Rating Action: Moody's assigns shelf ratings to First Horizon Corporation (senior unsecured shelf of (P)Baa3), review for upgrade continues pending acquisition by TDGlobal Credit Research - 11 Aug 2022New York, August 11, 2022 -- Moody's Investors Service (Moody's) has assigned provisional ratings to First Horizon Corporation's shelf registration. The shelf was rated under review for upgrade: (P)Baa3 for senior unsecured, (P)Baa3 for subordinate, (P)Ba1 for cumulative preferred stock and (P)Ba2 for non-cumulative preferred stock.In addition, Moody's said that the review for upgrade of First Horizon Corporation's ratings (long-term senior unsecured Baa3) continues as the pending acquisition by The Toronto-Dominion Bank (TD; long-term senior unsecured Aa2) progresses. The review was initiated on 1 March 2022.A complete list of affected ratings can be found in the 1 March 2022 press release:https://www.moodys.com/research/--PR_463474Assignments:..Issuer: First Horizon Corporation....Senior Unsecured Shelf, Assigned (P)Baa3; Placed Under Review for Upgrade....Subordinate Shelf, Assigned (P)Baa3; Placed Under Review for Upgrade....Pref. Stock Shelf, Assigned (P)Ba1; Placed Under Review for Upgrade....Pref. Stock Non-cumulative Shelf, Assigned (P)Ba2; Placed Under Review for UpgradeRATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGSThe assigned shelf ratings follow Moody's notching practices for US regional banks resulting from its advanced loss-given-failure analysis.The rating review on First Horizon's other ratings commenced following TD's announcement that it will acquire First Horizon Corporation, which reported total assets of $89 billion and deposits of $75 billion as of 31 December 2021, in an all-cash transaction valued at $13.4 billion. The purchase price represents 2.1 times estimated tangible book value at closing. Management expects the transaction to close by 31 January 2023, subject to shareholder and regulatory approvals.Moody's review is unlikely to conclude until after the deal has received regulatory approvals and the transaction closes.For First Horizon Corporation, Moody's review for upgrade will focus on the likely benefit from the increased scale and diversification of the acquisition by TD. If the acquisition does not close as expected, First Horizon Bank's BCA and ratings could be confirmed if it maintains its current financial profile.Absent the acquisition by TD, First Horizon Bank's BCA could be upgraded following a sustained improvement in capitalization and demonstration of a bondholder-friendly approach to capital management, while maintaining good asset quality performance.First Horizon Bank's BCA could be downgraded if capitalization weakens and/or asset quality deteriorates significantly in either its own originated loan book, or recently acquired loan portfolios.The principal methodology used in these ratings was Banks Methodology published in July 2021 and available at https://ratings.moodys.com/api/rmc-documents/71997. Alternatively, please see the Rating Methodologies page on https://ratings.moodys.com for a copy of this methodology.REGULATORY DISCLOSURESFor further specification of Moody's key rating assumptions and sensitivity analysis, see the sections Methodology Assumptions and Sensitivity to Assumptions in the disclosure form. Moody's Rating Symbols and Definitions can be found on https://ratings.moodys.com/rating-definitions.For ratings issued on a program, series, category/class of debt or security this announcement provides certain regulatory disclosures in relation to each rating of a subsequently issued bond or note of the same series, category/class of debt, security or pursuant to a program for which the ratings are derived exclusively from existing ratings in accordance with Moody's rating practices. For ratings issued on a support provider, this announcement provides certain regulatory disclosures in relation to the credit rating action on the support provider and in relation to each particular credit rating action for securities that derive their credit ratings from the support provider's credit rating. For provisional ratings, this announcement provides certain regulatory disclosures in relation to the provisional rating assigned, and in relation to a definitive rating that may be assigned subsequent to the final issuance of the debt, in each case where the transaction structure and terms have not changed prior to the assignment of the definitive rating in a manner that would have affected the rating. For further information please see the issuer/deal page for the respective issuer on https://ratings.moodys.com.For any affected securities or rated entities receiving direct credit support from the primary entity(ies) of this credit rating action, and whose ratings may change as a result of this credit rating action, the associated regulatory disclosures will be those of the guarantor entity. Exceptions to this approach exist for the following disclosures, if applicable to jurisdiction: Ancillary Services, Disclosure to rated entity, Disclosure from rated entity.The ratings have been disclosed to the rated entity or its designated agent(s) and issued with no amendment resulting from that disclosure.These ratings are solicited. Please refer to Moody's Policy for Designating and Assigning Unsolicited Credit Ratings available on its website https://ratings.moodys.com.Regulatory disclosures contained in this press release apply to the credit rating and, if applicable, the related rating outlook or rating review.Moody's general principles for assessing environmental, social and governance (ESG) risks in our credit analysis can be found at https://ratings.moodys.com/documents/PBC_1288235.The Global Scale Credit Rating on this Credit Rating Announcement was issued by one of Moody's affiliates outside the EU and is endorsed by Moody's Deutschland GmbH, An der Welle 5, Frankfurt am Main 60322, Germany, in accordance with Art.4 paragraph 3 of the Regulation (EC) No 1060/2009 on Credit Rating Agencies. Further information on the EU endorsement status and on the Moody's office that issued the credit rating is available on https://ratings.moodys.com.The Global Scale Credit Rating on this Credit Rating Announcement was issued by one of Moody's affiliates outside the UK and is endorsed by Moody's Investors Service Limited, One Canada Square, Canary Wharf, London E14 5FA under the law applicable to credit rating agencies in the UK. Further information on the UK endorsement status and on the Moody's office that issued the credit rating is available on https://ratings.moodys.com.Please see https://ratings.moodys.com for any updates on changes to the lead rating analyst and to the Moody's legal entity that has issued the rating.Please see the issuer/deal page on https://ratings.moodys.com for additional regulatory disclosures for each credit rating. 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