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|Synovus Announces Pricing of $1.0 Billion Aggregate Offerings
of Common Stock and Tangible Equity Units
|April 28, 2010 – Synovus Financial Corp. (NYSE: SNV) today announced the pricing of 255 million shares of common stock and 12 million tangible equity units (or tMEDS), with a stated amount per unit of $25. The common stock priced at $2.75 per share, generating net proceeds of approximately $668.4 million. The tMEDS priced at $25 each, generating net proceeds of approximately $290.1 million (of the $300 million of tMEDS, approximately $238.8 million counted as equity). Proceeds from the offerings will be used for working capital and general corporate purposes.
The underwriters of the common stock offering have a 30-day option to purchase up to an additional 38,250,000 shares of common stock to cover over-allotments. The underwriter of the tMEDS offering has a 13-day option to purchase up to an additional 1,800,000 tMEDS to cover over-allotments.
Each tMEDS is composed of a prepaid stock purchase contract and a junior subordinated amortizing note. Each stock purchase contract has a settlement date of May 15, 2013 and will settle for between 7.5758 and 9.0909 shares of Synovus common stock, subject to adjustment as described in the final prospectus relating to the tMEDS offering. The amortizing notes will pay holders equal quarterly installments of $0.515625 per amortizing note, which in the aggregate will be equivalent to a 8.25% cash payment per year with respect to each $25 stated amount of tMEDS, and the amortizing notes have a scheduled final installment payment date of May 15, 2013. Synovus has the right to defer installment payments on the amortizing notes at any time and from time to time but not beyond May 15, 2015.
J.P. Morgan Securities Inc. served as sole book-running manager of each of the offerings.
Synovus conducted the offerings pursuant to an effective registration statement under the Securities Act of 1933, as amended. Each offering was made solely by means of a separate prospectus supplement and accompanying prospectus. This press release shall not constitute an offer to sell, or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. A copy of the preliminary prospectus supplement and accompanying prospectus relating to each offering can be obtained by contacting J.P. Morgan Securities Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Attention: Prospectus Department, or by calling 866-803-9204. Potential investors should first read the applicable prospectus supplement and accompanying prospectus, the registration statement and the other documents that Synovus has filed with the Securities and Exchange Commission in connection with the applicable offering. Investors may obtain these documents free of charge by visiting the SEC's website at www.sec.gov.
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.