Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - SYNOVUS FINANCIAL CORP | exhibit991pressrelease.htm |
| EX-1.1 - EXHIBIT 1.1 - SYNOVUS FINANCIAL CORP | exhibit11underwritingagree.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 12, 2018
Synovus Financial Corp.
(Exact name of registrant as specified in its charter)
Georgia | 1-10312 | 58-1134883 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1111 Bay Avenue, Suite 500 Columbus, Georgia | 31901 | |
(Address of principal executive offices) | (Zip Code) | |
(706) 649-2311
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement
On June 12, 2018, Synovus Financial Corp. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”), by and among the Company, Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to issue and sell (the “Offering”) to the Underwriters an aggregate of 8,000,000 shares of Fixed-To-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D, with a liquidation preference of $25.00 per share, of the Company (the “Series D Preferred Stock”), as described in a prospectus supplement, dated June 12, 2018, filed with the U.S. Securities and Exchange Commission (the “Commission”) on June 14, 2018.
The shares of Series D Preferred Stock to be issued and sold by the Company in the Offering were registered pursuant to the Registration Statement on Form S-3ASR (Commission File No. 333-212916), which was filed with the Commission on August 4, 2016 (the “Registration Statement”).
The Underwriting Agreement contains customary representations, warranties and covenants of the Company, conditions to closing, indemnification obligations of the Company and the Underwriters, and termination and other customary provisions.
The Company expects the offering to close on June 21, 2018, subject to customary closing conditions.
The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein and into the Registration Statement.
Item 8.01 Other Events
On June 12, 2018, the Company issued a press release in connection with the commencement of the Offering. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. | Description |
1.1 | |
99.1 | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SYNOVUS FINANCIAL CORP. | |||
Date: June 15, 2018 | By: | /s/ Allan E. Kamensky | |
Name: | Allan E. Kamensky | ||
Title: | Executive Vice President, General Counsel and Secretary | ||