Simpson Thacher is representing TD Bank Group (TSX and NYSE: TD) in connection with its proposed acquisition of First Horizon Corporation (NYSE: FHN) in an all-cash transaction valued at US$13.4 billion, or $25 for each common share of First Horizon. The transaction is subject to customary closing conditions. On a pro forma basis excluding merger adjustments, TD’s U.S. franchise will be a top six U.S. bank, with approximately $614 billion in assets and a network of 1,560 stores, serving over 10.7 million U.S. customers across 22 states.~~TD is the fifth largest bank in North America by assets and serves more than 26 million customers. TD also ranks among the world’s leading online financial services firms, with more than 15 million active online and mobile customers. TD had CDN$1.7 trillion in assets on October 31, 2021.~~First Horizon, with $89.1 billion in assets as of December 31, 2021, is a leading regional financial services company. Headquartered in Memphis, Tennessee, the banking subsidiary First Horizon Bank operates in 12 states across the southern U.S.~~The Simpson Thacher team includes Lee Meyerson, Ravi Purushotham, Louis Argentieri and Julia Tory (M&A); Adam Cohen and Spencer Sloan (Bank Regulatory); Jeannine McSweeney, Joo Hyun Lee, Patricia Adams and Meredith Brenton (Executive Compensation and Employee Benefits); Benjamin Rippeon, William Smolinski and Andrew L. Mandelbaum (Tax); Lori Lesser, Melanie Jolson and Mark Natividad (IP); David Blass, Meredith Abrams and Daniel Levine (Broker-Dealer); and Peter Guryan and Richard Jamgochian (Antitrust).