March 08, 2022 | Financials | North America | Ended

First Horizon / TD Bank: Deal Insights

Toronto-Dominion Bank (“TD”) is acquiring US regional bank First Horizon in an all-cash $13.4bn deal that will expand its presence in the US. TD is offering $25.00 per First Horizon share, which represents a 37% takeover premium and values the company at 9.8x ‘23E earnings, including synergies, and 2.1x forward tangible book value. In addition, a ticking fee of $0.65 per share will be paid on an annualised basis (2.6%) if the deal does not close prior to 27-Nov-22. This translates to $0.00178 per share, per calendar day commencing on and including 27-Nov-22 and ending on the day prior to the merger closing. The deal requires First Horizon shareholder approval (50%) as well as regulatory clearances from the Federal Reserve, the Office of the Comptroller of the Currency (OCC), the Federal Deposit Insurance Corporation (FDIC), the Tennessee Department of Financial Institutions (if required), the Canadian Office of Superintendent of Financial Institutions (OSFI), and US HSR. Note there is no acquirer vote. The merger agreement describes an unquantified burdensome condition clause that ...

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