Public Meeting: Proposal by The Toronto-Dominion Bank, TD Group US Holdings LLC, and TD Bank US Holding Company To Acquire First Horizon Corporation and for First Horizon Bank To Merge With and Into TD Bank, National Association

AGENCY:

Office of the Comptroller of the Currency (OCC) and Board of Governors of the Federal Reserve System (Board).

ACTION:

Notice of public meeting.

SUMMARY:

A virtual public meeting will be held regarding the proposals by The Toronto-Dominion Bank, Toronto, Ontario, Canada, TD Group US Holdings LLC, Wilmington, Delaware, and TD Bank US Holding Company, Cherry Hill, New Jersey, to acquire First Horizon Corporation and thereby indirectly acquire First Horizon Bank, both of Memphis, Tennessee, pursuant to the Bank Holding Company Act; and for First Horizon Bank to merge with and into TD Bank, National Association (TD Bank), Wilmington, Delaware, pursuant to the Bank Merger Act. The purpose of the meeting is to collect information related to factors the Board and OCC consider when making determinations under the Bank Holding Company Act and the Bank Merger Act.

DATES:

The meeting date is August 18, 2022, from 9:00 a.m. to 5:00 p.m. Eastern Daylight Time (EDT). Members of the public seeking to make oral comments during the virtual meeting must register by 12:00 p.m. EDT on July 28, 2022, to be placed on a list of registered commenters and receive specific instructions for participation. Members of the public seeking to watch the virtual meeting (but not provide oral comments) must register any time prior to 11:59 p.m. EDT on August 17, 2022.

FOR FURTHER INFORMATION CONTACT:

OCC: Jason Almonte, Director for Large Bank Licensing, Office of the Comptroller of the Currency, 400 7th Street SW, Washington, DC 20219, via email at jason.almonte@occ.treas.gov, or via telephone at (917) 344-3405. Federal Reserve: James W. Corkery, Assistant Vice President, Federal Reserve Bank of Philadelphia, Ten Independence Mall, Philadelphia, Pennsylvania 19106, via email at: comments.applications@phil.frb.org, or via telephone at 215-574-6416. For users who have hearing or speech impairments, please call 711 from any telephone, anywhere in the United States.

SUPPLEMENTARY INFORMATION:

I. Background and Public Meeting Notice

On March 21, 2022, TD Bank applied to the OCC to merge First Horizon Bank with and into TD Bank pursuant to section 18(c) of the Federal Deposit Insurance Act (12 U.S.C. 1828(c)) (Bank Application). On March 22, 2022, the Board received an application from The Toronto-Dominion Bank, TD Group US Holdings LLC, and TD Bank US Holding Company, to acquire First Horizon Corporation, parent of First Horizon Bank, pursuant to the Bank Holding Company Act (12 U.S.C. 1841 et seq. ) (Holding Company Application). The OCC and Board (agencies) hereby announce that a public meeting on the applications will be held, as described below.

II. Purpose and Procedures

The public meeting will be held virtually. A virtual meeting will help protect the health and safety of all participants in light of the continuing occurrence of COVID-19 cases. The virtual format also will expand public access to the proceedings for both viewers and those who testify, and it will reduce travel and related costs associated with attending in-person proceedings.

The purpose of the public meeting is to collect information relating to the factors that the agencies consider under the applicable statutes in acting on the applications. These factors include the effects of the proposal on the convenience and needs of the communities to be served by the combined organization; the insured depository institutions' performance under the Community Reinvestment Act; the impact of the proposal on competition in the relevant markets; the effects of the proposal on the stability of the U.S. banking or financial system; the financial and managerial resources and future prospects of the companies and banks involved in the proposal; and the effectiveness of the companies and banks in combatting money laundering activities. Witnesses may present oral testimony in support of the proposed transactions, in opposition to the proposed transactions, or without taking a position in support or opposition.

Testimony at the public meeting will be presented virtually to a panel consisting of Presiding Officers and other panel members appointed by the Presiding Officers. The Presiding Officers will have the authority and discretion to ensure that the meeting proceeds in a fair and orderly manner. The rules for taking evidence in an administrative proceeding will not apply to the public meeting. In general, the role of the panel members will be to listen to the oral testimony. The panelists may ask questions of those who testify; however, the questions generally will be limited to seeking clarification of statements made. Panel members may question witnesses, but no cross-examination of witnesses will be permitted. The public meeting will be transcribed, and the transcript will be posted on the respective public websites of the Board and OCC and the Board.

Information for Persons Wishing To Testify

All persons wishing to testify at the public meeting must submit a written request to testify no later than 12:00 p.m. EDT on July 28, 2022, through the OCC's website at: https://occ.gov/topics/charters-and-licensing/public-comment/business-combination-or-merger-applications-comments.html, which will be updated to provide a link to a registration website by June 8, 2022. The OCC will provide the Board with a copy of each request to testify.

The online registration site will collect the following information from persons requesting to testify: (i) The name, city and state, telephone number, organization (if applicable), and email address of the person testifying; (ii) a brief statement of the nature of the expected testimony (including whether the testimony will support, oppose, or neither support nor oppose the proposed transactions); and (iii) the identification of any special needs, such as translation services, or disabilities requiring assistance. Translators or interpreters will be provided to the extent available if a need for such services is noted in the request to testify.

Those wishing to submit a written version of their oral testimony may, but need not, file the written submission with the Presiding Officers via email to both LargeBanks@occ.treas.gov and comments.applications@phil.frb.org before the meeting begins, or within three business days after the date of the meeting, and the subject line of the email should state “PUBLIC MEETING.”

Persons who wish to testify must be able to access the online meeting platform using a computer, tablet, smart phone, or similar mobile device and have a video camera on their computer or mobile device. Persons who have registered to testify will be contacted by agency staff prior to the meeting and provided with specific instructions on participation ( e.g., how to connect to the online meeting), as well as an opportunity to attend a technical session on how to connect to audio and video for the meeting.

Information for Persons Watching or Listening to the Meeting Without Testifying

Persons interested in watching the meeting (but not testifying) must register by submitting their name and email address through the OCC's website at: https://occ.gov/topics/charters-and-licensing/public-comment/business-combination-or-merger-applications-comments.html, which will be updated to provide a link to a registration website by June 8, 2022. Registrants will be provided information on accessing the online meeting platform.

Persons who wish to listen to the meeting (but not watch it or testify) need not register online and may access audio of the meeting using a call-in number that will be available on August 17, 2022, on the registration website at: https://occ.gov/topics/charters-and-licensing/public-comment/business-combination-or-merger-applications-comments.html . Persons attending via telephone will only be able to listen to the meeting audio, and all phone lines will be placed on mute to minimize disruption. Persons listening to the public meeting via telephone will not be able to provide testimony and will not have the ability to view the speakers or any other information that may be shown on screen during the meeting.

Transcript of the Meeting

The agencies anticipate that a transcript of the meeting will be posted on each agency's respective public website. An audio or video recording of the meeting will not be retained by the agencies. No presentation materials will be permitted to be used during the public meeting due to technical considerations associated with a virtual format.

Meeting Procedures

The Presiding Officers will prepare a schedule for persons wishing to testify and establish the order of presentation. To ensure an opportunity for all interested commenters to present their views, the Presiding Officers may limit the time for providing oral comments and may establish other procedures related to the conduct of the public meeting as appropriate. For instance, each person may be permitted up to three minutes to testify. In order to verify the identity of persons scheduled to testify at the virtual public meeting, individuals who register to testify will be required to join a virtual waiting room in advance of the public meeting, where they must present a valid, government-issued photo identification using the video conference feature. Individuals who register to testify will be contacted by email to schedule their identity verification sessions. The Presiding Officers may extend the end time of the meeting beyond 5:00 p.m. EDT, if additional time is needed to accommodate demonstrated public interest.

Reasonable Accommodations

Persons who wish to request reasonable accommodations should submit a request through the OCC's website at: https://occ.gov/topics/charters-and-licensing/public-comment/business-combination-or-merger-applications-comments.html, which will be updated to provide a link to a registration website by June 8, 2022; or, by calling Jason Bouleris, Program Analyst in the OCC's Community Affairs Division, at (202) 649-6382. Requests should be made no later than 12:00 p.m. EDT on July 28, 2022. Requests submitted after this time may not be possible to accommodate. Requests should include a detailed description of the accommodation needed and a way for agency staff to contact the requester if more information is needed regarding the request.

Extension of the Comment Period

The Board is extending the comment period on the Holding Company Application, and the OCC is extending the comment period on the Bank Application, through 5:00 p.m. EDT on August 23, 2022.

Written comments regarding the Holding Company Application may be submitted to the Federal Reserve Bank of Philadelphia, James W. Corkery, Assistant Vice President, Ten Independence Mall, Philadelphia, Pennsylvania 19106, or electronically to comments.applications@phil.frb.org; or the offices of the Board of Governors, Ann E. Misback, Secretary of the Board, 20th Street and Constitution Avenue NW, Washington, DC 20551-0001. In general, all written comments will be made available on the Board's website at https://www.federalreserve.gov/foia/td-group-first-horizon-application-related-materials.htm as submitted, and will not be edited to remove any confidential, contact, or other identifying information.

Written comments on the Bank Application may be submitted to Jason Almonte, Director for Large Bank Licensing at LargeBanks@occ.treas.gov or at 340 Madison Avenue, Fifth Floor, New York, New York 10173. Written comments will be made available on OCC's website at https://www.occ.gov/topics/charters-and-licensing/public-comment/business-combination-or-merger-applications-comments.html . In general, the OCC will publish each comment without change, including any business or personal information, name and address, email addresses, and phone numbers. Comments received, including attachments and other supporting material, are part of the public record and subject to public disclosure. Do not enclose any information in a comment or supporting material that is confidential or inappropriate for public disclosure.

Privacy Note

The OCC will make the public record of the Bank Application, including all comments received, the written copy of a person's oral testimony at the public meeting (if a written copy is provided to the agencies), and the transcript of the public meeting, available on the OCC's public website at: https://occ.gov/topics/charters-and-licensing/public-comment/business-combination-or-merger-applications-comments.html . The Board will make the public record of the Holding Company Application, including all comments received, the written copy of a person's oral testimony at the public meeting (if a written copy is provided to the agencies), and the transcript of the public meeting, available on the Board's public website at: https://www.federalreserve.gov/foia/td-group-first-horizon-application-related-materials.htm . Persons submitting comments and/or testimony are reminded to include only information that they wish to make available to the public.