FIRST HORIZON CORP

Regulatory Filings • Jun 9, 2020

8-A12B 1 c95941_8a12b.htm

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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 national

corporation

(Exact Name of Registrant as Specified in Its Charter)

TN	62-0803242
(State of incorporation or organization)	(IRS Employer Identification No.)
165 Madison Avenue
Memphis, Tennessee	38103
(Address of Principal Executive Offices)	(Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of
Each Class to be so Registered:	Name of
Each Exchange on Which Each Class is to be Registered
Depositary Shares each representing a 1/4,000th interest in a share of Non-Cumulative Perpetual Preferred Stock, Series E	New York Stock Exchange, Inc.

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

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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 E, liquidation preference $100,000 per share (the “Series E Preferred Stock”), of First Horizon National 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 E 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 E Preferred Stock” and “Description of Depositary Shares”, respectively, in the Registrant’s Prospectus Supplement, dated May 20, 2020, to the Registrant’s Prospectus, dated January 23, 2019. Such sections are incorporated herein by reference.

Item 2. Exhibits.

3.1	Restated Charter of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed July 25, 2018).
3.2	Articles of Amendment of the Restated Charter of the Registrant with respect to the Series E Preferred Stock (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed May 28, 2020).
3.3	By-Laws of the Registrant, dated as of January 28, 2020 (incorporated herein by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, filed on February 3, 2020).
4.1	Deposit Agreement, dated May 28, 2020, 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 28, 2020).
4.2	Form of certificate representing the Series E Preferred Stock (incorporated herein by reference to Exhibit 4.2 of the Registrant’s Current Report on Form 8-K, filed on May 28, 2020).
4.3	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.

/s/ William C. Losch III
Name:	William C. Losch III
Title:	Executive Vice President and Chief Financial Officer

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