Notice2022-11068
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
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Published
May 24, 2022
Issuing agencies
Treasury DepartmentComptroller of the CurrencyFederal Reserve System
Abstract
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.
Full Text
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<title>Federal Register, Volume 87 Issue 100 (Tuesday, May 24, 2022)</title>
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[Federal Register Volume 87, Number 100 (Tuesday, May 24, 2022)]
[Notices]
[Pages 31558-31560]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2022-11068]
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DEPARTMENT OF THE TREASURY
Office of the Comptroller of the Currency
FEDERAL RESERVE SYSTEM
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.
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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
<a href="/cdn-cgi/l/email-protection#0862697b67662669646567667c6d48676b6b267c7a6d697b266f677e"><span class="__cf_email__" data-cfemail="640e05170b0a4a0508090b0a1001240b07074a10160105174a030b12">[email protected]</span></a>, 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: <a href="/cdn-cgi/l/email-protection#bad9d5d7d7dfd4cec994dbcacad6d3d9dbced3d5d4c9facad2d3d694dcc8d894d5c8dd"><span class="__cf_email__" data-cfemail="81e2eeecece4eff5f2afe0f1f1ede8e2e0f5e8eeeff2c1f1e9e8edafe7f3e3afeef3e6">[email protected]</span></a>,
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.\1\
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\1\ Materials related to the applications are available on the
OCC's website at <a href="https://occ.gov/topics/charters-and-licensing/public-comment/business-combination-or-merger-applications-comments.html">https://occ.gov/topics/charters-and-licensing/public-comment/business-combination-or-merger-applications-comments.html</a> and the Board's website at <a href="https://www.federalreserve.gov/foia/td-group-first-horizon-application-related-materials.htm">https://www.federalreserve.gov/foia/td-group-first-horizon-application-related-materials.htm</a>.
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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: <a href="https://occ.gov/topics/charters-and-licensing/public-comment/business-combination-or-merger-applications-comments.html">https://occ.gov/topics/charters-and-licensing/public-comment/business-combination-or-merger-applications-comments.html</a>, which will be updated to provide a link to
a
[[Page 31559]]
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 <a href="/cdn-cgi/l/email-protection#f3bf92819496b1929d9880b39c9090dd8781969280dd949c85"><span class="__cf_email__" data-cfemail="8fc3eefde8eacdeee1e4fccfe0ececa1fbfdeaeefca1e8e0f9">[email protected]</span></a> and
<a href="/cdn-cgi/l/email-protection#3d5e5250505853494e135c4d4d51545e5c495452534e7d4d555451135b4f5f13524f5a"><span class="__cf_email__" data-cfemail="b3d0dcdeded6ddc7c09dd2c3c3dfdad0d2c7dadcddc0f3c3dbdadf9dd5c1d19ddcc1d4">[email protected]</span></a> 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: <a href="https://occ.gov/topics/charters-and-licensing/public-comment/business-combination-or-merger-applications-comments.html">https://occ.gov/topics/charters-and-licensing/public-comment/business-combination-or-merger-applications-comments.html</a>,
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: <a href="https://occ.gov/topics/charters-and-licensing/public-comment/business-combination-or-merger-applications-comments.html">https://occ.gov/topics/charters-and-licensing/public-comment/business-combination-or-merger-applications-comments.html</a>. 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.\2\
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\2\ The agencies will review written materials submitted through
the comment submission process and, as described below, written
comments relating to the application will be posted to the agencies'
respective public websites.
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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: <a href="https://occ.gov/topics/charters-and-licensing/public-comment/business-combination-or-merger-applications-comments.html">https://occ.gov/topics/charters-and-licensing/public-comment/business-combination-or-merger-applications-comments.html</a>, 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
<a href="/cdn-cgi/l/email-protection#41222e2c2c242f35326f2031312d28222035282e2f32013129282d6f2733236f2e3326"><span class="__cf_email__" data-cfemail="f3909c9e9e969d8780dd9283839f9a9092879a9c9d80b3839b9a9fdd958191dd9c8194">[email protected]</span></a>; 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
<a href="https://www.federalreserve.gov/foia/td-group-first-horizon-application-related-materials.htm">https://www.federalreserve.gov/foia/td-group-first-horizon-application-related-materials.htm</a> 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 <a href="/cdn-cgi/l/email-protection#f9b5988b9e9cbb9897928ab9969a9ad78d8b9c988ad79e968f"><span class="__cf_email__" data-cfemail="e3af82918486a1828d8890a38c8080cd9791868290cd848c95">[email protected]</span></a>
or at 340 Madison Avenue, Fifth Floor, New York, New York 10173.
Written comments will be made available on OCC's website at <a href="https://www.occ.gov/topics/charters-and-licensing/public-comment/business-combination-or-merger-applications-comments.html">https://www.occ.gov/topics/charters-and-licensing/public-comment/business-combination-or-merger-applications-comments.html</a>. 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
[[Page 31560]]
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: <a href="https://occ.gov/topics/charters-and-licensing/public-comment/business-combination-or-merger-applications-comments.html">https://occ.gov/topics/charters-and-licensing/public-comment/business-combination-or-merger-applications-comments.html</a>. 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: <a href="https://www.federalreserve.gov/foia/td-group-first-horizon-application-related-materials.htm">https://www.federalreserve.gov/foia/td-group-first-horizon-application-related-materials.htm</a>. Persons submitting comments and/or testimony are
reminded to include only information that they wish to make available
to the public.
Michael J. Hsu,
Acting Comptroller of the Currency.
By order of the Board of Governors of the Federal Reserve
System.
Ann Misback,
Secretary of the Board.
[FR Doc. 2022-11068 Filed 5-23-22; 8:45 am]
BILLING CODE P
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