Synovus Financial Corp. (NYSE: SNV) today announced a definitive
agreement to acquire Entaire Global Companies, Inc. (“Entaire”), an
Atlanta-based specialty financial services company.
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Entaire is a private life insurance premium finance lender
providing fully collateralized, non-mortality-based loans to
commercial borrowers through its principal subsidiary, Global One.
Entaire lends primarily to small businesses, with all loans
collateralized by cash value life insurance policies issued by
investment grade insurance companies.
“The addition of Entaire aligns well with our strategy for
building balance sheet strength and further diversifying our loan
portfolio,” said Kessel D. Stelling, chairman and CEO of Synovus.
“We are excited about the solid growth potential Entaire provides,
and about the combining of our similar cultures that are deeply
rooted in service to customers, team members, and communities. We
look forward to welcoming the Entaire team into the Synovus
family.”
“Synovus’ financial strength and its legacy of personal service
make it an ideal partner for Entaire and Global One,” said Jonathan
D. Rosen, chairman and CEO of Entaire. “We are pleased to be
joining the company and look forward to making a significant
contribution to its future. We are also excited that this
partnership will allow us not only to continue offering the same
great products and services, but also to benefit from Synovus’
strong culture and talent.”
The anticipated benefits of the transaction to Synovus
include:
- A locally-based, nationwide specialty
lending team with significant industry experience;
- A business that provides an attractive
risk return profile and adds diversity to the company’s loan
portfolio;
- An opportunity to deploy capital into a
growing market segment without impacting the company’s existing
capital plan, which was announced in October 2015; and
- Projected immediate accretion to EPS,
ROE, and ROA(1), with minimal dilution to tangible book value per
share.
Under the terms of the agreement, Synovus will acquire Entaire
for an up-front payment of $30 million in common stock and cash,
with additional payments to Entaire’s stockholders over the next
three to five years based on Entaire’s earnings. Entaire’s key
management has signed long-term employment agreements with Synovus.
The transaction is expected to close in the beginning of the fourth
quarter of 2016, subject to customary closing conditions, including
approval of Entaire stockholders. A fact sheet on the transaction
is attached to this press release.
Barclays served as financial advisor to Synovus in this
transaction.
(1) Accretion excludes merger-related costs expected to occur in
4Q2016.
Synovus Financial Corp. is a financial services company
based in Columbus, Georgia, with approximately $29 billion in
assets. Synovus provides commercial and retail banking, investment,
and mortgage services to customers through 28 locally-branded
divisions, 253 branches, and 335 ATMs in Georgia, Alabama, South
Carolina, Florida, and Tennessee. Synovus Bank, a wholly owned
subsidiary of Synovus, was recognized as one of America’s Most
Reputable Banks by American Banker and the Reputation Institute in
2015 and 2016. Synovus is on the web at synovus.com, on Twitter
@synovus, and on LinkedIn at
http://linkedin.com/company/synovus.
Entaire Global Companies, Inc., a privately held,
diversified financial services holding company specializing in
asset-based lending, is headquartered in Dunwoody, Georgia.
Entaire, through its subsidiaries, originates, structures, and
services insurance-backed loans to a diverse base of corporate
clients. Entaire’s affiliations with leading domestic and
international financial institutions, and its rapid growth
trajectory, distinguish it as a leading independent provider of
life insurance-based premium financing in the U.S. market. Entaire
is on the web at www.entaire.com.
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. These forward-looking statements include, among
others, our expectations regarding the impact of the foregoing
transaction to earnings per share, return on equity, return on
assets, dilution to tangible book value, internal rates of return
and the projected earnback; our expectations on loan growth, growth
strategy and future profitability, our expectations regarding the
closing of the foregoing transaction, the benefits of the proposed
transaction 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 press 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 risk
that the closing conditions to the proposed transaction may not be
satisfied, the length of time necessary to consummate the proposed
transaction, difficulties and delays in integrating the Entaire
business, the risk that the benefits from the proposed transaction
may not be fully realized or may take longer than expected to be
realized, business disruption following the proposed transaction,
inability to retain key employees following the proposed
transaction, the diversion of management’s attention as a result of
the proposed transaction and the risks and other factors set forth
in Synovus’ filings with the Securities and Exchange Commission,
including its Annual Report on Form 10-K for the year ended
December 31, 2015 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.
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Synovus Financial Corp.Lee Underwood, 706-644-0528External
Communications
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