ITEM 8.01. Other Events.
On March 11, 2022, EQ Shareowner Services, the administrator (the "Plan
Administrator") of the Dividend Reinvestment Plan (the "Plan") of First Horizon
Corporation ("First Horizon"), and First Horizon agreed to suspend the Plan in
connection with the previously announced proposed acquisition of First Horizon
by The Toronto-Dominion Bank ("TD") pursuant to and in accordance with the
Agreement and Plan of Merger, dated as of February 27, 2022 (the "Merger
Agreement"), by and among First Horizon, TD, TD Bank US Holding Company and
Falcon Holdings Acquisition Co. The proposed transaction is described in more
detail in First Horizon's Current Report on Form 8-K filed with the Securities
and Exchange Commission on March 3, 2022.
As a result of the suspension of the Plan, participants in the Plan will receive
their first quarter 2022 First Horizon dividend, payable on April 1, 2022, in
cash. During the suspension period, dividend payments of First Horizon will not
be automatically reinvested in additional shares of First Horizon common stock
and participants in the Plan will be unable to purchase shares of First Horizon
common stock through optional cash investments under the Plan.
The Plan will remain suspended until (1) the closing of the proposed acquisition
of First Horizon by TD, at which time the Plan will be terminated, or (2) the
reinstatement of the Plan by First Horizon and the Plan Administrator if the
proposed acquisition is terminated in accordance with the Merger Agreement.
Forward-Looking Statements
This communication contains certain "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of
the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with
respect to First Horizon's beliefs, plans, goals, expectations, and estimates.
Forward-looking statements are not a representation of historical information,
but instead pertain to future operations, strategies, financial results or other
developments. The words "believe," "expect," "anticipate," "intend," "target,"
"plan," "estimate," "should," "likely," "will," "going forward" and other
expressions that indicate future events and trends identify forward-looking
statements.
Forward-looking statements are necessarily based upon estimates and assumptions
that are inherently subject to significant business, operational, economic and
competitive uncertainties and contingencies, many of which are beyond the
control of First Horizon, and many of which, with respect to future business
decisions and actions, are subject to change and which could cause actual
results to differ materially from those contemplated or implied by
forward-looking statements or historical performance. Examples of uncertainties
and contingencies include factors previously disclosed in First Horizon's
reports filed with the Securities and Exchange Commission (the "SEC") as well as
the following factors, among others: the occurrence of any event, change or
other circumstances that could give rise to the right of one or both of the
parties to terminate the definitive merger agreement between First Horizon and
TD; the outcome of any legal proceedings that may be instituted against First
Horizon or TD, including potential litigation that may be instituted against
First Horizon or its directors or officers related to the proposed transaction
or the definitive merger agreement between First Horizon and TD related to the
proposed transaction; the timing and completion of the transaction, including
the possibility that the proposed transaction will not close when expected or at
all because required regulatory, shareholder or other approvals are not received
or other conditions to the closing are not satisfied on a timely basis or at
all, or are obtained subject to conditions that are not anticipated; interloper
risk? the risk that any announcements relating to the proposed combination could
have adverse effects on the market price of the common stock of First Horizon?
certain restrictions during the pendency of the merger that may impact First
Horizon's ability to pursue certain business opportunities or strategic
transactions; the possibility that the transaction may be more expensive to
complete than anticipated, including as a result of unexpected factors or
events? diversion of management's attention from ongoing business operations and
opportunities? reputational risk and potential adverse reactions or changes to
business or employee relationships, including those resulting from the
announcement or completion of the transaction? First Horizon's success in
executing its business plans and strategies and managing the risks involved in
the foregoing; currency and interest rate fluctuations; exchange rates; success
of hedging activities? material adverse changes in economic and industry
conditions, including the availability of short and long-term financing; general
competitive, economic, political and market conditions; changes in asset quality
and credit risk? the inability to sustain revenue and earnings growth?
inflation? customer borrowing, repayment, investment and deposit practices? the
impact, extent and timing of technological changes? capital management
activities? other actions of the Board of Governors of the Federal Reserve
System, the Office of the Comptroller of the Currency, the Federal Deposit
Insurance Corporation, the Tennessee Department of Financial Institutions (if
required) and other regulators, legislative and regulatory actions and reforms;
the pandemic created by the outbreak of COVID-19 and its variants, and resulting
effects on economic conditions, restrictions imposed by public health
authorities or governments, fiscal and monetary policy responses by governments
and financial institutions, and disruptions to global supply chains; and other
factors that may affect future results of First Horizon.
We caution that the foregoing list of important factors that may affect future
results is not exhaustive. Additional factors that could cause results to differ
materially from those contemplated by forward-looking statements can be found in
First Horizon's Annual Report on Form 10-K for the year ended December 31, 2021,
and in its subsequent Quarterly Reports on Form 10-Q filed with the SEC and
available in the "Investor Relations" section of First Horizon's website,
http://www.firsthorizon.com, under the heading "SEC Filings" and in other
documents First Horizon files with the SEC.
Important Other Information
In connection with the proposed transaction, First Horizon intends to file
relevant materials with the SEC, including a proxy statement on Schedule 14A.
This communication does not constitute an offer to sell or a solicitation of an
offer to buy any securities or a solicitation of any vote or approval.
SHAREHOLDERS OF FIRST HORIZON ARE URGED TO READ, WHEN AVAILABLE, ALL RELEVANT
DOCUMENTS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED WITH THE SEC,
INCLUDING FIRST HORIZON'S PROXY STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT FIRST HORIZON AND THE PROPOSED TRANSACTION.
Investors and shareholders of First Horizon will be able to obtain a free copy
of the proxy statement as well as other relevant documents filed with the SEC
without charge at the SEC's website (http://www.sec.gov). Copies of the proxy
statement and the filings with the SEC that will be incorporated by reference in
the proxy statement can also be obtained, without charge, by directing a request
to Clyde A. Billings Jr., First Horizon Corporation, 165 Madison, Memphis, TN
38103, telephone (901) 523-4444.
Participants in the Solicitation
First Horizon and certain of its directors, executive officers and employees may
be deemed to be participants in the solicitation of proxies in respect of the
proposed transaction under the rules of the SEC. Information regarding First
Horizon's directors and executive officers is available in the proxy statement
for its 2021 annual meeting of shareholders, which was filed with the SEC on
March 15, 2021, and certain of its Current Reports on Form 8-K. Other
information regarding the participants in the solicitation of proxies in respect
of the proposed transaction and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in the proxy
statement and other relevant materials to be filed with the SEC. Free copies of
these documents, when available, may be obtained as described in the preceding
paragraph.
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