Synovus announces expiration and final tender results of its previously announced tender offer

Rhea-AI Summary

Synovus Financial Corp. (NYSE: SNV) has announced the completion of its cash tender offer to purchase up to $150 million in aggregate principal amount of its outstanding 5.900% Fixed-to-Fixed Rate Subordinated Notes due Feb. 7, 2029. A total of $82,382,000 aggregate principal amount of the 2029 notes were validly tendered and not validly withdrawn at the Early Tender Time. An additional $1,015,000 aggregate principal amount of the 2029 notes have been validly tendered and accepted for purchase without proration. The final settlement date for these additional notes is expected to occur on Dec. 5, 2023. Holders of 2029 notes validly tendered at or prior to the Expiration Time, not validly withdrawn and accepted for purchase, are receiving the Total Consideration of $935 for each $1,000 principal amount of such 2029 notes, which includes an Early Tender Payment of $30. The Tender Offer expired at the Expiration Time. Morgan Stanley & Co. LLC served as the Dealer Manager for the Tender Offer.

COLUMBUS, Ga.--(BUSINESS WIRE)-- Synovus Financial Corp. (NYSE: SNV) announced today the expiration and final results of its previously announced cash tender offer (the “Tender Offer”) to purchase up to $150 million in aggregate principal amount of its outstanding 5.900% Fixed-to-Fixed Rate Subordinated Notes due Feb. 7, 2029 (the “2029 notes”).

On Nov. 17, 2023, Synovus purchased $82,382,000 aggregate principal amount of the 2029 notes had been validly tendered and not validly withdrawn as of 5 p.m., New York City time, on Nov. 15, 2023 (the “Early Tender Time”). An additional $1,015,000 aggregate principal amount of the 2029 notes have been validly tendered and not validly withdrawn after the early tender time and prior to 5 p.m., New York City time, on Dec. 1, 2023 (the “Expiration Time”). These additional notes are being accepted by Synovus for purchase without proration. Synovus expects the final settlement date to occur on Dec. 5, 2023 for these additional notes.

Holders of 2029 notes validly tendered at or prior to the Expiration Time, not validly withdrawn and accepted for purchase in accordance with the terms of the Tender Offer are receiving, for each $1,000 principal amount of such 2029 notes, the “Total Consideration” of $935, which includes an “Early Tender Payment” of $30. In addition to the Total Consideration, such holders are also receiving, in respect of such 2029 notes, accrued and unpaid interest from the last interest payment date to, but not including, the final settlement date.

The Tender Offer expired at the Expiration Time.

Morgan Stanley & Co. LLC served as dealer manager (the “Dealer Manager”) for the Tender Offer.

Questions regarding the Tender Offer may be directed to the Dealer Manager at 800-624-1808 (toll-free) or 212-761-1057 (collect). Copies of the Offer to Purchase may be obtained upon request by contacting the tender agent and information agent for the Tender Offer (the “Tender Agent” and “Information Agent”) for the Tender Offer, D.F. King & Co., Inc., 48 Wall Street, 22nd Floor, New York, New York 10005; banks and brokers call collect 212-269-5550, all others call toll-free 800-967-7635, or via email at synovus@dfking.com.

This news release shall not be construed as an offer to purchase or a solicitation of an offer to purchase any of the 2029 notes or any other securities. The Tender Offer is not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. None of Synovus, the Dealer Manager, the Tender and Information Agent or any of their respective affiliates makes any recommendation as to whether holders of the 2029 notes should tender their 2029 notes pursuant to the Tender Offer. Holders must make their own decision as to whether to tender their 2029 notes and, if so, the principal amount of the 2029 notes to tender.

About Synovus

Synovus Financial Corp. is a financial services company based in Columbus, Georgia, with approximately $59 billion in assets. Synovus provides commercial and consumer banking and a full suite of specialized products and services, including private banking, treasury management, wealth management, mortgage services, premium finance, asset-based lending, structured lending, capital markets and international banking. Synovus has branches in Georgia, Alabama, South Carolina, Florida and Tennessee. Synovus is a Great Place to Work-Certified Company and is on the web at synovus.com and on X, formerly known as Twitter, Facebook, LinkedIn and Instagram.

Forward-Looking Statements

This press release and certain of our other filings with the Securities and Exchange Commission contain statements that constitute “forward-looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are forward-looking statements. You can identify these forward-looking statements through Synovus’ use of words such as “believes,” “anticipates,” “expects,” “may,” “will,” “assumes,” “should,” “predicts,” “could,” “would,” “intends,” “targets,” “estimates,” “projects,” “plans,” “potential” and other similar words and expressions of the future or otherwise regarding the outlook for Synovus’ future business and financial performance and/or the performance of the banking industry and economy in general. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve known and unknown risks and uncertainties which may cause the actual results, performance or achievements of Synovus to be materially different from the future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are based on the information known to, and current beliefs and expectations of, Synovus’ management and are subject to significant risks and uncertainties. Actual results may differ materially from those contemplated by such forward-looking statements. A number of factors could cause actual results to differ materially from those contemplated by the forward-looking statements in this press release and certain of our other filings with the Securities and Exchange Commission. Many of these factors are beyond Synovus’ ability to control or predict.

These forward-looking statements are based upon information presently known to Synovus’ management and are inherently subjective, uncertain and subject to change due to any number of risks and uncertainties, including, without limitation, the risks and other factors set forth in the Offer to Purchase, under the caption “Forward-Looking Statements”, and Synovus’ filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2022, under the captions “Cautionary Notice Regarding Forward-Looking Statements” and “Risk Factors” and in Synovus’ quarterly reports on Form 10-Q and current reports on Form 8-K. We believe these forward-looking statements are reasonable; however, undue reliance should not be placed on any forward-looking statements, which are based on current expectations and speak only as of the date that they are made. We do not assume any obligation to update any forward-looking statements as a result of new information, future developments or otherwise, except as otherwise may be required by law.

View source version on businesswire.com: https://www.businesswire.com/news/home/20231204002536/en/

Audria Belton

Media Relations

media@synovus.com

Source: Synovus Financial Corp.

FAQ

What is the purpose of Synovus Financial Corp.'s (NYSE: SNV) cash tender offer?

Synovus Financial Corp. (NYSE: SNV) conducted a cash tender offer to purchase up to $150 million in aggregate principal amount of its outstanding 5.900% Fixed-to-Fixed Rate Subordinated Notes due Feb. 7, 2029.

How much was the total principal amount of the 2029 notes tendered at the Early Tender Time?

A total of $82,382,000 aggregate principal amount of the 2029 notes were validly tendered and not validly withdrawn at the Early Tender Time.

Who served as the Dealer Manager for the Tender Offer?

Morgan Stanley & Co. LLC served as the Dealer Manager for the Tender Offer.

When is the final settlement date for the additional notes tendered after the Early Tender Time?

The final settlement date for the additional notes is expected to occur on Dec. 5, 2023.