ITEM 8.01. Other Events.

On May 26, 2020, First Horizon National Corporation ("First Horizon") completed the issuance and sale of $450,000,000 aggregate principal amount of its 3.550% Senior Notes due 2023 and $350,000,000 aggregate principal amount of 4.000% Senior Notes due 2025 (together, the "Notes"), pursuant to an Underwriting Agreement, dated May 20, 2020 (the "Underwriting Agreement"), between First Horizon, on the one hand, and Morgan Stanley & Co. LLC, Barclays Capital Inc., FHN Financial Securities Corp., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the underwriters, on the other hand. The sale of the Notes was made pursuant to First Horizon's Registration Statement on Form S-3 (File No. 333-229338) filed with the Securities and Exchange Commission (the "Registration Statement").

A copy of the Underwriting Agreement is attached as Exhibit 1.1 and the Officers' Certificate, dated May 26, 2020, setting forth the terms of the Notes and including each form of Note is attached as Exhibit 4.2.

The opinion and consent of Charles T. Tuggle, Jr., Executive Vice President and General Counsel of First Horizon, as to the validity of the Notes is attached as Exhibit 5.1. The opinion and consent of Sullivan & Cromwell LLP as to the validity of the Notes is attached as Exhibit 5.2. The opinion and consent of Sullivan & Cromwell LLP as to tax matters regarding the Notes is attached as Exhibit 8.1.

ITEM 9.01. Financial Statements and Exhibits.






(d) Exhibits

The following exhibits are filled herewith:

Exhibit # Description



   1.1      Underwriting Agreement, dated May 20, 2020, between First Horizon, on
          the one hand, and Morgan Stanley & Co. LLC, Barclays Capital Inc., FHN
          Financial Securities Corp., Goldman Sachs & Co. LLC and J.P. Morgan
          Securities LLC, as representatives of the underwriters, on the other
          hand, relating to the purchase of the Notes.

   4.1      Supplemental Indenture No. 1, dated May 26, 2020, between First
          Horizon and The Bank of New York Mellon Trust Company, N.A., as
          trustee.

   4.2      Officers' Certificate, dated May 26, 2020, setting forth the terms of
          the Notes and including each form of Note.

   5.1      Opinion of Charles T. Tuggle, Jr., Executive Vice President and
          General Counsel of First Horizon, as to the validity of the Notes.

   5.2      Opinion of Sullivan & Cromwell LLP as to the validity of the Notes.

   8.1      Opinion of Sullivan & Cromwell LLP on tax matters regarding the
          Notes.







  23.1     Consent of Charles T. Tuggle, Jr., (included in Exhibit 5.1).

  23.2     Consent of Sullivan & Cromwell LLP (included in Exhibit 5.2     and 8.1).

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In the Underwriting Agreement filed as Exhibit 1.1, each party makes representations and warranties to other parties. Those representations and warranties are made only to and for the benefit of the respective other parties in the context of a business contract. They are subject to contractual materiality standards. Exceptions to such representations and warranties may be partially or fully waived by such parties in their discretion. No such representation or warranty may be relied upon by any other person for any purpose.

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