TD Bank Is Unable to Obtain Timetable for
Regulatory Approvals for Reasons Unrelated to First Horizon
TORONTO and MEMPHIS,
Tenn., May 4, 2023 /PRNewswire/ -- TD Bank Group
(TSX and NYSE: TD) ("TD") and First Horizon Corporation (NYSE: FHN)
("First Horizon" or "the Company") today announced that they have
entered into a mutual agreement to terminate their previously
announced merger agreement, originally announced on February 28, 2022. TD informed First
Horizon that TD does not have a timetable for regulatory approvals
to be obtained for reasons unrelated to First Horizon.
Because there is uncertainty as to when and if these
regulatory approvals can be obtained, the parties mutually agreed
to terminate the merger agreement.
Under the terms of the termination agreement, TD will make a
$200 million cash payment to First
Horizon. This payment is in addition to the $25 million fee reimbursement due to First
Horizon pursuant to the merger agreement. The shares of First
Horizon Series G Preferred Stock that TD Bank purchased will
continue to reflect a conversion price of $25 per share. Neither party will pay any
other fees or have any other liabilities to each other related to
the merger agreement.
"While today's announcement is unfortunate and unexpected, First
Horizon will continue on its growth path operating from a position
of strength and stability," said First Horizon Chairman, President
and Chief Executive Officer Bryan
Jordan. "Our strong capital position, disciplined credit
quality, expense control measures, and well-diversified and stable
funding mix have enabled our business to navigate challenging
banking industry dynamics and remain focused on executing our
client-centric growth plan. We continue to develop and expand deep
client relationships across all of our markets, which include some
of the fastest-growing U.S. markets, while maintaining a strong,
asset-sensitive balance sheet well-positioned for the current rate
environment."
"This decision provides our colleagues and shareholders with
clarity. Though disappointed with the outcome, we move
forward with a strong, growing franchise in the United States, servicing more than 10
million customers across our footprint." said Bharat Masrani, Group
President and Chief Executive Officer, TD Bank Group. "I want
to thank First Horizon for their partnership over the last several
months and wish them enormous success for the future. Above
all, I want to thank our colleagues at TD Bank, America's Most
Convenient Bank, for their tremendous efforts and steadfast
dedication to the Bank, the millions we serve and the communities
in which we live and work."
About First Horizon
First Horizon Corp. (NYSE: FHN), with $80.7 billion in assets as of March 31, 2023, is a leading regional financial
services company, dedicated to helping our clients, communities and
associates unlock their full potential with capital and counsel.
Headquartered in Memphis, TN, the
banking subsidiary First Horizon Bank operates in 12 states across
the southern U.S. The Company and its subsidiaries offer
commercial, private banking, consumer, small business, wealth and
trust management, retail brokerage, capital markets, fixed income,
and mortgage banking services. First Horizon has been recognized as
one of the nation's best employers by Fortune and Forbes magazines
and a Top 10 Most Reputable U.S. Bank. More information is
available at www.FirstHorizon.com.
About TD
The Toronto-Dominion Bank and its subsidiaries are collectively
known as TD Bank Group ("TD"). TD is the fifth largest bank
in North America by assets and serves over 27 million
customers in four key businesses operating in a number of locations
in financial centres around the globe: Canadian Personal and
Commercial Banking, including TD Canada Trust and TD Auto Finance
Canada; U.S. Retail, including TD Bank, America's Most Convenient
Bank®, TD Auto Finance U.S., TD Wealth (U.S.), and an
investment in The Charles Schwab Corporation; Wealth Management and
Insurance, including TD Wealth (Canada), TD Direct Investing, and TD
Insurance; and Wholesale Banking, including TD Securities. TD also
ranks among the world's leading online financial services firms,
with more than 15 million active online and mobile customers. TD
had $1.9 trillion in assets on January 31, 2023. The
Toronto-Dominion Bank trades under the symbol "TD" on
the Toronto and New York Stock Exchanges.
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") and applicable Canadian
securities legislation, with respect to First Horizon Corporation's
("First Horizon") and The Toronto-Dominion Bank's ("TD Bank")
beliefs, plans, goals, expectations, and estimates. Forward-looking
statements in this press release may include, but are not limited
to, statements with respect to the expected result and impact of
the termination of the merger agreement, the strategies or future
actions of TD Bank or First Horizon and their objectives and
commitments. The words "believe," "expect," "anticipate," "intend,"
"target", "plan", "estimate," "should," "likely," "will,"
"continue", "move 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 TD Bank, 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 and TD Bank's
respective reports filed with the U.S. Securities and Exchange
Commission (the "SEC"), and TD Bank's other filings with Canadian
regulators, as well as the following factors, among others:
strategic, credit, market (including equity, commodity, foreign
exchange, interest rate, and credit spreads), operational
(including technology, cyber security, and infrastructure), model,
insurance, liquidity, capital adequacy, legal, regulatory
compliance and conduct, reputational, environmental and social, and
other risks. Examples of such risk factors include general business
and economic conditions in the regions in which TD Bank and First
Horizon operate, respectively; geopolitical risk; inflation, rising
rates and recession; the economic, financial, and other impacts of
pandemics, including the COVID-19 pandemic; the ability of TD Bank
and First Horizon, respectively, to execute on long-term strategies
and shorter-term key strategic priorities, including the successful
completion of acquisitions and dispositions, business retention
plans, and strategic plans; technology and cyber security risk
(including cyber-attacks, data security breaches or technology
failures) on TD Bank's and First Horizon's respective information
technology, internet, network access or other voice or data
communications systems or services; model risk; fraud activity; the
failure of third parties to comply with their obligations to TD
Bank, First Horizon or their respective affiliates, including
relating to the care and control of information, and other risks
arising from TD Bank's and First Horizon's respective use of third
party service providers; the impact of new and changes to, or
application of, current laws and regulations, including without
limitation tax laws, capital guidelines and liquidity regulatory
guidance; regulatory oversight and compliance risk; increased
competition from incumbents and new entrants (including Fintechs
and big technology competitors); shifts in consumer attitudes and
disruptive technology; exposure related to significant litigation
and regulatory matters; ability of TD Bank and First Horizon,
respectively, to attract, develop, and retain key talent; changes
to TD Bank's and First Horizon's respective credit ratings; changes
in foreign exchange rates, interest rates, credit spreads and
equity prices; increased funding costs and market volatility due to
market illiquidity and competition for funding; Interbank Offered
Rate (IBOR) transition risk; critical accounting estimates and
changes to accounting standards, policies, and methods used by TD
Bank and First Horizon, respectively; existing and potential
international debt crises; environmental and social risk (including
climate change); and the occurrence of natural and unnatural
catastrophic events and claims resulting from such events.
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,
www.firsthorizon.com, under the heading "SEC Filings" and in other
documents First Horizon files with the SEC, and in TD Bank's Annual
Report on Form 40-F for the year ended October 31, 2022 filed with the SEC and available
in the "Investor Relations" section of TD Bank's website,
www.td.com, under the heading "Regulatory Filings" and in other
documents TD Bank files with the SEC (available at www.sec.gov) and
applicable securities regulators in Canada (available at www.sedar.com). All such
factors, as well as other uncertainties and potential events, and
the inherent uncertainty of forward-looking statements, should be
considered carefully when making decisions with respect to First
Horizon and TD Bank.
Any forward-looking statements contained in this document
represent the views of First Horizon and TD Bank only as of the
date hereof. Neither First Horizon nor TD Bank undertakes to update
any forward-looking statements, whether written or oral, that may
be made from time to time by or on its behalf, except as required
under applicable securities legislation.
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SOURCE First Horizon Corporation
