First Horizon Corporation · NYSE:FHN
First Horizon — Merger or Acquisition (February 2022)
18 slides from First Horizon's merger presentation, Feb 28, 2022
Slide 1: TD to acquire First Horizon: Accelerating Growth
TD Bank Group TD to acquire First Horizon Accelerating Growth February 28, 2022
Slide 2: Caution Regarding Forward-Looking Statements & Non-GAAP Financial Measures
Caution Regarding Forward-Looking Statements & Non-GAAP Financial Measures Forward-Looking Statements This communication contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (th
Slide 3: TD to Acquire First Horizon
TD to Acquire First Horizon Enhanced Growth Driven Combination with First Horizon positions TD's U.S. franchise as the sixth-largest U.S. bank: US$614 by Scale, Distribution and billion in assets, US$469 billion in deposits, 10.7 million customers, 1,560 stores¹ Geographic Reach Scales TD’s lead
Slide 4: First Horizon is a Premier Regional Bank in the Southeastern U.S.
First Horizon is a Premier Regional Bank in the Southeastern U.S. Regional and Highly Attractive Strong Leadership Specialty Banking Focus Southeastern Markets and Risk Culture US$89B 1.1MM 412 12 ~7,900 20+ year Assets Customers Banking Centers States Associates Average Executive Team Experience Lo
Slide 5: TD’s Business Model Drives Leading Growth
TD’s Business Model Drives Leading Growth Scale Density Satisfaction Growth U.S. Franchise¹ (US$, standalone) #1 in 2019 and #3 in 2021 Assets $524B for J.D. Power Consumer Satisfaction Among National Banks³ Deposits $394B 78% +12% of TD deposits in #1 in 2021 for J.D. Power TD deposit growth vs. ma
Slide 6: Over Nearly Two Decades, TD has Delivered Superior Growth in the U.S.
Over Nearly Two Decades, TD has Delivered Superior Growth in the U.S. TD’s Growth in Top Markets After Entry Through Acquisitions Deposit market share by MSA, sorted by current deposits Deposits (US$B) At time of entry through acquisition Current (before acquisition of First Horizon) Prior Current N
Slide 7: First Horizon Operates in Attractive Southeastern U.S. Markets
First Horizon Operates in Attractive Southeastern U.S. Markets First Horizon’s Markets are Projected to Pro Forma U.S. Footprint Grow 50% Faster than the National Average States that overlap with TD Projected population growth (2022–2027E) States First Horizon brings to TD First Horizon (412) TD (1,
Slide 8: First Horizon Accelerates TD’s U.S. Growth Strategy
First Horizon Accelerates TD’s U.S. Growth Strategy Provides Immediate Scale Fills in TD’s Presence in Opens Texas and Georgia in Attractive Markets Florida and the Carolinas for Further Expansion Sorted by in-market deposits (US$B) Sorted by pro forma deposits (US$B) Sorted by population growth¹ (U
Slide 9: TD Will Deploy its Legendary Customer Service, Products and Strategy in First Horizon’s Markets
TD Will Deploy its Legendary Customer Service, Products and Strategy in First Horizon’s Markets TD Bank, America’s Most Convenient BankTM Powerful Platform Competitive Edge Pro forma¹ (US$) Deliver legendary service and convenience: $614B assets differentiated store hours, 24/7 call centers, leadi
Slide 10: Complementary Commercial Platforms Combine to Compete on a National Scale
Complementary Commercial Platforms Combine to Compete on a National Scale Enhances and Expands TD’s TD + First Horizon Commercial Banking Strategy Together Growth opportunity: Deploy TD’s expertise in SBA, middle market, healthcare, higher education, and Outstandings US$85B US$43B US$128B municipa
Slide 11: Attractive Strategic Deployment of TD’s Excess Capital
Attractive Strategic Deployment of TD’s Excess Capital Strong Returns and Capital Transaction Multiples 10% 10%+ 11%+ 2.1x 9.8x fully-synergized fully-synergized estimated Common estimated tangible fully-synergized fiscal 2023E ROIC¹ adjusted EPS Equity Tier 1 ratio book value at close⁴ 2023E earnin
Slide 12: Transaction Summary
Transaction Summary (US$) $25.00 per common share / $13.4B in aggregate¹ Purchase Price and 100% cash Consideration Beginning nine months after signing, purchase price increases at a rate of $0.65 per share per annum up to closing First Horizon CEO Bryan Jordan will be Vice Chair of TD Bank
Slide 13: TD’s Investment in First Horizon’s Growth and Enhancement Begins at Signing
TD’s Investment in First Horizon’s Growth and Enhancement Begins at Signing Growing First Horizon’s Franchise Franchise Growth and and Retaining its People Enhancement – Key Terms First Horizon non-voting convertible Security perpetual preferred stock First Horizon has strong leadership, an experi
Slide 14: Shared Commitment to Colleagues and Communities
Shared Commitment to Colleagues and Communities TD First Horizon Recognized as one of America’s Best Places Accolades from Bloomberg Gender Equality to Work for LGBTA employees by the Human Index, Corporate Equality Index and Human Rights Campaign Rights Campaign Women in Leadership network co
Slide 15: TD to Acquire First Horizon
TD to Acquire First Horizon Enhanced Growth Driven by Scale, Distribution and Geographic Reach First Horizon is a Premier Southeastern U.S. Regional Franchise Expansion into Fast-Growing Adjacent Southeastern U.S. Markets Attractive Financial Returns to TD Culturally Aligned with Consistent Risk Fra
Slide 16: Appendix
Appendix 16
Slide 17: 2023E EPS Accretion—Based on Analyst Consensus
2023E EPS Accretion—Based on Analyst Consensus Adjusted EPS Accretion Based on Consensus Analyst Estimates US$MM Average analyst consensus of TD's estimated 2023 adjusted net income $12,703 Median analyst consensus of First Horizon's estimated 2023 adjusted net income¹ 861 Fully phased-in cost savin
Slide 18: Glossary of Financial Terms
Glossary of Financial Terms Adjusted Results: The forward-looking estimated adjusted results presented in this document are based on analyst consensus estimates of TD Bank's and First Horizon's future adjusted results, and we caution that the methodology applied by analysts to estimate those resul
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