Synovus Financial Corp. (NYSE: SNV) announced today that it has
commenced a cash tender offer to purchase up to $150 million in
aggregate principal amount (as such amount may be increased or
decreased by Synovus pursuant to the terms of the tender offer, the
“Maximum Tender Amount”) of its outstanding 5.900% Fixed-to-Fixed
Rate Subordinated Notes due Feb. 7, 2029 (the “2029 notes”).
Approximately $286,364,000 in aggregate principal amount of the
2029 notes is outstanding.
The tender offer will commence on Nov. 2, 2023, and expire at 5
p.m. (New York City time) on Dec. 1, 2023, unless the tender offer
is earlier terminated or extended (such time and date, as may be
extended or earlier terminated, the “Expiration Time”). The tender
offer is being made exclusively pursuant to an offer to purchase
dated Nov. 2, 2023 (as it may be amended or supplemented from time
to time, the “Offer to Purchase”), which sets forth the terms and
conditions of the tender offer.
Holders of 2029 notes who validly tender (and do not validly
withdraw) their 2029 notes at or before 5 p.m. (New York City time)
on Nov. 15, 2023 (such date and time, as the same may be extended,
the “Early Tender Time”), will be eligible to receive consideration
equal to $935 per $1,000 principal amount of the 2029 notes
tendered and accepted for purchase (the “total consideration”),
which includes an early tender payment of $30 per $1,000 principal
amount of the 2029 notes (the “early tender payment”). Holders who
tender their 2029 notes after the Early Tender Time but at or
before the Expiration Time will be eligible to receive $905 per
$1,000 principal amount of the 2029 notes tendered and accepted for
purchase (the “tender offer consideration”), namely the total
consideration less the early tender payment. In addition to the
applicable consideration, all holders of 2029 notes accepted for
purchase will receive accrued and unpaid interest on such 2029
notes from the last interest payment date to, but not including,
the date such 2029 notes are purchased in the tender offer (the
“accrued interest”).
Tendered 2029 notes may be validly withdrawn at or before 5 p.m.
(New York City time) on Nov. 15, 2023 (as may be extended, the
“Withdrawal Deadline”), but not thereafter, except as may be
required by law, by following the procedures described in the Offer
to Purchase.
The following table sets forth certain
terms of the tender offer:
Security
CUSIP
Outstanding Principal
Amount
Tender Offer
Consideration(1)
Early Tender
Payment(1)
Total
Consideration(1)(2)
5.900% Fixed-to-Fixed Rate Subordinated
Notes due Feb. 9, 2029
87161CAM7
$286,364,000.00
$905.00
$30.00
$935.00
__________________
1. Per $1,000 principal amount of 2029
notes accepted for purchase. Excludes any accrued interest, which
will be paid in addition to the tender offer consideration.
2. Includes the early tender payment.
Subject to the terms and conditions described in the Offer to
Purchase and the Maximum Tender Amount, Synovus expects to accept
for purchase all notes validly tendered (and not validly withdrawn
at or before 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. Synovus
currently expects that the settlement date for 2029 notes validly
tendered at or before the Early Tender Time and accepted for
purchase will be Nov. 17, 2023.
The 2029 notes may be subject to proration if the aggregate
principal amount of the 2029 notes validly tendered and not validly
withdrawn would cause the Maximum Tender Amount to be exceeded.
Furthermore, if the tender offer is fully subscribed as of the
Early Tender Time, holders who validly tender their 2029 notes
following the Early Tender Time will not have any of their 2029
notes accepted for purchase unless Synovus in its sole discretion
increases the Maximum Tender Amount to a principal amount greater
than the principal amount validly tendered (and not validly
withdrawn) as of the Early Tender Time.
Synovus’s obligation to accept for purchase and to pay for 2029
notes validly tendered and not validly withdrawn in the tender
offer is subject to the satisfaction or waiver of the general
conditions set out in the Offer to Purchase. Synovus reserves the
right, subject to applicable law, to: (i) waive any and all of the
conditions to the tender offer; (ii) extend or terminate the tender
offer; (iii) increase or decrease the Maximum Tender Amount; or
(iv) otherwise amend the tender offer in any respect. Synovus
expressly reserves the right, but is not obligated, to increase or
decrease the Maximum Tender Amount without reinstating withdrawal
rights.
Morgan Stanley & Co. 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. Holders of the 2029 notes are urged to read carefully the
Offer to Purchase before making any decision with respect to 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 (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.
Please also note that the rate at which the 2029 notes bear
interest will reset on Feb. 7, 2024 (the “Reset Date”). The 2029
notes currently bear interest at a rate of 5.900% per annum. On the
Reset Date, the rate at which any outstanding 2029 notes will bear
interest will reset to a rate per annum which will be 3.379% above
the 5-Year Mid-Swap Rate (as defined in the indenture for the 2029
notes). In accordance with the indenture, the 5-Year Mid-Swap Rate
will be determined by reference to a designated screen page. If the
designated screen page is not populated and no successor page is
identified, the rate for such tenor will be determined upon
consultation by Synovus with an investment bank of national
standing, the parameters of which are expected to be in accordance
with the ARRC’s recommended formula and result in a rate
substantially similar to the SOFR Spread-adjusted Swap Rate. As a
result, the rate at which any outstanding 2029 notes will bear
interest following the Reset Date is not currently known and will
depend on the 5-Year Mid-Swap Rate on the second business day prior
to the Reset Date.
From time to time after the Expiration Time or earlier
termination of the tender offer, Synovus and/or its affiliates may
acquire any 2029 notes, to the extent permitted by applicable law,
through open market purchases, privately negotiated transactions,
tender offers, exchange offers or otherwise, upon such terms and at
such prices as Synovus may determine, which terms may be more or
less favorable than the terms of the tender offer and which prices
may be more or less than the price paid pursuant to the tender
offer and could be for cash or other consideration. Furthermore,
Synovus has the right to redeem the 2029 notes, in whole but not in
part, on the Reset Date at a redemption price equal to 100% of the
principal amount of the 2029 notes to be redeemed plus accrued and
unpaid interest to, but excluding, the date of redemption. Based on
current market conditions, Synovus does not currently intend to
redeem the 2029 notes on the Reset Date; however, Synovus reserves
its right to exercise its redemption rights on the Reset Date in
accordance with the terms of the indenture for the 2029 notes.
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 Information
Agent or the Tender 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 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. These forward-looking statements include, among others,
statements relating to the timing and expected settlement and
closing of the purchase of the 2029 notes in a tender offer and our
current intent to not redeem the 2029 notes on the Reset Date.
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.
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version on businesswire.com: https://www.businesswire.com/news/home/20231102402687/en/
Audria Belton Media Relations media@synovus.com
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