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TD Bank Group (TD) And First Horizon (FHN) Reach Agreement To End Merger Agreement


TD Bank Group (NYSE: TD) and First Horizon Corporation (NYSE: FHN) announced today that they have reached an agreement to end their previously announced merger agreement, which was first disclosed on February 28, 2022.  Shares of TD Bank Group (TD) are surging 2.41% to $61.20 and FHN shares plummets over 41% to $8.77 in pre trading session on Thursday.

For reasons unrelated to First Horizon, TD advised First Horizon that it did not have a schedule for obtaining regulatory clearances.  Because it is unknown when or if these regulatory approvals will be obtained, the parties mutually agreed to terminate the merger agreement.

Under the terms of the termination agreement, TD will pay First Horizon a cash payment of $200 million.  This payment is in addition to First Horizon’s $25 million fee repayment under the merger agreement.  The shares of First Horizon Series G Preferred Stock bought by TD Bank will retain a conversion price of $25 per share.  No extra fees or responsibilities will be imposed on either party as a result of the merger agreement.

The President, and CEO of First Horizon, Bryan Jordan stated that while today’s announcement is unfortunate and unexpected, First Horizon will continue on its growth path while operating from a position of strength and stability. Their strong capital position, disciplined credit quality, expense control measures, and well-diversified and stable funding mix have enabled their company to navigate challenging banking industry dynamics while remaining focused on executing their client-centric growth strategy. They continue to build and extend deep client relationships across all of their markets, including some of the fastest-growing in the United States, while keeping a solid, asset-sensitive balance sheet that is well-positioned for the present rate environment.

Group President and Chief Executive Officer, TD Bank Group, Bharat Masrani said, this decision provides clarity to their colleagues and shareholders.  Despite their disappointment, they continue to build a strong, growing franchise in the United States, serving more than 10 million customers across their footprint. He’d like to thank First Horizon for their collaboration over the last few months and wish them continued success.  Above all, he want to thank their colleagues at TD Bank, America’s Most Convenient Bank, for their extraordinary efforts and unwavering commitment to the Bank, the millions they serve, and the communities in which they live and work.

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