetual Preferred Stock, Series E FHN PR E New York Stock Exchange LLC
Depositary Shares, each representing a 1/4,000th interest in a share of Non-Cumulative Perpetual Preferred Stock, Series F FHN PR F New York Stock Exchange LLC

 

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 8.01Other Events.

 

On February 27, 2022, First Horizon Corporation (“First Horizon”) announced that it had entered into an Agreement and Plan of Merger (the “Merger Agreement”) with The Toronto-Dominion Bank (“TD”), TD Bank US Holding Company, and Falcon Holdings Acquisition Co., providing for the acquisition of First Horizon by TD. The closing of the transaction is subject to customary closing conditions, including approvals from regulatory authorities in the U.S. and Canada.

 

On February 9, 2023, First Horizon and TD announced that they have mutually agreed to extend the outside termination date of the Merger Agreement from February 27, 2023 to May 27, 2023, in accordance with the terms of the Merger Agreement. A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01Financial Statements and Exhibits

 

(d)       Exhibits

 

 

Exhibit No. Description of Exhibit
99.1 Joint Press Release, dated February 9, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

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
   
  By /s/ Clyde A. Billings, Jr.
    Name: Clyde A. Billings, Jr.
    Title: Senior Vice President, Assistant General Counsel and Corporate Secretary

 

Date: February 9, 2023

 

 

 
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