TD Bank Group and First Horizon Corporation revealed an agreement to cancel their previously announced merger deal, which was first disclosed on February 28 2022.

For reasons unrelated to First Horizon, TD informed the bank that they are unsure when they will acquire regulatory permissions.

Because of this uncertainty, both parties agreed to terminate the merger agreement.

According to the terms of the termination agreement, TD will pay First Horizon a cash payment of $200m. 

The payment is in addition to the $25m fee reimbursement payable to First Horizon under the merger agreement. 

The shares of First Horizon series G preferred stock purchased by TD Bank will continue to have a conversion price of $25 per share. 

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Neither party will pay any additional fees or incur any further liabilities to the other as a result of 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.”