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Section 1: 425 (8-K)

8-K

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

July 24, 2018 (July 23, 2018)

Date of Report (Date of earliest event reported)

Synovus Financial Corp.

(Exact name of registrant as specified in its charter)

 

Georgia

(State or other jurisdiction

of incorporation)

 

1-10312

(Commission

File Number)

 

58-1134883

(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 is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  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 24, 2018, Synovus Financial Corp. (“Synovus”) issued a press release announcing the execution of the Agreement and Plan of Merger, dated as of July 23, 2018, by and among Synovus, Azalea Merger Sub Corp., a wholly-owned subsidiary of Synovus (“Merger Sub”) and FCB Financial Holdings, Inc. (“FCB”), pursuant to which, on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into FCB, with FCB continuing as the surviving corporation and a direct, wholly-owned subsidiary of Synovus (the “Surviving Corporation”). A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

Additionally, Synovus provided supplemental information regarding the proposed transaction in connection with presentations to analysts and investors. A copy of the investor presentation is attached as Exhibit 99.2 to this report and incorporated herein by reference.

Forward-Looking Statements

This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to, Synovus’ and FCB’s expectations or predictions of future financial or business performance or conditions. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “plan,” “predict,” “project,” “forecast,” “guidance,” “goal,” “objective,” “prospects,” “possible” or “potential,” by future conditional verbs such as “assume,” “will,” “would,” “should,” “could” or “may”, or by variations of such words or by similar expressions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made and we assume no duty to update forward-looking statements. Actual results may differ materially from current projections.

In addition to factors previously disclosed in Synovus’ and FCB’s reports filed with the SEC and those identified elsewhere in this communication, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate any definitive merger agreement between Synovus and FCB; the outcome of any legal proceedings that may be instituted against Synovus or FCB; the ability to obtain regulatory approvals and meet other closing conditions to the merger, including approval by Synovus shareholders and FCB stockholders on the expected terms and schedule, including the risk that regulatory approvals required for the merger are not obtained or are obtained subject to conditions that are not anticipated; delay in closing the merger; difficulties and delays in integrating the FCB business or fully realizing cost savings and other benefits; business disruption following the merger; changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer acceptance of Synovus’ products and services; customer borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business initiatives; competitive conditions; the inability to realize cost savings or revenues or to implement integration plans and other consequences associated with mergers, acquisitions and divestitures; economic conditions; and the impact, extent and timing of technological changes, capital management activities, and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms.

Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.


Important Additional Information and Where to Find It

This communication is being made in respect of the proposed merger transaction between Synovus and FCB. In connection with the proposed merger, Synovus will file with the SEC a Registration Statement on Form S-4 that will include the Joint Proxy Statement of Synovus and FCB and a Prospectus of Synovus, as well as other relevant documents regarding the proposed transaction. A definitive Joint Proxy Statement/Prospectus will also be sent to Synovus shareholders and FCB stockholders. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

A free copy of the Joint Proxy Statement/Prospectus, as well as other filings containing information about Synovus and FCB, may be obtained at the SEC’s Internet site (http://www.sec.gov). You will also be able to obtain these documents, free of charge, from Synovus at http://investor.synovus.com/Docs or from FCB Financial by accessing FCB’s website at FloridaCommunityBank.com. Copies of the Joint Proxy Statement/Prospectus can also be obtained, free of charge, by directing a request to Synovus Investor Relations at Investor Relations, Synovus Financial Corp., 1111 Bay Avenue, Suite 500, P.O. Box 120, Columbus, GA 31901, by calling (888) SYNOVUS, or by sending an e-mail to steveadams@synovus.com or to FCB Investor Relations at Investor Relations, FCB Financial Holdings, Inc., 2500 Weston Road, Suite 300, Weston, Florida 33331, by calling (305) 668-5420 or by sending an e-mail to IR@fcb1923.com.

Synovus and FCB and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Synovus shareholders and FCB stockholders in respect of the transaction described in the Joint Proxy Statement/Prospectus. Information regarding Synovus’ directors and executive officers is contained in Synovus’ Annual Report on Form 10-K for the year ended December 31, 2017 and its Proxy Statement on Schedule 14A, dated March 16, 2018, which are filed with the SEC. Information regarding FCB’s directors and executive officers is contained in FCB’s Annual Report on Form 10-K for the year ended December 31, 2017 and its Proxy Statement on Schedule 14A, dated April 4, 2018, which are filed with the SEC. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the Joint Proxy Statement/Prospectus regarding the proposed merger when it becomes available. Free copies of this document may be obtained as described in the preceding paragraph.


Item 9.01. Financial Statements and Exhibits

 

 

(d)    The following Exhibits are filed herewith.
Exhibit No.    Description
99.1    Joint Press Release, dated July 24, 2018
99.2    Investor Presentation, dated July 24, 2018


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.
    (Registrant)
Date:   July 24, 2018     By:   /s/ Allan E. Kamensky
   

Name:

       Allan E. Kamensky, Esq.
   

Title:

       Executive Vice President, General
           Counsel and Secretary

 

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Section 2: EX-99.1 (EX-99.1)

EX-99.1

Exhibit 99.1

 

LOGO

 

Media Contacts    Investor Contacts
Synovus, Lee Underwood, 706.644.0528    Synovus, Steve Adams, 706.641.6462
   FCB, Matthew Paluch, 305.668.5420

Synovus to Acquire FCB Financial Holdings, Inc. for $2.9 Billion

Creates Premier Southeast Regional Bank with $36 Billion in Deposits and $44 Billion in Assets

COLUMBUS, GA, and WESTON, FL, July 24, 2018 — Synovus Financial Corp. (NYSE: SNV) and FCB Financial Holdings, Inc. (NYSE: FCB) today jointly announced their entry into a definitive merger agreement under which Synovus will acquire FCB Financial Holdings, Inc., owner of Florida Community Bank (FCB), Florida’s largest community bank. With the addition of FCB, Synovus will become a top five regional bank by deposits in the Southeast region with pro forma $36 billion in deposits and $44 billion in assets. The transaction is expected to close by the first quarter of 2019.

The combination of FCB with Synovus will create the largest mid-cap bank in the Southeast by deposits, and will elevate the company’s growth profile through a deepened presence in high-growth Florida markets. Following the closing, FCB will merge with Synovus Bank and operate under the Synovus brand, and FCB Financial Holdings President and CEO Kent Ellert will be executive vice president of Synovus and Florida market president.

Under the terms of the merger agreement, FCB shareholders will receive a fixed ratio of 1.055 shares of Synovus common stock for each common share of FCB in an all-stock transaction. Based on Synovus’ closing share price on July 23, 2018, the transaction is valued at $58.15 per FCB share or $2.9 billion in aggregate. Following completion of the merger, former FCB shareholders will own approximately 30% of the combined company. In addition, based on the exchange ratio, Synovus’ most recent quarterly dividend translates to a pro forma annualized dividend of $1.06 per FCB share. The transaction is expected to be tax free to FCB shareholders.

“We look forward to welcoming FCB customers and team members to the Synovus family and are enormously excited about the growth and value-creation opportunities this transaction presents for our combined companies and respective shareholders,” said Kessel Stelling, Synovus chairman and CEO. “This acquisition will expand our presence in the high-growth South Florida marketplace while leveraging FCB’s market leading reputation, culture, and successful organic growth platform.”

“The FCB team is excited to join the Synovus family and we look forward to being part of one of the most prominent and successful regional banks in the country,” said FCB Financial Holdings President and CEO Kent Ellert. “We are enthusiastic about our similar cultures, which are community- and customer-centric, and are confident our combined companies will help us build upon the great client relationships


that have resulted in more than $11 billion of organic loan production and 22 consecutive quarters of record operating results for FCB.”

In Florida, Synovus gains $9.9 billion in deposits and 50 full-service banking centers, with significant market share in all top 10 Florida markets including Miami-Dade, the largest market by population in the Southeast. The transaction deepens Synovus’ commitment to Florida, complementing its presence in Pensacola, Tampa, Jacksonville, Orlando, Sarasota, and Naples with FCB’s market-leading presence across South Florida.

Synovus expects approximately $40 million in pretax synergies to be fully realized by 2020. Excluding one-time charges, Synovus expects the acquisition to be approximately 6.5% accretive to earnings per common share in 2020 and to deliver strong returns on capital. The transaction is expected to produce tangible book value per share dilution of 3.3% with an earnback period of less than two years.

The merger agreement has been unanimously approved by both companies’ Boards of Directors. The merger is subject to customary closing conditions, including approval by Synovus and FCB Financial Holdings shareholders and approval by state and federal bank regulators.

BofA Merrill Lynch and J.P. Morgan Securities LLC served as financial advisors to Synovus on this transaction, while Simpson Thacher & Bartlett LLP and Alston & Bird LLP served as legal advisors. Sandler O’Neill + Partners L.P., Guggenheim Securities, LLC, and Evercore Group L.L.C. served as financial advisors to FCB Financial Holdings, and Wachtell, Lipton, Rosen & Katz served as legal advisor.

Joint Investor Conference Call

Synovus and FCB Financial Holdings will host a joint conference call to discuss the transaction at 8:30 a.m. EDT on July 24, 2018, in conjunction with the Synovus second quarter earnings call. The call will be accompanied by a slide presentation. Shareholders and other interested parties may listen to this conference call via simultaneous Internet broadcast. For a link to the webcast, go to http://investor.synovus.com/event. A replay will be posted on Synovus’ website approximately one hour after the call ends and will be available with the press release and slides for 12 months.

Synovus Financial Corp. is a financial services company based in Columbus, Georgia, with more than $31 billion in assets. Synovus provides commercial and retail banking, investment, and mortgage services through 250 branches in Georgia, Alabama, South Carolina, Florida, and Tennessee. Synovus Bank, a wholly owned subsidiary of Synovus, has been recognized as one the country’s 10 “Most Reputable Banks” by American Banker and the Reputation Institute for four consecutive years. Synovus is on the web at synovus.com, and on Twitter, Facebook, LinkedIn, and Instagram.

FCB Financial Holdings, Inc. is the largest community banking company and the second largest Florida-based independent bank, and among the most highly capitalized banks in the state. Recently, FCB was ranked #8 among Forbes’ “Best Banks in America,” marking the second consecutive year FCB was included among the publication’s top 10 leading U.S. banks. FCB was also awarded a five-star rating from Bauer Financial™, FCB assets are more than $11 billion, with capital ratios that exceed regulatory standards. Since its founding in 2010, FCB has been steadfast in its commitment to delivering personalized service, innovation, and products and services equal to those offered by the national banks. Similarly, FCB recognizes the importance of community, fostering a corporate culture that promotes employee volunteerism at all levels, while supporting community-based programs and partnerships that help promote greater


financial independence and improved quality of life for families. FCB serves individuals, businesses and communities across the state with 50 full-service banking centers from east to west, and from Daytona Beach to Miami-Dade. For more information, visit FloridaCommunityBank.com. Equal Housing Lender, Member FDIC.

Important Additional Information and Where to Find It

This communication is being made in respect of the proposed merger transaction between Synovus and FCB. In connection with the proposed merger, Synovus will file with the SEC a Registration Statement on Form S-4 that will include the Joint Proxy Statement of Synovus and FCB and a Prospectus of Synovus, as well as other relevant documents regarding the proposed transaction. A definitive Joint Proxy Statement/Prospectus will also be sent to Synovus shareholders and FCB stockholders. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

A free copy of the Joint Proxy Statement/Prospectus, as well as other filings containing information about Synovus and FCB, may be obtained at the SEC’s Internet site (http://www.sec.gov). You will also be able to obtain these documents, free of charge, from Synovus at http://investor.synovus.com/Docs or from FCB Financial by accessing FCB’s website at FloridaCommunityBank.com. Copies of the Joint Proxy Statement/Prospectus can also be obtained, free of charge, by directing a request to Synovus Investor Relations at Investor Relations, Synovus Financial Corp., 1111 Bay Avenue, Suite 500, P.O. Box 120, Columbus, GA 31901, by calling (888) SYNOVUS, or by sending an e-mail to steveadams@synovus.com or to FCB Investor Relations at 2500 Weston Road, Suite 300, Weston, Florida 33331, by calling (954) 984-3313, or by sending an e-mail to IR@fcb1923.com.

Synovus and FCB and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Synovus shareholders and FCB stockholders in respect of the transaction described in the Joint Proxy Statement/Prospectus. Information regarding Synovus’ directors and executive officers is contained in Synovus’ Annual Report on Form 10-K for the year ended December 31, 2017 and its Proxy Statement on Schedule 14A, dated March 16, 2018, which are filed with the SEC. Information regarding FCB’s directors and executive officers is contained in FCB’s Annual Report on Form 10-K for the year ended December 31, 2017 and its Proxy Statement on Schedule 14A, dated April 4, 2018, which are filed with the SEC. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the Joint Proxy Statement/Prospectus regarding the proposed merger when it becomes available. Free copies of this document may be obtained as described in the preceding paragraph.

Forward-Looking Statements

This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to, Synovus’ and FCB’s expectations or predictions of future financial or business performance or conditions. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “plan,” “predict,” “project,” “forecast,” “guidance,” “goal,” “objective,”


“prospects,” “possible” or “potential,” by future conditional verbs such as “assume,” “will,” “would,” “should,” “could” or “may”, or by variations of such words or by similar expressions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made and we assume no duty to update forward-looking statements. Actual results may differ materially from current projections.

In addition to factors previously disclosed in Synovus’ and FCB’s reports filed with the SEC and those identified elsewhere in this communication, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate any definitive merger agreement between Synovus and FCB; the outcome of any legal proceedings that may be instituted against Synovus or FCB; the ability to obtain regulatory approvals and meet other closing conditions to the merger, including approval by Synovus shareholders and FCB stockholders on the expected terms and schedule, including the risk that regulatory approvals required for the merger are not obtained or are obtained subject to conditions that are not anticipated; delay in closing the merger; difficulties and delays in integrating the FCB business or fully realizing cost savings and other benefits; business disruption following the merger; changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer acceptance of Synovus’ products and services; customer borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business initiatives; competitive conditions; the inability to realize cost savings or revenues or to implement integration plans and other consequences associated with mergers, acquisitions and divestitures; economic conditions; and the impact, extent and timing of technological changes, capital management activities, and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms.

Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.

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Section 3: EX-99.2 (EX-99.2)

EX-99.2

Exhibit 99.2

 

LOGO

Synovus to Merge with Florida Community Bank Results in a Stronger Company with Elevated Growth and Meaningful Value Creation July 24, 2018


LOGO

Forward Looking Statements This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to, Synovus’s and FCB Financial Holding’s expectations or predictions of future financial or business performance or conditions. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “plan,” “predict,” “project,” “forecast,” “guidance,” “goal,” “objective,” “prospects,” “possible” or “potential,” by future conditional verbs such as “assume,” “will,” “would,” “should,” “could” or “may”, or by variations of such words or by similar expressions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made and we assume no duty to update forward-looking statements. Actual results may differ materially from current projections. In addition to factors previously disclosed in Synovus’s and FCB’s reports filed with the SEC and those identified elsewhere in this communication, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate any definitive merger agreement between Synovus and FCB; the outcome of any legal proceedings that may be instituted against Synovus or FCB; the ability to obtain regulatory approvals and meet other closing conditions to the merger, including approval by Synovus and FCB shareholders on the expected terms and schedule, including the risk that regulatory approvals required for the merger are not obtained or are obtained subject to conditions that are not anticipated; delay in closing the merger; difficulties and delays in integrating the FCB business or fully realizing cost savings and other benefits; business disruption following the merger; changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer acceptance of Synovus’s products and services; customer borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business initiatives; competitive conditions; the inability to realize cost savings or revenues or to implement integration plans and other consequences associated with mergers, acquisitions and divestitures; economic conditions; and the impact, extent and timing of technological changes, capital management activities, and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results. Important Additional Information In connection with the proposed merger, Synovus will file with the SEC a Registration Statement on Form S-4 that will include the Joint Proxy Statement of Synovus and FCB and a Prospectus of Synovus. INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. A free copy of the Joint Proxy Statement/Prospectus, as well as other filings containing information about Synovus and FCB, may be obtained at the SEC’s Internet site (http://www.sec.gov). Copies of the Joint Proxy Statement/Prospectus can also be obtained, free of charge, by directing a request to Synovus Investor Relations at Investor Relations, Synovus Financial Corp., 1111 Bay Avenue, Suite 500, P.O. Box 120, Columbus, GA 31901, by calling (888) SYNOVUS, or by sending an e-mail to steveadams@synovus.com or to FCB Investor Relations at Investor Relations, FCB Financial Holdings, Inc., 2500 Weston Road, Suite 300, Weston, Florida 33331, by calling (305) 668-5420 or by sending an e-mail to IR@fcb1923.com. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of Synovus shareholders and FCB stockholders in connection with the proposed transaction will be set forth in the Joint Proxy Statement/Prospectus when it is filed with the SEC.


LOGO

Synovus to Merge with Florida Community Bank Results in a stronger company, with elevated growth and meaningful value creation ï,¡ #1 Mid-Cap Bank in the Southeast ï,¡ Adds high performing senior leaders and producers Stronger Companyï,¡ Ability to leverage existing investments across a broader footprintï,¡ Meaningful scale in the Southeast with $36bn in deposits ï,¡ Elevates growth profile through deepened presence in high growth Florida markets ï,¡ Merger with high quality, high growth Florida bank Elevated Growthï,¡ Complementary products and capabilities attract and deepen customer relationshipsï,¡ Significantly strengthens our Florida footprint, which becomes >1/3 of pro forma franchise ï,¡ Enhances profitability and returns while reducing risk profile ï,¡ EPS accretion: 6.5%+ GAAP / 8.4%+ Cash in 2020E; TBV earnback: <2 years Valueï,¡ Returns: ~17% 2020E ROATCE (up 150bps+) / ~17% IRR creationï,¡ Risk profile: Reduces risk through diversified geographic footprint ï,¡ Capital: Transaction neutral to CET1; enhances forward distribution plans Low risk transaction consistent with stated M&A criteria  EPS accretion: Strategically compelling Earnback: <3 years Mid to high single digits Source: FactSet, S&P Global Market Intelligence and Wall Street consensus estimates. 1 Note: Pro forma deposits as of June 30, 2018. Excludes any pro forma adjustments. Market data as of July 23, 2018. Mid-cap banks in Southeast states include AL, FL, GA, KY, LA, MS, NC, SC, TN, VA, WV between $10-$50bn in assets.


LOGO

Transaction Summary ï,¡ $58.15 per FCB share; aggregate consideration of $2.9bnï,¡ Fixed exchange ratio of 1.0550x per Synovus share; 100% stock Transaction Considerationï,¡ FCB warrants and options to be exchanged into comparable Synovus warrants and optionsï,¡ ~70% Synovus shareholders / ~30% FCB shareholders ï,¡ 13.5x 2019E EPS Pricing Metricsï,¡ 2.3x tangible book value per share ï,¡ Kent Ellert, President and CEO of FCB, will be named EVP of Synovus Financial and President of the Florida market Governanceï,¡ Agreements in place with key leadershipï,¡ Synovus Board unchanged as a result of the transaction ï,¡ Approval of Synovus and FCB shareholders Required Approvalsï,¡ Customary regulatory approvals Expected Closeï,¡ Expected to close by 1st quarter of 2019 Source: Company filings, S&P Global Market Intelligence and Wall Street consensus estimates. 2 Note: Based on Synovus closing price of $55.12 as of July 23, 2018.


LOGO

FCB: A High Quality, High Growth Florida Bank FCB Value Proposition Key Financial Highlights ($bn) ï,¡ #1 Florida headquartered, Florida focused Total Assets $12.2 community bank; primary bank for many of Loans 8.9 Florida’s leading commercial companies Deposits 9.9 ï,¡ Relationship oriented with local decision Branches 50 making and personalized serviceï,¡ Led by seasoned team of Florida bankers - Organic Growth with Strong Credit Quality averaging 20-25 years of experience Loans Deposits $9,858    Well Recognized in Industry $8,922    +27% +24% CAGR ï,¡ Ranked #8 in Forbes 2018 CAGR “Best Banks in America” $5,431    $5,196    +43% CAGR $3,029    ï,¡ Ranked #6 in Bank Director Demand $1,246    deposits Magazine’s review of 2015 Q2’18 2015 Q2’18 banks between $5bn and Organic CAGR: 22% Organic CAGR: 25% $50bn in assets (2017) Averaging <1bps of NCOs since 2015 Source: Company filings and S&P Global Market Intelligence. 3 Note: Financial data as of June 30, 2018.


LOGO

Creates Stronger Company Enhances Talent, Markets and Scale ï,¡ Adds high performing senior leaders and producers ï,¡ Proven sales management culture combined with deep market expertise ï,¡ Proven team of middle market relationship managers generating 10 consecutive quarters Talent of over $400 million organic C&I and CRE loan productionï,¡ Retail and commercial teams driving enhanced core deposit strategy with over $500 million in new DDA production in the first half of 2018, (86% YOY increase) ï,¡ Adds 4 of the Top 10 markets in the state of Florida ï,¡ Expands and deepens Synovus’ presence in Florida – a market that Synovus has been in Markets for 30+ years ï,¡ Adds $10bn in deposits; Florida becomes >1/3 of pro forma franchise ï,¡ Ability to leverage existing franchise investments across a broader footprint ï,¡ Technology: Digital, IT, Loan Systems, Branch Sales / Service Platform Scaleï,¡ Product offerings: Wealth and Asset Management, Consumer / Small Business Lending and Corporate Specialty Verticals Source: S&P Global Market Intelligence. 4 Note: Financial data as of June 30, 2018. Excludes any pro forma adjustments. Mid-cap banks in Southeast states include AL, FL, GA, KY, LA, MS, NC, SC, TN, VA, WV between $10-$50bn in assets.


LOGO

Creates Stronger Company #1 Mid-Cap Bank in the Southeast Diversified Branch Network across 5 States $10-50bn Banks Headquartered in the Southeast (1) Sorted by $bn of Deposits Nashville ill Synovus + FCB $26.4 $9.9 $36.3 NC TN Greenville ill First Horizon $31.0 Huntsville ill Columbia l SC Summerville r ill Augusta First Citizens $30.0 Mountt Pleasant Atlanta l Birmingham ir Charleston GA rl AL Columbus Savannah MS l s Synovus $26.4 1016841_1.wor (NY008P5T) Synovus Branches FCB Branches Dothan IBERIABANK $23.4 Tallahassee Jacksonville J c ill ll Pensacola BankUnited $22.2 c l Orlando rl Portt Stt.. Lucie L i Bank OZK $17.9 FL Tampa Pro Forma Deposit by State ($bn) Fort rt Lauderdale L r l $15.9 Pinnacle $17.9 Cape Coral r l $13.0 Miami i BancorpSouth $13.5 $9.9 $3.9 1016841 _1.wor (ny008p5t) South State $11.7 $2.9 $0.5 $3.1 Synovus Deposits FCB Deposits GA FL AL SC TN Source: S&P Global Market Intelligence. (1) Banks in Southeast states include AL, FL, GA, KY, LA, MS, NC, SC, TN, VA, WV. 5 Note: Financial data as of June 30, 2018 or most recently reported quarter. Deposit breakdown as of June 30, 2017. Total pro forma deposits as of June 30, 2018. No purchase accounting adjustments assumed for Synovus + FCB.


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Elevated Growth Profile Deepens presence in high growth Florida markets; >1/3 of Pro Forma Franchise Florida Market Highlights Expanding Deposit Market Share in Top MSAs ï,¡ Florida is the #1 economy in the Southeast; #4 in 2015 – 2017 Deposit CAGR 215.1%    the U.S. (1) 46.7%    ï,¡ Florida and Miami have maintained steady 37.1%    population growth that is projected to continue 26.6%    ï,¡ Robust deposit growth across Florida MSAs 17.0%    9.9%    7.1% 7.3% 7.5% 6.4%    ï,¡ Florida has over 2x the number of businesses than the next highest state in the Southeast (2) 2017 FCB Miami Naples Orlando Cape Coral Tampa ï,¡ Complements footprint presence to other Deposits ($mm) $4,116 $691 $622 $460 $382 Southeast MSAs FCB Deposits Total MSA Deposits Robust Deposit Growth ($bn) Stronger Growth Profile (2) $172 Household Income Growth Population Growth 2012–2017 10.5% Deposit $49 6.7%    Growth $95 $53 9.7%    2012 $123 $41 $38 9.5% 5.2%    Deposits $69 $41 4.7%    $29 $26 8.9%    Miami Atlanta Tampa Nashville Orlando 3.5%    Dep. 5yr CAGR 6.9% 6.6% 5.3% 7.2% 7.9% # Businesses (2) 36,491 26,798 13,152 9,214 10,886 FCB Synovus Pro U.S. Avg. FCB Synovus Pro U.S. Avg. Florida MSA Other SE MSAs Forma Forma Source: S&P Global Market Intelligence and U.S. Bureau of Economic Analysis. (2) Represents businesses with estimated annual revenue of $5mm+ with 6 Note: Southeast states include: AL, AR, FL, GA, KY, LA, MS, NC, SC, TN, VA and WV. operations in that MSA. (1) By Gross State Product (2017). (3) 2018E – 2023E growth in both Median Household Income and Population


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Elevated Growth Profile Expands Product Capabilities and Scale Key Areas of Focus Key Products and Capabilities ï,¡ FCB provides leading middle-market Synovus FCB Combined presence in Florida Commercial & Industrial Commercial Real Estate ï,¡ Greater opportunity in new, higher- Specialized Industries growth markets Healthcare l cia Premium Finance ï,¡ Expands specialty lending capabilities  mmer Aviation Services (e.g. healthcare and premium finance) Commercial Co Maritime Services ï,¡ Sales approach aligns loan and core    HOA Treasury Management deposit production Capital Markets Corporate Trust ï,¡ Emphasis on growing retail deposit Retail Banking ail Mortgage Banking share Ret Small Business Banking Wealthï,¡ Leverage Synovus’ enhanced Consumer Lending / Card consumer and expanded small Brokerage and business lending capabilities Insurance Services Affluent Banking ï,¡ Deploy wealth and asset management Wealth Trust / Family Asset Management Retail offerings into higher growth Florida Financial Planning markets Indicates Market Opportunity Source: Company filings.


 

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Meaningful Value Creation Opportunity Enhances Profitability and Returns while Reducing Risk Profile and Being Capital Neutral Mid to High-Single Digit Accretion Improved ROTCE Profile (2020E) 160bps 8.4% ~17% 6.5% ~15% $0.36 $0.28 2020E GAAP EPS 2020E Cash EPS Standalone ROTCE Pro Forma ROTCE Standalone CET1: 10.1% Pro Forma CET1: 10.2% Returns above Cost of Capital Enhanced Risk Profile through Diversification Other Other States States ~17% 20% 28% 44% ~9% 60% 12% Florida 36% Georgia Florida IRR Cost of Equity (1) Total Deposits: $26bn Total Deposits: $36bn Source: Company filings, S&P Global Market Intelligence and Wall Street consensus estimates. 8 Note: Standalone CET1 as of June 30, 2018; Pro Forma CET1 as of December 31, 2018. (1) Cost of equity based on CAPM using Synovus’ historical Bloomberg adjusted beta based on regression of five years of monthly performance as compared to the broad U.S. equity market.


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Meaningful Value Creation Opportunity Low Execution Risk with Conservative Assumptions ï,¡ 80+ member diligence team spanning credit, ï,¡ Bottoms up synergy analysis finance, tax, compliance, BSA, IT/Ops and legalï,¡ Key leaders and revenue producers to remainï,¡ Visited 100% of branch network to selectively ï,¡ Cost synergies: $40mm pre-tax (fully phased-gauge customer experience or 26% of operating expenses; 50% in 2019, Thorough Diligenceï,¡ Regular engagement between the senior Synergies fully phased-in thereafter management teams of both institutionsï,¡ Revenue synergies: identified; not included in financial model ï,¡ 70% loan file coverageï,¡ Credit mark: Gross credit mark of 1.1% Riskï,¡ Comprehensive regulatory/compliance ($105mm pre-tax) Rate mark and program review Valueï,¡ to equity: ï,¡ Compatible risk appetite and frameworkï,¡ Mark down on loans of $66mm pre-tax Credit Fairï,¡ Mark up on FHLB of $11mm pre-taxï,¡ Well positioned having just completed ï,¡ Merger expenses: $105mm pre-tax; fully “Single-Bank” and “One Brand” initiatives accounted in TBV at close ï,¡ Preliminary mapping of systems and facilitiesï,¡ Core deposit intangible: 1.75% amortized overï,¡ Common core system provider Other 10 years (sum of the years digits) Integration Preparednessï,¡ Systems conversion targeted for Q1 2019


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Meaningful Value Creation Opportunity Well Structured Deal Offers Shared / Precedents Median Pricing P / 2019E (1) - (x) 13.5x 16.3x P / TBV - (x) 2.3x 2.7x EPS accretion (GAAP/Cash) - % +6.5% / +8.4% +7.0% Deal TBVPS dilution - % (3.3%) (5.0%) Key Metrics TBVPS earnback (crossover) - yrs 1.75 yrs 3.10 yrs Cost savings - % 26% 35% Source: Company filings and FactSet. 10 Note: Market data as of July 23, 2018. Transaction precedents for deals approximately $1bn+ since January 1, 2017. (1) Forward P/E multiple for transaction precedents.


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Meaningful Value Creation Opportunity Well Structured Deal Offers Shared / Precedents Median Pricing P / 2019E (1) - (x) 13.5x 16.3x P / TBV - (x) 2.3x 2.7x EPS accretion (GAAP/Cash) - % +6.5% / +8.4% +7.0% Deal TBVPS dilution - % (3.3%) (5.0%) Key Metrics TBVPS earnback (crossover) - yrs 1.75 yrs 3.10 yrs Cost savings - % 26% 35% Source: Company filings and FactSet. 10 Note: Market data as of July 23, 2018. Transaction precedents for deals approximately $1bn+ since January 1, 2017. (1) Forward P/E multiple for transaction precedents.


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Appendix
12


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Deepens Presence in High Growth Florida Markets Strengthened Florida Franchise Regional Bank Market Statistics ($mm) Pro Forma 10 FL MSA Tallahassee Rank Key MSA Synovus FCB Rank    Deposits    Market Share Branches Jacksonville Pensacola 1 Miami 10 $4,116 1.8% 21 Synovus Branches 75 2 Tampa 7 1,148 1.4 17 FCB Branches Daytona Beach 3 Orlando 10 644 1.4 5 Orlando 4 Jacksonville 10 427 0.7 6 5 Sarasota 4 587 3.0 7 95 Tampa 4 6 Cape Coral 7 491 3.3 6 Sarasota 7 Naples 5 755 5.7 4 Port St. Lucie 8 Daytona Beach 7 276 2.6 2 9 Port St. Lucie 8 248 2.8 3 Naples 84 10 Palm Bay 6 244 2.8 2 11 Tallahassee 10 281 3.6 4 Miami 14 Pensacola 4 592 10.7 9 Florida Total 6 $10,861 2.0% 98 (NY008SR4) 1084465_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _1 Transaction solidifies strong presence in all Top 10 Florida MSAs (1) Source: S&P Global Market Intelligence. (1) Based on total deposits. 13 Note: Deposit market data as of June 30, 2017. Excludes closed banks, trust banks, broker-dealers, banks with primarily online deposits and banks with more than $1tn in deposits. Total includes 12 branches outside of Top 15 MSAs in Florida.


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Pro Forma Loan and Deposit Mix Synovus FCB Pro Forma Consumer Investor Consumer Consumer Investor CRE Investor 1% CRE 13% Consumer CRE 10%    Consumer 23% RE Consumer 24%    28% 28%    RE RE 11% C&D & 15%    C&D & 2% Land C&D & 3% 2% Land Mix 1-4 3% Land 4% 1-4 20% Family 13% 7% 18% Owner Owner Family Comm. 1-4 Occ. C&I 29% Owner Occ. C&I 27% Comm. 21% Family Loan Occ. C&I C&I Comm. C&I C&I Total Loans: $25.1bn Total Loans: $8.9bn Total Loans: $34.1bn Yield on Loans: 4.88% Yield on Loans: 4.48% Yield on Loans: 4.78% MMDA & MMDA & Savings MMDA & Transaction Savings Savings 34% 31% 33% 35% Transaction 44% Mix Transaction 48% 15% 14% 20% 17% Deposit 3% 6% Retail Jumbo Retail Retail Jumbo Jumbo Total Deposits: $26.4bn Total Deposits: $9.9bn Total Deposits: $36.3bn Cost of Deposits: 0.50% Cost of Deposits: 1.18% Cost of Deposits: 0.68% Source: Company filings and S&P Global Market Intelligence. 14 Note: Loan composition for Synovus and FCB estimated based on Synovus’ classification as of March 31, 2018. Deposit composition estimated based on regulatory classification as of March 31, 2018. Total loans, deposits and yield/cost data as of June 30, 2018. Pro forma metrics exclude transaction adjustments.


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FCB Deposit Growth by MSA ($ in millions) FCB Deposits Market Deposits FCB Growth FCB Deposit Market Share Change in 2015 2017 ‘15 - ‘17 CAGR 2015 2017 ‘15 - ‘17 CAGR over Market 2015 2017 Market Share Miami $2,191 $4,116 37.1% $198,111 $227,049 7.1% 30.0% 1.1% 1.8% 0.7% Naples 431 691 26.6 11,492 13,229 7.3 19.3 3.8 5.2 1.5 Orlando 289 622 46.7 40,818 47,135 7.5 39.3 0.7 1.3 0.6 Cape Coral 336 460 17.0 12,982 14,702 6.4 10.5 2.6 3.1 0.5 Tampa 38 382 215.1 66,681 80,495 9.9 205.3 0.1 0.5 0.4 Florida $4,435 $7,903 33.5% $476,514 $549,494 7.4% 26.1% 0.9% 1.4% 0.5% Source: S&P Global Market Intelligence. 15 Note: Deposit data as of June 30, 2015 and June 30, 2017, respectively.                vated Growth Profile Expands Product Capabilities and Scale Key Areas of Focus Key Products and Capabilities ï,¡ FCB provides leading middle-market Synovus FCB Combined presence in Florida Commercial & Industrial Commercial Real Estate ï,¡ Greater opportunity in new, higher- Specialized Industries growth markets Healthcare l cia Premium Finance ï,¡ Expands specialty lending capabilities  mmer Aviation Services (e.g. healthcare and premium finance) Commercial Co Maritime Services ï,¡ Sales approach aligns loan and core    HOA Treasury Management deposit production Capital Markets Corporate Trust ï,¡ Emphasis on growing retail deposit Retail Banking ail Mortgage Banking share Ret Small Business Banking Wealthï,¡ Leverage Synovus’ enhanced Consumer Lending / Card consumer and expanded small Brokerage and business lending capabilities Insurance Services Affluent Banking ï,¡ Deploy wealth and asset management Wealth Trust / Family Asset Management Retail offerings into higher growth Florida Financial Planning markets Indicates Market Opportunity Source: Company filings. 7


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Historical Growth December 31, 2015 – June 30, 2018 ($ in millions) Loans Deposits 2015 - Q2 2018 CAGR 2015 Q2 2018 2015 Q2 2018 Loans Deposits Synovus $22,489 $25,188 $23,243 $26,443 4.6% 5.3% FCB 5,196 8,922 5,431 9,858 24.1 26.9 (1) 27,685 34,109 28,673 36,301 8.7 9.9 Pro Forma â^† in bps 407 460 Source: S&P Global Market Intelligence. 16 Note: Financial data as of December 31, 2015 and June 30, 2018, respectively. (1) Pro forma calculated based on the summation of Synovus and FCB loans and deposits and percent change between December 31, 2015 and June 30, 2018.


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Industry Leading Organic Growth: Continued Branch Investments to Drive Core Deposit Growth ï,¡ Reaping the benefit of significant branch 98% of FCB branches witnessed growth in deposits investments since 2012 vs 75% of branches at Florida headquartered banksï,¡ Optimized efficiency with highest deposits per 20% Average growth in deposits per branch at FCB branch vs top Florida headquartered banks since 2012 vs 6% at Florida headquartered banks Source: S&P Global Market Intelligence. 17 Note: Branch information as of June 30, 2017.


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Pro Forma Capital Ratios Synovus FCB Pro Forma (06/30/18) (06/30/18) at Close    Tangible Common Equity Ratio 8.8% 9.9% 8.7% Common Equity Tier 1 Ratio 10.1 11.6 10.2 Tier 1 Capital Ratio 11.3 11.6 10.7 Leverage Ratio 10.0 10.3 9.5 Total Risk Based Capital Ratio 13.1 12.1 12.1 Source: Company filings. 18 Note: Tier 1 and Total Risk Based Capital include $126.0mm of Series C Preferred Stock which will be redeemed in August 2018.

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