Securities Registration (section 12(b)) (8-a12b)
10 Mai 2021 - 12:04PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION
OF CERTAIN CLASSES OF SECURITIES PURSUANT TO
SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
First horizon
corporation
(Exact Name of Registrant as Specified in Its Charter)
TN
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62-0803242
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(State of incorporation or organization)
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(IRS Employer Identification No.)
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165 Madison Avenue
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Memphis, Tennessee
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38103
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(Address of Principal Executive Offices)
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(Zip Code)
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of Each
Class
to be so Registered:
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Name of Each Exchange
on Which
Each Class is to be Registered
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Depositary Shares each representing a 1/4,000th interest in a share of Non-Cumulative Perpetual Preferred Stock, Series F
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New
York Stock Exchange LLC
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If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. [ ]
If this form relates to the registration of a class of securities
concurrently with a Regulation A offering, check the following box. [ ]
Securities Act registration statement file
number to which this form relates: 333-229338
Securities to be registered pursuant to Section
12(g) of the Act: None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant’s Securities to be Registered.
The description of the general terms and provisions of the Non-Cumulative
Perpetual Preferred Stock, Series F, liquidation preference $100,000 per share (the “Series F Preferred Stock”), of First
Horizon Corporation (the “Registrant”), as well as the description of the Registrant’s depositary shares (the “Depositary
Shares”), each representing a 1/4,000th interest in a share of the Series F Preferred Stock to be registered hereunder are incorporated
herein by reference to the descriptions included under the captions (i) “Description of Preferred Stock” and “Description
of Depositary Shares”, respectively, in the Registrant’s Prospectus, dated January 23, 2019, included in the Registrant’s
registration statement on Form S-3 (File No. 333-229338) and (ii) “Description of the Series F Preferred Stock” and “Description
of Depositary Shares”, respectively, in the Registrant’s Prospectus Supplement, dated April 28, 2021, to the Registrant’s
Prospectus, dated January 23, 2019. Such sections are incorporated herein by reference.
Item 2. Exhibits.
3.1
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Restated Charter of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on October 27, 2020).
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3.2
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Articles of Amendment to the Restated Charter of the Registrant related to the change of the name of the Registrant (incorporated herein by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, filed on December 1, 2020).
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3.3
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By-Laws of the Registrant, as amended and restated effective November 30, 2020 (incorporated herein by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K, filed on December 1, 2020).
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3.4
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Articles of Amendment to the Restated Charter of the Registrant with respect to the Series F Preferred Stock (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on May 3, 2021).
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4.1
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Deposit Agreement, dated May 3, 2021, by and among the Registrant, Equiniti Trust Company, as depositary, and the holders from time to time of the depositary receipts described therein (incorporated herein by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed on May 3, 2021).
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4.2
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Form of certificate representing the Series F Preferred Stock (incorporated herein by reference to Exhibit 4.2 of the Registrant’s Current Report on Form 8-K, filed on May 3, 2021).
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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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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
Date: May 7, 2021
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First Horizon Corporation
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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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