A securities class action has been filed in the USDC – N.J. against First Horizon Corporation (FHN) (“First Horizon”) on behalf of all persons or entities who purchased or otherwise acquired First Horizon securities between February 28, 2022 and May 3, 2023, both dates inclusive (the “Class Period”). If you wish to serve as lead plaintiff, you must move the Court no later than July 21, 2023.

First Horizon is a Memphis, Tennessee-based bank holding company whose shares are publicly traded on the NYSE. First Horizon operates over 427 banking centers in twelve states, mostly within the Southeastern United States. As of December 31, 2021, First Horizon had $89 billion in total assets.

On February 28, 2022, TD Bank announced via a press release that it had entered into an agreement to purchase First Horizon for $13.4 billion in cash, easily TD Bank’s largest potential acquisition to date. The acquisition would make TD Bank the sixth-largest U.S. bank in terms of assets, and significantly expand the Company’s footprint within the Southeastern United States.

The news of the potential acquisition caused First Horizon shares to surge to a Class Period high closing price of $24.64 on February 15, 2023. Thereafter, TD Bank was unable to timely close the transaction because it could not obtain the necessary regulatory approvals. Then, before the markets opened on May 4, 2023, First Horizon and TD Bank announced they had agreed to terminate the transaction. A press release announcing the termination explained that “TD informed First Horizon that TD does not have a timetable for regulatory approvals to be obtained . . . [and] [b]ecause there is uncertainty as to when and if these regulatory approvals can be obtained.”

As a result of these disclosures, the price of First Horizon shares dropped 33%, from a closing price of $15.05 per share on May 3, 2023, to $10.06 per share on May 4, 2023.

The Complaint alleges that Defendants made materially false and/or misleading statements and failed to disclose material adverse facts about TD Bank’s operations, the risks associated with the timing for the closing of the First Horizon acquisition, and TD Bank’s ability to obtain the necessary regulatory approvals to make the statements made, in light of the circumstances under which they were made, not false and misleading. Specifically, Defendants misrepresented and/or failed to disclose to the market that:

• TD Bank had deficient controls over AML and suspicious transaction reporting;
• that the lack of controls posed a significant risk to the closing of the First Horizon acquisition; and
• that the deficient AML controls actually caused delay in obtaining the regulatory approvals for the First Horizon acquisition. As a result, Defendants’ positive statements about TD Bank’s risk culture and its ability to timely close the First Horizon transaction were materially false and misleading and/or lacked a reasonable basis at all relevant times.

If you purchased First Horizon securities during the Class Period and would like to receive more information or join the action, please enter your contact information below and click “Submit Your Information.”

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Lowey Dannenberg is a national firm representing institutional and individual investors, who suffered financial losses resulting from corporate fraud and malfeasance in violation of federal securities and antitrust laws. The firm has significant experience in prosecuting multi-million-dollar lawsuits and has previously recovered billions of dollars on behalf of investors