Synovus Announces Offer to Purchase for Cash Any and All of Its 4.875% Subordinated Notes due 2013
February 7, 2012 – Synovus Financial Corp. (NYSE: SNV) today announced a cash tender offer for any and all of its outstanding 4.875% Subordinated Notes due February 15, 2013 (the “2013 notes”) with a total principal amount outstanding of approximately $206.75 million.
The tender offer will commence on February 7, 2012, and expire at 11:59 p.m. (New York City time) on March 6, 2012, unless the tender offer is earlier terminated or extended (as may be extended, the “Expiration Time”). The tender offer is being made exclusively to holders of the 2013 notes pursuant to an offer to purchase dated February 7, 2012 (the “Offer to Purchase”), which sets forth the terms and conditions of the tender offer.
Holders of 2013 notes who validly tender (and do not validly withdraw) their 2013 notes at or before 5:00 p.m. (New York City time) on February 21, 2012 (as may be extended, the “Early Tender Time”) will be eligible to receive consideration equal to $1,000 per $1,000 principal amount of 2013 notes tendered, which includes an early tender payment of $30 per $1,000 principal amount of 2013 notes.
Holders who tender their 2013 notes after the Early Tender Time but at or before the Expiration Time will receive $970 per $1,000 principal amount of 2013 notes tendered. Only holders of 2013 notes who validly tender (and do not validly withdraw) their 2013 notes at or before the Early Tender Time will receive the total consideration of $1,000 per $1,000 principal amount of 2013 notes tendered.
Tendered 2013 notes may be validly withdrawn at or before 5:00 p.m. (New York City time) on February 21, 2012 (as may be extended, the “Withdrawal Deadline”), but not thereafter, except as may be required by law.
In addition to the applicable consideration, all holders of 2013 notes accepted for purchase will receive accrued and unpaid interest on such 2013 notes from the last interest payment date to, but not including, the date such 2013 notes are purchased in the tender offer.
Synovus expects to accept for purchase all notes tendered (and not validly withdrawn on or prior to the Withdrawal Deadline) at or before the Early Tender Time or the Expiration Time promptly following each of the Early Tender Time and the Expiration Time, respectively, subject to the terms and conditions described in the Offer to Purchase.
J.P. Morgan Securities LLC will serve as dealer manager (the “Dealer Manager”) for the tender offer.
The tender offer will be effected pursuant to the Offer to Purchase and related letter of transmittal (“Letter of Transmittal”). Holders of the 2013 notes are urged to read carefully the Offer to Purchase and Letter of Transmittal before making any decision with respect to the tender offer. Questions regarding the tender offer may be directed to the Dealer Manager at (866) 834-4666 (toll-free) or (212) 834-4811. Copies of the Offer to Purchase and Letter of Transmittal may be obtained upon request by contacting the tender agent and information agent (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, Attn: Elton Bagley; banks and brokers call collect (212) 269-5550, all others call toll free (800) 967-4617.
This news release shall not be construed as an offer to purchase or a solicitation of an offer to purchase any of the 2013 notes or any other securities. Synovus, subject to applicable law, may amend, extend or terminate the tender offer and may postpone the acceptance for purchase of, and payment for, the 2013 notes so tendered. 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. In any jurisdiction in which the tender offer is required to be made by a licensed broker or dealer, they shall be deemed to be made on behalf of Synovus by the Dealer Manager. None of Synovus, the Dealer Manager, the Information Agent or the Tender Agent makes any recommendation as to whether holders of the 2013 notes should tender their 2013 notes pursuant to the tender offer.
Synovus Financial Corp. is a diversified financial services company and a registered bank holding company based in Columbus, Georgia. Synovus provides integrated financial services including commercial and retail banking, financial management, insurance and mortgage services to its customers through 30 locally-branded banking divisions of its wholly owned subsidiary bank, Synovus Bank, and other offices in Georgia, Alabama, South Carolina, Florida and Tennessee.
This news release contains statements that constitute “forward-looking statements”. 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 commercial banking industry and economy in general. These forward-looking statements include, among others, our expectations on credit trends, deposits and our loan portfolio; expectations on growth; statements regarding our continued sustainable profitability in future periods; and the assumptions underlying our expectations. 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 news release. 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 Synovus’ filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K/A for the year ended December 31, 2010 under the captions “Cautionary Notice Regarding Forward-Looking Statements” and “Risk Factors” and in Synovus’ quarterly reports on Form 10-Q and 10-Q/A 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.