First Horizon approves sale to Toronto Dominion

First Horizon Corp. announced Tuesday it has received shareholder approval for the proposed $13.4 billion sale of the Memphis-based bank to the Toronto-Dominion Bank ("TD").

The deal is expected to close by November and will give $25 for each First Horizon share. TD Bank Group expects to incur $1.3 billion in total merger, acquisition and integration costs in the first two years after the deal closes.

The TD Bank name is likely to begin appearing on First Horizon bank locations next year.

"Approval of the transaction demonstrates the confidence our shareholders have in the financial and strategic benefits of the transaction and the value it provides our associates, clients and communities," First Horizon President and Chief Executive Officer Bryan Jordan said in a statement. "Following the completion of the transaction, the combined organization will have immediate scale benefits and be well positioned to create extraordinary value with a shared customer-centric strategy and broader client capabilities."


Tennessee gas prices stable but likely to rise

Tennessee gas prices began to stabilize over last week, providing drivers with a small respite from additional increases at the pump ahead of Memorial Day weekend, according to a AAA report Tuesday.

Even with a bit of stabilization, drivers still paid the highest gas prices ever recorded for Memorial Day this year. The Tennessee Gas Price average is now $4.28 which is nearly 39 cents more a gallon than one month ago and $1.41 more a gallon than what motorists paid a year ago.

"While drivers might have seen a small break in pump price increases this holiday weekend, we could be looking at the calm before the storm for gas prices," Megan Cooper, spokeswoman for AAA — The Auto Club Group, said in a report Tuesday. "Renewed upward pressure on pump prices likely means additional increases in pump prices for drivers in the next couple of weeks."


Spirit Airlines advised to oppose Frontier offer

A firm that advises investors on proxy voting said Tuesday that Spirit Airlines shareholders should oppose Frontier Airlines' bid to buy Spirit, saying that a competing offer by JetBlue is better.

Institutional Shareholder Services Inc. conceded that Spirit's board might be correct in concluding that the Frontier offer has a better chance of winning approval from antitrust regulators. However, the firm said, both bids carry regulatory risks but only the JetBlue offer includes a $200 million breakup fee in case regulators reject it.

ISS said Spirit shareholders should reject the Frontier offer to signal its board to negotiate further with JetBlue, possibly to get a bigger breakup fee.

Shareholders of Miramar, Florida-based Spirit are scheduled to vote June 10 on whether to approve Frontier's stock-and-cash offer, which was valued at $25.83 per share or $2.8 billion when announced in February. The offer's value has sunk 26% to $19.19 per share since then because of a drop in the value of Frontier shares, ISS said.

JetBlue made an all-cash offer of $33 per share, or $3.6 billion, in April, and when that was rebuffed, it launched a tender offer at $30 per share, or $3.2 billion.


Senator blasts Wells Fargo over hiring, loan problems

The Democrat in charge of the Senate Banking Committee is not happy with Wells Fargo's CEO, Charles Scharf.

In a letter Tuesday, the committee chairman, Sen. Sherrod Brown, D-Ohio, demanded that Scharf "once and for all address Wells Fargo's governance, risk management, and hiring practices — weaknesses that have plagued the bank for almost a decade."

Brown listed recent misbehavior by the bank, including a report by The New York Times that Wells Fargo had conducted sham interviews of Black and female candidates and cited claims that it had avoided refinancing Black homeowners' mortgages while interest rates were low.

A Wells Fargo spokesperson declined to comment.


Forbes may scrap plan to go public with SPAC

Forbes, the wealth-obsessed business publication, has decided to call off a deal to go public through a special-purpose acquisition company, also known as a SPAC, amid cooling investor appetite for the once-popular financial instrument, two people with knowledge of the plans said.

The deal, first announced in August, would have taken the company public at a $630 million valuation through a merger with Magnum Opus Acquisition, a SPAC based in Hong Kong. In February, Forbes said that it agreed to a $200 million investment from Binance, a cryptocurrency exchange, as part of the deal.

SPACs, also known as blank-check firms, are publicly traded shell companies that raise money with the express purpose of taking a private firm public.

Forbes was one of several media companies that had hoped to tap the SPAC market to help fuel growth. But not all went ahead with deals, and some that did have struggled. Shares in BuzzFeed, which went public through a SPAC deal in December, have tumbled more than 50%. Vice's efforts to go public through a SPAC stumbled as investors turned on the market, and the media company instead looked to raise more money from private investors.

— Compiled by Cave Flessner