Synovus Financial Corp. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
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Major Banks
Finance
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement
On November 1, 2024, Synovus Financial Corp. (the “Company”) completed the public offer and sale (the “Offering”) of $500 million aggregate principal amount of its 6.168% Fixed Rate / Floating Rate Senior Notes due 2030 (the “Notes”). The Offering was completed pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-266462), dated August 2, 2022 (the “Registration Statement”), as supplemented by a prospectus supplement dated October 29, 2024 (the “Prospectus Supplement”) and a free writing prospectus filed on October 29, 2024.
In connection with the Offering, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”), dated October 29, 2024, by and among the Company and BofA Securities, Inc. and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to sell the Notes to the Underwriters. 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 Notes were issued under the Senior Indenture, dated February 13, 2012 (the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee. The Notes will bear interest (i) from and including November 1, 2024 to but excluding November 1, 2029 at a fixed rate of 6.168% per annum, payable semi-annually; and (ii) from and including November 1, 2029 to but excluding November 1, 2030 in accordance with the formula for Secured Overnight Financing Rate described in the Prospectus Supplement, plus 2.347%, payable quarterly.
The foregoing descriptions of the Underwriting Agreement, the Indenture and the Notes do not purport to be complete and are subject to, and qualified in their entirety by, reference to the full text of (i) the Underwriting Agreement, (ii) the Indenture, and (iii) the form of the Notes, which are attached as Exhibits 1.1, 4.1 and 4.2, respectively, to this Current Report on Form 8-K, and are incorporated by reference herein.
A copy of the opinion of Alston & Bird LLP, counsel to the Company, relating to the legality of the Notes is filed as Exhibit 5.1 hereto.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits
| (d) | Exhibits | ||||
| Exhibit No. | Description | ||||
| *1.1 | |||||
| 4.1 | |||||
| 4.2 | |||||
| 5.1 | |||||
| 23.1 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
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*Certain schedules have been omitted pursuant to Instruction 4 of Item 1.01 of Form 8-K and Item 601(a)(5) of Regulation S-K. The Company will provide, on a supplemental basis, a copy of any omitted schedule to the Securities and Exchange Commission or its staff upon request.
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Synovus has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SYNOVUS FINANCIAL CORP. | |||||
| Date: November 1, 2024 | By: /s/ Allan E. Kamensky | ||||
| Name: Allan E. Kamensky | |||||
| Title: Executive Vice President and General Counsel | |||||