- News Releases
- Synovus Announces Earnings for the First Quarter
- Brown Named CEO of Tallahassee State Bank
- Kamensky Named to Operation HOPE Southeastern Board of Directors
- Synovus Announces Earnings for the Fourth Quarter
- Synovus Ranked Among Nation’s Top Financial Institutions For Small Business Loans
- Synovus Announces Earnings for Third Quarter 2014
- Synovus Reports Earnings for the Second Quarter of 2014
|Synovus Announces Exchange Offer
April 26, 2010 – Synovus Financial Corp. (NYSE: SNV) today announced an offer to exchange (the “Exchange Offer”) up to 97 million newly issued shares of Synovus’ common stock for any and all of its outstanding 5.125% Subordinated Notes Due 2017 (the “2017 Notes”).
Under the terms of the Exchange Offer, Synovus will issue a number of shares of common stock having a value equal to $900 for each $1,000 principal amount of 2017 Notes validly tendered and accepted for exchange. The Company also will issue to note holders who validly tender their 2017 Notes at or before 5:00 P.M. (
Tendered Notes may be withdrawn at any time at or prior to 5:00 p.m.,
The Exchange Offer will be effected pursuant to an Offer to Exchange and related letter of transmittal (the “Offer Documents”) under an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 3(a)(9) of the Securities Act. The Exchange Offer is being made exclusively to holders of 2017 Notes. Copies of the Offer Documents may be obtained upon request by contacting the information agent for the Exchange Offer, Global Bondholder Services Corporation, 65 Broadway,
The Company has retained J.P. Morgan Securities Inc. (“J.P. Morgan”) as its exclusive financial advisor in connection with the Exchange Offer. The Company is paying J.P. Morgan customary fees for its services and has agreed to indemnify it for certain liabilities. J.P. Morgan’s compensation is in no way contingent on the results or the success of the Exchange Offer. J.P. Morgan has not been retained to, and will not, solicit acceptances, convey offers or make any recommendations to note holders with respect to the Exchange Offer.
Synovus is a financial services holding company with over $32 billion in assets based in
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 the Securities Act of 1933 and the Securities Exchange Act of 1934 as amended by the Private Securities Litigation Reform Act of 1995. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. A number of important factors could cause actual results to differ materially from those contemplated by the forward- looking statements in this press release and our filings with the Securities and Exchange Commission. Many of these factors are beyond Synovus’ ability to control or predict. Factors that could cause actual results to differ materially from those contemplated in this press release and our filings with the Securities and Exchange Commission include: (1) further deterioration in credit quality, particularly in residential construction and development loans, may continue to result in increased non-performing assets and credit losses, which will adversely impact our earnings and capital; (2) declining values of residential real estate may result in further write-downs of assets, which may increase our credit losses and negatively affect our financial results; (3) continuing weakness in the residential real estate environment may negatively impact our ability to liquidate non-performing assets; (4) the impact on our borrowing costs, capital cost and our liquidity due to adverse changes in our current credit ratings; (5) our ability to manage fluctuations in the value of our assets and liabilities to maintain sufficient capital and liquidity to support our operations; (6) restrictions or limitations on access to funds from subsidiaries, thereby restricting our ability to make payments on our obligations or dividend payments; (7) continuing deterioration in general economic conditions and conditions in the financial markets; (8) the risk that the allowance may prove to be inadequate or may be negatively affected by credit risk exposures; (9) changes in the interest rate environment which may increase funding costs and reduce earning assets yields, thus reducing margins; (10) risks associated with the concentration of our non-performing assets in certain geographic regions and with affiliated borrowing groups; (11) the risk that we may be required to seek additional capital to satisfy applicable regulatory standards and pressures; (12) the risk that, as we pursue alternatives to bolster our capital position, such capital may not be available to us on favorable terms, if at all; (13) the impact of recent and proposed changes in governmental policy, laws and regulations, including proposed and recently enacted changes in the regulation of banks and financial institutions, or the interpretation or application thereof, including restrictions, increased capital requirements, limitations and/or penalties arising from banking, securities and insurance laws regulations and examinations; (14) the impact on Synovus’ financial results, reputation and business if Synovus is unable to comply with all applicable federal and state regulations and applicable memoranda of understanding, other supervisory actions and any necessary capital initiatives; (15) risks associated with litigation; (16) the risk that we will not be able to complete the proposed charter consolidation or, if completed, realize the anticipated benefits of the proposed charter consolidation; (17) the volatility of our stock price; (18) the risk that Synovus could have an “ownership change” under Section 382 of the Internal Revenue Code, which could impair Synovus’ ability to timely and fully utilize net operating losses and built-in losses that may exist when such “ownership change” occurs and (19) the other factors set forth in Synovus’ filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K, 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. We do not assume any obligation to update any forward-looking statements as a result of new information, future developments or otherwise.