[Federal Register Volume 87, Number 100 (Tuesday, May 24, 2022)]
[Notices]
[Pages 31558-31560]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2022-11068]


-----------------------------------------------------------------------

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.

-----------------------------------------------------------------------

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 
[email protected], 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: [email protected], 
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\
---------------------------------------------------------------------------

    \1\ Materials related to the applications are available on the 
OCC's website at https://occ.gov/topics/charters-and-licensing/public-comment/business-combination-or-merger-applications-comments.html and the Board's website at https://www.federalreserve.gov/foia/td-group-first-horizon-application-related-materials.htm.
---------------------------------------------------------------------------

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: https://occ.gov/topics/charters-and-licensing/public-comment/business-combination-or-merger-applications-comments.html, 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 [email protected] and 
[email protected] 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: https://occ.gov/topics/charters-and-licensing/public-comment/business-combination-or-merger-applications-comments.html, 
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: https://occ.gov/topics/charters-and-licensing/public-comment/business-combination-or-merger-applications-comments.html. 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\
---------------------------------------------------------------------------

    \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.
---------------------------------------------------------------------------

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: https://occ.gov/topics/charters-and-licensing/public-comment/business-combination-or-merger-applications-comments.html, 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 
[email protected]; 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 
https://www.federalreserve.gov/foia/td-group-first-horizon-application-related-materials.htm 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 [email protected] 
or at 340 Madison Avenue, Fifth Floor, New York, New York 10173. 
Written comments will be made available on OCC's website at https://www.occ.gov/topics/charters-and-licensing/public-comment/business-combination-or-merger-applications-comments.html. 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: https://occ.gov/topics/charters-and-licensing/public-comment/business-combination-or-merger-applications-comments.html. 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: https://www.federalreserve.gov/foia/td-group-first-horizon-application-related-materials.htm. 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