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Section 1: 8-K (8-K)

Document


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): July 2, 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 8.01. Other Events
On July 2, 2018, Synovus Financial Corp. (the “Company”) issued a notice of redemption to redeem all of the outstanding shares of its Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series C, no par value per share (the “Series C Preferred Stock”) on August 1, 2018, pursuant to the terms of the Articles of Amendment, dated as of July 24, 2013, to the Amended and Restated Articles of Incorporation of the Company.
Additionally, on July 2, 2018, the Company issued a press release announcing the redemption of its Series C Preferred Stock and the declaration by the Board of Directors of the Company of a dividend of $0.4921875 per share of Series C Preferred Stock, payable on August 1, 2018 to shareholders of record at the close of business on July 15, 2018. A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit No.
 
Description
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: July 2, 2018
By:
/s/ Allan E. Kamensky
 
 
Name:
Allan E. Kamensky
 
 
Title:
Executive Vice President, General Counsel and Secretary
 





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Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit
Exhibit 99.1



Synovus Announces Quarterly Dividend and Redemption of Series C Preferred Stock
COLUMBUS, GA (July 2, 2018) - Synovus Financial Corp. (NYSE: SNV) today announced that its Board of Directors has declared a dividend of $0.4921875 per share on its Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series C (the “Series C Preferred Stock”). The dividend on the Series C Preferred Stock will be payable August 1, 2018, to shareholders of record at the close of business on July 15, 2018.
Additionally, Synovus announced that it is redeeming all of its outstanding Series C Preferred Stock on August 1, 2018. The Series C Preferred Stock is currently traded on the New York Stock Exchange under the symbol SNVPrC (CUSIP 87161C 402). Synovus will redeem the Series C Preferred Stock for a cash price of $25.00 per share, without interest, for an aggregate redemption price of approximately $130 million.
Since the redemption date is also the dividend payment date, the redemption price of $25.00 per share of Series C Preferred Stock does not include declared and unpaid dividends.
On and after the redemption date, the Series C Preferred Stock will cease to be outstanding and dividends will cease to accrue on the shares of Series C Preferred Stock.

The Series C Preferred Stock is held in book-entry form through the Depository Trust Company (“DTC”) and will be redeemed in accordance with the procedures of DTC. Payment to DTC for the Series C Preferred Stock will be made by American Stock Transfer & Trust Company, LLC, as redemption agent. The address for American Stock Transfer & Trust Company is 6201 15th Avenue, Brooklyn, New York 11219, Attention: Barbara Robbins. Questions relating to the notice of redemption and related materials should be directed to American Stock Transfer & Trust Company via telephone at (718) 921-8300.
About Synovus
Synovus Financial Corp. is a financial services company and a registered bank holding company headquartered in Columbus, Georgia. Through its wholly-owned subsidiary, Synovus Bank, a Georgia state-chartered bank that is a member of the Federal Reserve System, Synovus provides commercial and retail banking in addition to a full suite of specialized products and services including private banking, treasury management, wealth management, premium finance and international banking. Synovus also provides mortgage services, financial planning, and investment advisory services through its wholly-owned subsidiaries, Synovus Mortgage, Synovus Trust, and Synovus Securities, as well as its Global One, GLOBALT and Creative Financial Group divisions.



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