On May 4, 2023, TD Bank Group (TSX and NYSE: TD) and First Horizon Corporation (NYSE: FHN) mutually agreed to terminate their $13.4 billion USD (approximately CAD 17.0 billion) all-cash acquisition deal announced on February 28, 2022. The termination followed TD’s disclosure that it lacked a timetable for regulatory approvals for reasons unrelated to First Horizon, creating uncertainty around the transaction’s completion.

As part of the termination terms, TD agreed to pay First Horizon $200 million USD (approximately CAD 255 million) in cash, in addition to a $25 million USD (approximately CAD 31.9 million) fee reimbursement. TD retained its investment in First Horizon's Series G Preferred Stock, maintaining a conversion price of $25 USD per share. No other fees or liabilities between the parties were stipulated.

First Horizon CEO Bryan Jordan expressed disappointment but emphasized the company's strong capital position and continued growth in fast-growing U.S. markets. TD's CEO, Bharat Masrani, acknowledged the outcome but highlighted TD's strong U.S. presence, serving over 10 million customers.

Initially, the acquisition aimed to expand TD’s footprint in the Southeast U.S., but challenges in regulatory approvals led to the decision to end the merger. TD Securities and J.P. Morgan served as financial advisors to TD, with legal counsel from Simpson Thacher & Bartlett LLP and Torys LLP. Morgan Stanley & Co. LLC and Sullivan & Cromwell LLP advised First Horizon.