The shareholders’ meeting is three months after TD Bank Group announced an agreement in February to acquire Memphis-based First Horizon for $13.4 billion.
The meeting is scheduled for 10:30 a.m. Tuesday at 165 Madison Ave., First Horizon’s Downtown headquarters. It’s another key step toward the merger.
The company’s board of directors unanimously recommended First Horizon shareholders approve the merger, according to a proxy statement filed with the U.S. Securities and Exchange Commission on April 22.
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This would not be the final step in a deal that is expected to be completed by this fall. First Horizon did not respond to a request for comment for this story.
Here are four other things to know about First Horizon and TD Bank Group’s potential merger.
What will the deal mean for TD Bank Group’s Southeast presence?
TD and First Horizon leadership teams have hosted 14 road shows in major markets in the past couple months, according to a May 13 proxy statement filed with the SEC. That includes meeting with nearly 600 First Horizon bankers and bank leaders to answer questions and learn more about TD.
The two companies are also forming an integration team with efforts set to ramp up in the coming months.
“The competitive landscape in banking is changing rapidly and so are the evolving needs and preferences of our clients, which have never been more evident,” First Horizon CEO Bryan Jordan said in the proxy statement. “By combining our winning organizations, we can and will compete even more effectively in this challenging environment and in the future to deliver sustainable growth for our stakeholders.”
Once the transaction is completed, TD’s U.S. franchise will become a top six U.S. bank and significantly expand its Southeast presence.
TD will have about $614 billion in assets and a network of 1,560 stores, serving more than 10.7 million customers in 22 states. TD Bank Group will have $1.8 trillion in assets globally, with more than 2,600 branches serving 27.5 million customers worldwide.
How will the merger impact First Horizon and its Memphis operations?
The future merger represents the end of Memphis’ former golden era of banking. First Horizon is the last of three major banking institutions that had headquarters in Memphis. The other two being then-Union Planters and National Bank of Commerce.
As TD’s U.S. franchise expands its Southeast presence, Memphis is expected to be an important part of that plan.
“TD is committed to growing its presence and investments across the states in which First Horizon operates,” the proxy statement reads. “Once the transaction is completed, Memphis will be an important regional hub for TD in the U.S. southeast, supporting clients and operations and contributing directly to the local economy.”
TD Bank Group has no planned closures of First Horizon banking centers in connection with the transaction and First Horizon frontline bankers are also being retained through the merger, according to previous comments from a First Horizon spokesperson.
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What does the merger mean for First Horizon’s executives?
Several First Horizon executives could receive “golden parachutes” if their jobs are eliminated as part of the merger agreement, according to a recent SEC filing.
The golden parachute payments include cash, equity and benefits. The executives listed in the proxy statement are eligible for these payments through their change in control agreements if a merger like TD’s occurs.
Executives listed include Jordan ($41.5 million), senior executive president and Chief Financial Officer Hope Dmuchowski ($4.6 million) and current executive and board chairman Daryl G. Byrd ($25 million).
Others listed in the proxy statement include Anthony J. Restel ($10.2 million), president of regional banking; David T. Popwell ($11 million), president of specialty banking; and Michael J. Brown ($2.9 million), former president of regional banking.
First Horizon shareholders would hold a non-binding advisory vote — separate from the merger vote — on the compensation package before it moves forward.
When is the TD Bank and First Horizon transaction expected to be completed?
The transaction is expected to close by the first quarter of TD’s 2023 fiscal year, which could be this November.
TD expects to incur $1.3 billion in total merger and integration costs in the first two years after the deal closes. The transaction will terminate, unless otherwise extended, if it does not close by Feb. 27, 2023.
“We know that many First Horizon associates have experienced the merger and integration process before,” Jordan said in the May 13 proxy statement. “Our pledge to you is that we will make the transition as smooth as possible.”
Omer Yusuf covers the Ford project in Haywood County, residential real estate, tourism and banking for The Commercial Appeal. He can be reached via email Omer.Yusuf@commercialappeal.com or followed on Twitter @OmerAYusuf.