DESCRIPTION OF PREFERRED STOCK
The following information is a description of certain general terms of First Horizons preferred stock. The specific terms of a series of preferred stock will be contained in the prospectus supplement relating to that series of preferred stock. The following description of the preferred stock and any
description of preferred stock in a prospectus supplement may not be complete and is subject to and qualified in all respects by reference to the articles of amendment to the Charter relating to each series of preferred stock, which we will file with the SEC in connection with the public offering of any
preferred stock.
General
Under our Charter, our board of directors is authorized, without stockholder approval, to adopt resolutions providing for the issuance of up to 5,000,000 shares of preferred stock, no par value, in one or more series. As of the date of this prospectus, a total of 31,685.694 shares of preferred stock were
outstanding, including (i) 8,000 shares of non-cumulative perpetual preferred stock, series B, (ii) 5,750 shares of non-cumulative perpetual preferred stock, series C, (iii) 10,000 shares of non-cumulative perpetual preferred stock, series D, (iv) 1,500 shares of non-cumulative perpetual preferred stock, series E,
(v) 1,500 shares of non-cumulative perpetual preferred stock, series F and (vi) 4,935.694 shares of non-cumulative perpetual preferred stock, series G.
The board of directors is authorized to determine the voting powers (if any), designation, preferences and relative, participating, optional and/or other special rights, and the qualifications, limitations or restrictions thereof, for each series of preferred stock that may be issued, and to fix the number of
shares of each such series.
Prior to the issuance of any series of preferred stock, the board of directors will adopt resolutions creating and designating the series as a series of preferred stock, and the articles of amendment setting forth the preferences, rights, limitations and other terms of such series will be filed with the
Secretary of State of Tennessee.
The preferred stock will have the dividend, redemption, liquidation and voting rights set forth below unless otherwise described in a prospectus supplement relating to a particular series of the preferred stock. The applicable prospectus supplement will describe the following terms of the preferred
stock:
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the title of such preferred stock and the number of shares or fractional interests therein offered; |
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the amount of liquidation preference per share; |
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the initial public offering price at which such preferred stock will be issued; |
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the dividend rate or method of calculation, the payment dates for dividends and the place or places where the dividends will be paid, any restrictions on dividends, priority regarding dividends, whether dividends will be cumulative or noncumulative, and, if cumulative, the dates from which dividends
will begin to accumulate; |
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any redemption or sinking fund provisions; |
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any conversion or exchange rights; |
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any voting rights; |
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any listing of such preferred stock on any securities exchange; |
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whether we have elected to offer depositary shares representing fractional interests in the preferred stock, as described below; and |
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any other rights, preferences, privileges, limitations and restrictions that are not inconsistent with the terms of our Charter.
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When we issue and receive payment for shares of preferred stock, the shares will be fully paid and nonassessable, which means that its holders will have paid their purchase price in full and that
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we may not ask them to surrender additional funds. Holders of preferred stock will not have any preemptive or subscription rights to acquire more of our stock. Unless otherwise specified in the prospectus supplement relating to a particular series of preferred stock, each series of preferred stock will rank
equally in all respects with each other series of preferred stock and prior to our common stock as to dividends and any distribution of our assets. In addition, unless the applicable prospectus supplement indicates otherwise, we may reopen a previous issue of a series of preferred stock by issuing
additional preferred stock of such series.
The rights of holders of the preferred stock offered may be adversely affected by the rights of holders of any shares of preferred stock that may be issued in the future. Our board of directors may cause shares of preferred stock to be issued in public or private transactions for any proper corporate
purpose and may include issuances to obtain additional financing in connection with acquisitions, and issuances to officers, directors and employees pursuant to benefit plans. Our board of directors ability to issue shares of preferred stock may discourage attempts by others to acquire control of us without
negotiation with our board of directors, as it may make it difficult for a person to acquire us without negotiating with our board of directors.
Dividends
Holders of each series of preferred stock will be entitled to receive, when, as and if declared by the board of directors out of funds legally available for payment, cash dividends, payable at such dates and at such rates as described in the applicable prospectus supplement. Such rates may be fixed or
variable or both. Each declared dividend will be payable to holders of record as they appear at the close of business on our stock books on such record dates as are determined by the board of directors. Dividends on any series of preferred stock may be cumulative or noncumulative, as described in the
applicable prospectus supplement.
We may not declare, pay or set apart funds for payment of dividends on a particular series of preferred stock unless full dividends on any other series of preferred stock that ranks equally with or senior to the series of preferred stock have been paid or sufficient funds have been set apart for
payment for either of the following:
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all prior dividends periods of the other series of preferred stock if it pays dividends on a cumulative basis; or |
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the immediately preceding dividend period of the other series of preferred stock if it pays dividends on a noncumulative basis.
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Partial dividends declared on shares of any series of preferred stock and other series of preferred stock ranking on an equal basis as to dividends will be declared pro rata. A pro rata declaration means that the ratio of dividends declared per liquidation value share to accrued dividends per liquidation
value share will be the same for each series of preferred stock.
Our ability to pay dividends on our preferred stock is subject to policies established by the Federal Reserve.
Redemption
If specified in an applicable prospectus supplement, a series of preferred stock may be redeemable at any time, in whole or in part, at our option or the holders, and may be redeemed mandatorily.
Any restriction on the repurchase or redemption by us of our preferred stock, including while there is an arrearage in the payment of dividends, will be described in the applicable prospectus supplement.
Any partial redemptions of our preferred stock will be made in a way that our board of directors decides is equitable.
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Unless we default in the payment of the redemption price, dividends will cease to accrue after the redemption date on shares of our preferred stock called for redemption and all rights of holders of these shares will terminate except for the right to receive payment of the redemption price.
Liquidation Preference
Upon any voluntary or involuntary liquidation, dissolution or winding up of First Horizon, holders of each series of preferred stock will be entitled to receive distributions upon liquidation in the amount described in the applicable prospectus supplement, plus an amount equal to, in the case of
noncumulative preferred stock of a series, any declared and unpaid dividends and, in the case of cumulative preferred stock of a series, any unpaid, accrued, cumulative dividends. These distributions will be made before any distribution is made on any securities ranking junior to the preferred stock with
respect to liquidation, including our common stock. If the liquidation amounts payable relating to the preferred stock of any series and any other securities ranking on a parity regarding liquidation rights are not paid in full, the holders of the preferred stock of that series and the other securities will share
in any distribution of our available assets on a ratable basis in proportion to the full liquidation preferences (which includes declared and unpaid dividends in the case of non-cumulative stock and unpaid, accrued, cumulative dividends, whether or not declared, in the case of cumulative stock) of each
security. Holders of the preferred stock will not be entitled to any other amounts from us after they have received their full liquidation preference.
Voting
The holders of preferred stock of each series will have no voting rights, except:
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as stated in the applicable prospectus supplement and in the articles of amendment establishing the series; or |
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as required by applicable law.
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Under Federal Reserve regulations, if the holders of the preferred stock become currently entitled to vote as a class for the election of any directors, the preferred stock will then be deemed a class of voting securities. In that event, a holder of 25% or more of the preferred stock (or 5% or more
if the holder exercises a controlling influence over First Horizon, a test that has been broadly defined by the Federal Reserve) that is a company (as broadly defined in the BHCA) or a holder of 5% or more of the preferred stock that is otherwise a bank holding company (or a foreign bank subject to
the IBA) would then be required to obtain the approval of the Federal Reserve to continue to hold that position (and may not be able to vote the stock before receiving approval). In addition, any such company that is not already a bank holding company (or a foreign bank subject to the IBA) may
then be regulated as a bank holding company with respect to First Horizon in accordance with the BHCA.
Conversion or Exchange Rights
The terms, if any, on which preferred stock of any series may be converted into or exchangeable for another class or series of our securities will be set forth in the applicable prospectus supplement.
DESCRIPTION OF DEPOSITARY SHARES
The following briefly summarizes the provisions of the depositary shares and depositary receipts that we may issue from time to time. The prospectus supplement will also state whether any of the generalized provisions summarized below do not apply to the depositary shares or depositary receipts
being offered. The following description and any description in a prospectus supplement may not be complete and each is subject to, and qualified in its entirety by reference to the terms and provisions of the form of deposit agreement, which we will file with the SEC in connection with any issuance of
depositary shares and depositary receipts.
General
We may choose to offer fractional shares or some multiple of shares of our preferred stock, rather than whole individual shares. If we decide to do so, we will issue the preferred stock in the form of depositary shares. Each depositary share would represent a fraction or multiple of a share of the
preferred stock and would be evidenced by a depositary receipt. We will issue depositary shares under a deposit agreement between a depositary, which we will appoint in our discretion, and us.
Deposit Agreement
We will deposit the shares of preferred stock to be represented by depositary shares under a deposit agreement. The parties to the deposit agreement will be:
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First Horizon Corporation; |
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a bank or other financial institution selected by us and named in the applicable prospectus supplement, as preferred stock depositary; and |
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the holders from time to time of depositary receipts issued under that depositary agreement.
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Each holder of a depositary share will be entitled to all the rights and preferences of the underlying preferred stock, including, where applicable, dividend, voting, redemption, conversion and liquidation rights, in proportion to the applicable fraction or multiple of a share of preferred stock
represented by the depositary share. The depositary shares will be evidenced by depositary receipts issued under the deposit agreement. The depositary receipts will be distributed to those persons purchasing the fractional or multiple shares of preferred stock. A depositary receipt may evidence any
number of whole depositary shares.
We will file the deposit agreement, including the form of depositary receipt, with the SEC, either as an exhibit to an amendment to the registration statement of which this prospectus forms a part or as an exhibit to a current report on Form 8-K. See Where You Can Find More Information above
for information on how to obtain a copy of the form of deposit agreement.
Dividends and Other Distributions
The preferred stock depositary will distribute any cash dividends or other cash distributions received in respect of the deposited preferred stock to the record holders of depositary shares relating to the underlying preferred stock in proportion to the number of depositary shares owned by the holders.
The preferred stock depositary will distribute any property received by it other than cash to the record holders of depositary shares entitled to those distributions, unless it determines that the distribution cannot be made proportionally among those holders or that it is not feasible to make a distribution.
In that event, the preferred stock depositary may, with our approval, sell the property and distribute the net proceeds from the sale to the holders of the depositary shares in proportion to the number of depositary shares they own.
The amounts distributed to holders of depositary shares will be reduced by any amounts required to be withheld by the preferred stock depositary or by us on account of taxes or other governmental charges.
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Redemption of Preferred Stock
If we redeem preferred stock represented by depositary shares, the preferred stock depositary will redeem the depositary shares from the proceeds it receives from the redemption, in whole or in part, of the preferred stock. The preferred stock depositary will redeem the depositary shares at a price
per share equal to the applicable fraction or multiple of the redemption price per share of preferred stock. Whenever we redeem shares of preferred stock held by the preferred stock depositary, the preferred stock depositary will redeem as of the same date the number of depositary shares representing
the redeemed shares of preferred stock. If fewer than all the depositary shares are to be redeemed, the preferred stock depositary will select the depositary shares to be redeemed by lot or ratably or by any other equitable method it chooses.
After the date fixed for redemption, the depositary shares called for redemption will no longer be deemed to be outstanding, all dividends with respect to such shares will cease to accrue after the redemption date, and all rights of the holders of those shares will cease, except the right to receive the
amount payable and any other property to which the holders were entitled upon the redemption. To receive this amount or other property, the holders must surrender the depositary receipts evidencing their depositary shares to the preferred stock depositary. We will be entitled to receive, from time to
time, from the preferred stock depositary any interest accrued on such funds, and the holders of any depositary shares called for redemption shall have no claim to any such interest. Any funds that we deposit with the preferred stock depositary for any depositary shares that the holders fail to redeem
will, to the extent permitted by law, be returned to us after a period of two years from the date we deposit the funds.
Withdrawal of Preferred Stock
Unless the related depositary shares have previously been called for redemption, any holder of depositary shares may receive the number of whole shares of the related series of preferred stock and any money or other property represented by those depositary receipts after surrendering the depositary
receipts at the principal office of the preferred stock depositary, paying any taxes, charges and fees provided for in the deposit agreement and complying with any other requirement of the deposit agreement. Holders of depositary shares making these withdrawals will be entitled to receive whole shares of
preferred stock, but holders of whole shares of preferred stock will not be entitled to deposit that preferred stock under the deposit agreement or to receive depositary receipts for that preferred stock after withdrawal. If the depositary shares surrendered by the holder in connection with withdrawal
exceed the number of depositary shares that represent the number of whole shares of preferred stock to be withdrawn, the preferred stock depositary will deliver to that holder at the same time a new depositary receipt evidencing the excess number of depositary shares.
Voting Deposited Preferred Stock
When the preferred stock depositary receives notice of any meeting at which the holders of any series of deposited preferred stock are entitled to vote, the preferred stock depositary will mail the information contained in the notice to the record holders of the depositary shares relating to the
applicable series of preferred stock. Each record holder of the depositary shares on the record date, which will be the same date as the record date for the preferred stock, may instruct the preferred stock depositary to vote the amount of the preferred stock represented by the holders depositary shares.
To the extent possible, the preferred stock depositary will vote the amount of the series of preferred stock represented by depositary shares in accordance with the instructions it receives. We will agree to take all reasonable actions that the preferred stock depositary determines are necessary to enable the
preferred stock depositary to vote as instructed. If the preferred stock depositary does not receive specific instructions from the holders of any depositary shares representing a series of preferred stock, it will not vote the shares of that series held by it relating to those depositary shares.
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Conversion of Preferred Stock
If the prospectus supplement relating to the depositary shares says that the deposited preferred stock is convertible into or exercisable or exchangeable for common stock, preferred stock of another series or other securities of First Horizon or debt or equity securities of one or more third parties, the
following will apply. The depositary shares, as such, will not be convertible into or exercisable or exchangeable for any securities of First Horizon or any third party. Rather, any holder of the depositary shares may surrender the related depositary receipts to the preferred stock depositary with written
instructions to instruct us to cause conversion, exercise or exchange of the preferred stock represented by the depositary shares into or for whole shares of common stock, shares of another series of preferred stock or other securities of First Horizon or debt or equity securities of the relevant third party,
as applicable. Upon receipt of those instructions and any amounts payable by the holder in connection with the conversion, exercise or exchange, we will cause the conversion, exercise or exchange using the same procedures as those provided for conversion, exercise or exchange of the deposited preferred
stock. If only some of the depositary shares are to be converted, exercised or exchanged, a new depositary receipt or receipts will be issued for any depositary shares not to be converted, exercised or exchanged.
Amendment and Termination of the Deposit Agreement
We may amend the form of depositary receipt evidencing the depositary shares and any provision of the deposit agreement at any time and from time to time by agreement with the preferred stock depositary. However, any amendment that imposes additional charges or materially and adversely
alters the rights of the holders of depositary shares will not be effective unless the holders of at least a majority (or, in the case of an amendment that would under the articles of amendment establishing the underlying preferred stock require a greater vote if the holder of the depositary shares directly
held the shares of such preferred stock represented thereby, such greater vote required by the articles of amendment) of the affected depositary shares then outstanding approve the amendment. We will make no amendment that impairs the right of any holder of depositary shares, as described above
under Withdrawal of Preferred Stock, to receive shares of the related series of preferred stock and any money or other property represented by those depositary shares, except in order to comply with mandatory provisions of applicable law or the rules and regulations of any governmental body, agency
or commission, or applicable securities exchange. Holders who retain or acquire their depositary receipts after an amendment becomes effective will be deemed to have agreed to the amendment and will be bound by the amended deposit agreement.
The deposit agreement may be terminated by the depositary if:
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all outstanding depositary shares have been redeemed or converted or exchanged for any other securities into which they or the underlying preferred stock are convertible or exchangeable; or |
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a final distribution in respect of the preferred stock has been made to the holders of depositary shares in connection with any liquidation, dissolution or winding up of First Horizon.
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We may terminate the deposit agreement at any time and for any reason upon not less than 60 days prior written notice to the preferred stock depositary, and the preferred stock depositary will give notice of that termination to the record holders of all outstanding depositary receipts not less than 30
days before the termination date. In that event, the preferred stock depositary will deliver or make available for delivery to holders of depositary shares, upon surrender of the depositary receipts evidencing the depositary shares, the number of whole or fractional shares of the related series of preferred
stock as are represented by those depositary shares.
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Charges of Preferred Stock Depositary; Taxes and Other Governmental Charges
We will pay the fees, charges and expenses of the preferred stock depositary provided in the deposit agreement to be payable by us. Holders of depositary receipts will pay any taxes and governmental charges and any charges provided in the deposit agreement to be payable by them, including a fee
for the withdrawal of shares of preferred stock upon surrender of depositary receipts. If the preferred stock depositary incurs fees, charges or expenses for which it is not otherwise liable at the election of a holder of a depositary receipt or other person, that holder or other person will be liable for those
fees, charges and expenses.
Resignation and Removal of Depositary
The preferred stock depositary may resign at any time by giving us notice, and we may remove or replace the preferred stock depositary at any time.
Reports to Holders
We will deliver all required reports and communications to holders of the preferred stock to the preferred stock depositary. It will forward those reports and communications to the holders of depositary shares.
Limitation on Liability of the Preferred Stock Depositary
The preferred stock depositary will not be liable if it is prevented or delayed by law or any circumstances beyond its control in performing its obligations under the deposit agreement. The obligations of the preferred stock depositary under the deposit agreement will be limited to performance in
good faith of its duties under the agreement, and it will not be obligated to prosecute or defend any legal proceeding in respect of any depositary shares, depositary receipts or shares of deposited preferred stock unless satisfactory and reasonable protection from expenses and liability is furnished. This
protection is called an indemnity. The preferred stock depositary may rely upon written advice of counsel or accountants, upon information provided by holders of depositary receipts or other persons believed to be competent and upon documents believed to be genuine.
PLAN OF DISTRIBUTION
We may sell securities to or through underwriters, including one of our affiliates, to be designated at various times, and also may sell securities directly to other purchasers or through agents. We conduct our investment banking, institutional and capital markets businesses through our various bank,
broker-dealer and non-bank subsidiaries, including FHN Financial Securities Corp. The distribution of securities may be effected at various times in one or more transactions at a fixed price or prices, which may be changed, or at market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.
The prospectus supplement for the securities we sell will describe that offering, including:
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the name or names of any underwriters, managing underwriters, dealers or agents; the purchase price and the proceeds to us from that sale; |
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any underwriting discounts, commissions or agents fees and other items constituting underwriters or agents compensation; |
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any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers; and |
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any securities exchanges on which the securities may be listed.
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VALIDITY OF SECURITIES
Unless otherwise indicated in the applicable prospectus supplement, the validity of the securities will be passed upon for us by our counsel, Sullivan & Cromwell LLP, and/or by Charles T. Tuggle, Jr., Executive Vice President and General Counsel of First Horizon Corporation. Sullivan & Cromwell LLP will rely upon the opinion of Mr. Tuggle as to matters of Tennessee law, and Mr. Tuggle will rely upon the opinion of Sullivan & Cromwell LLP as to matters of New York law. As of April 27, 2022,
Mr. Tuggle beneficially owned less than 1% of the outstanding shares of our common stock, including shares that can be acquired upon the exercise of options, shares that will be issued upon the vesting of stock unit awards, and shares held in our 401(k) Plan. Sullivan & Cromwell LLP regularly performs
legal services for First Horizon Corporation.
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EXPERTS
The consolidated financial statements of First Horizon Corporation and its subsidiaries as of December 31, 2021 and 2020, for each of the years in the three-year period ended December 31, 2021, and managements assessment of the effectiveness of internal control over financial reporting as of
December 31, 2021, have been incorporated by reference herein in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.
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PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the various expenses to be incurred in connection with the sale and distribution of the securities being registered hereby, all of which will be borne by First Horizon Corporation. All amounts shown are estimates.
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Filing FeeSecurities and Exchange Commission |
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(1) |
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Accounting fees and expenses |
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400,000 |
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Legal fees and expenses |
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500,000 |
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Depositaries fees and expenses |
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6,000 |
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Trustee fees and expenses |
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16,000 |
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Printing and engraving expenses |
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58,000 |
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Rating agency fees |
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1,030,000 |
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Miscellaneous expenses |
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25,000 |
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Total expenses |
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$ |
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2,035,000 |
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(1) |
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The Registrant is registering an indeterminate amount of securities under this Registration Statement and in accordance with Rules 456(b) and 457(r), the Registrant is deferring payment of any additional registration fee until the time the securities are sold under this Registration Statement pursuant to
a prospectus supplement.
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Item 15. Indemnification of Directors and Officers.
Tennessee Code Annotated Sections 48-18-501 through 48-18-509 authorize a corporation to provide for the indemnification of officers, directors, employees and agents in terms sufficiently broad to permit indemnification under certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933, as amended (the Securities Act). We have adopted the provisions of the Tennessee statute pursuant to Article Six of our Bylaws. In addition, we have a directors and officers liability insurance policy which provides coverage sufficiently broad to
permit indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act.
Tennessee Code Annotated, Section 48-12-102, permits the inclusion in the charter of a Tennessee corporation of a provision, with certain exceptions, eliminating the personal monetary liability of directors to the corporation or its shareholders for breach of the duty of care. We have adopted the
provisions of the statute as Article 14 of our Charter.
Our shareholders have approved a provision in Article Six of the Bylaws pursuant to which we are required to indemnify each director and any officers designated by the Board of Directors, and advance expenses, to the maximum extent not prohibited by law. In accordance with the foregoing, the
Board of Directors is authorized to enter into individual indemnity agreements with the directors and such officers. Such indemnity agreements have been approved for all of the directors and certain officers.
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Item 16. Exhibits.
LIST OF EXHIBITS
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Exhibit No. |
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Description of Exhibit |
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1.1* |
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Form of Underwriting Agreements relating to senior debt securities, junior subordinated debt securities, common stock, preferred stock, depositary shares, purchase contracts, warrants and units. |
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3.1 |
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Amended and Restated Charter of First Horizon Corporation, as amended (incorporated by reference to Exhibit 3.1 to First Horizon Corporations Current Report on Form 8-K filed on July 30, 2021). |
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3.2 |
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Articles of Amendment to Amended and Restated Charter of First Horizon Corporation (incorporated by reference to Exhibit 3.1 to First Horizon Corporations Current Report on Form 8-K filed on March 3, 2022). |
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3.3 |
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Bylaws of First Horizon Corporation, as amended and restated effective November 30, 2020 (incorporated by reference to Exhibit 3.1 to First Horizon Corporations Current Report on Form 8-K filed on December 1, 2020). |
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4.1 |
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Indenture, dated as of December 20, 2010, between First Horizon Corporation and The Bank of New York Mellon Trust Company N.A., as Trustee (incorporated by reference to Exhibit 4.1 to First Horizon Corporations Registration Statement on Form S-3 (No. 333-186171)). |
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4.2 |
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Form of Subordinated Debt Indenture (incorporated by reference to Exhibit 4.2 to First Horizon Corporations Registration Statement on Form S-3 (No. 333-229338)). |
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4.3 |
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Form of Junior Subordinated Debt Indenture (incorporated by reference to Exhibit 4.2 to Post-Effective Amendment No. 1 to First Horizon Corporations Registration Statement on Form S-3 (No. 333-150448)). |
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4.4 |
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Specimen of common stock of First Horizon Corporation (incorporated herein by reference to Exhibit 4.1 to First Horizon Corporations Current Report on Form 8-K filed on May 2, 2008). |
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4.5* |
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Form of Articles of Amendment relating to preferred stock. |
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4.6* |
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Form of Deposit Agreement, including the form of deposit receipt. |
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4.7 |
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Form of Senior Debt Securities (included in Exhibit 4.1). |
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4.8 |
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Form of Subordinated Debt Securities (included in Exhibit 4.2). |
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4.9 |
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Form of Junior Subordinated Debt Securities (included in Exhibit 4.3). |
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4.9* |
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Form of Purchase Contract. |
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4.10* |
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Form of Warrant Agreement, including the form of warrant certificate. |
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4.11* |
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Form of Unit Agreement. |
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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 KPMG LLP. |
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Power of Attorney (included on the signature page of this Registration Statement). |
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25.1 |
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Form T-1 Statement of Eligibility of Trustee under the Senior Debt Indenture. |
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25.2 |
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Form T-1 Statement of Eligibility of Trustee under the Subordinated Debt Indenture. |
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25.3 |
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Form T-1 Statement of Eligibility of Trustee under the Junior Subordinated Debt Indenture. |
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107 |
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Calculation of Filing Fee Table. |
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* |
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To be filed by post-effective amendment or under a Current Report on Form 8-K and incorporated by reference herein.
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II-2
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however, that Paragraphs (1)(i), (1)(ii) and (1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act to any purchaser:
(i) Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x), for the purpose of providing the information required by Section 10(a) of
the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule
430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in
any such document immediately prior to such effective date.
(5) That, for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of the securities: the undersigned Registrant undertakes that in a primary offering of securities of an undersigned Registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
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(i) Any preliminary prospectus or prospectus of an undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
(6) That, for purposes of determining any liability under the Securities Act, each filing of the Registrants annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(7) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, First Horizon Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Memphis, State of Tennessee, on the 27th day of April, 2022.
FIRST
HORIZON
CORPORATION
By: |
|
/s/ HOPE
DMUCHOWSKI
Name: Hope Dmuchowski Title: Senior Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Hope Dmuchowski, Jeff L. Fleming, Clyde A. Billings, Jr., and Dane P. Smith, and each of them severally, as true and lawful attorneys-in-fact and agents of the undersigned with
full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities to sign this Registration Statement on Form S-3 of First Horizon Corporation and any and all amendments to this Registration Statement (including post-effective amendments
thereto), and to file the same, with the exhibits thereto, and other documents in connection herewith, including any related registration statement filed pursuant to Rule 462(b) of the Securities Act of 1933, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and thing required or necessary to be done in and about the foregoing as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature |
|
Title |
|
Date |
|
/s/ D. BRYAN
JORDAN
D. Bryan Jordan |
|
Director, President and Chief Executive Officer (Principal Executive Officer) |
|
April 27, 2022 |
|
/s/ HOPE
DMUCHOWSKI
Hope Dmuchowski |
|
Senior Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
|
April 27, 2022 |
|
/s/ JEFF L. FLEMING
Jeff L. Fleming |
|
Executive Vice President and Chief Accounting Officer (Principal Accounting Officer) |
|
April 27, 2022 |
|
/s/ DARYL G. BYRD
Daryl G. Byrd |
|
Executive Chairman and Director |
|
April 27, 2022 |
|
/s/ HARRY V. BARTON
JR.
Harry V. Barton Jr. |
|
Director |
|
April 27, 2022 |
|
/s/ JOHN N. CASBON
John N. Casbon |
|
Director |
|
April 27, 2022 |
|
|
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Signature |
|
Title |
|
Date |
|
/s/ JOHN C. COMPTON
John C. Compton |
|
Director |
|
April 27, 2022 |
|
/s/ WENDY P. DAVIDSON
Wendy P. Davidson |
|
Director |
|
April 27, 2022 |
|
/s/ WILLIAM H. FENSTERMAKER
William H. Fenstermaker |
|
Director |
|
April 27, 2022 |
|
/s/ J. MICHAEL
KEMP, SR.
J. Michael Kemp, Sr. |
|
Director |
|
April 27, 2022 |
|
/s/ RICK E. MAPLES
Rick E. Maples |
|
Director |
|
April 27, 2022 |
|
/s/ VICKI R. PALMER
Vicki R. Palmer |
|
Director |
|
April 27, 2022 |
|
/s/ COLIN V. REED
Colin V. Reed |
|
Director |
|
April 27, 2022 |
|
/s/ E. STEWART
SHEA III
E. Stewart Shea III |
|
Director |
|
April 27, 2022 |
|
/s/ CECILIA D. STEWART
Cecilia D. Stewart |
|
Director |
|
April 27, 2022 |
|
/s/ RAJESH
SUBRAMANIAM
Rajesh Subramaniam |
|
Director |
|
April 27, 2022 |
|
/s/ ROSA
SUGRAÑES
Rosa Sugrañes |
|
Director |
|
April 27, 2022 |
|
/s/ R. EUGENE
TAYLOR
R. Eugene Taylor |
|
Director |
|
April 27, 2022 |
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