SEC Info - Synovus Financial Corp. - ‘8-K’ for 8/4/22

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Synovus Financial Corp. – ‘8-K’ for 8/4/22

On: Friday, 8/5/22, at 2:31pm ET · For: 8/4/22 · Accession #: 18349-22-154 · File #: 1-10312

  As Of               Filer                 Filing    For·On·As Docs:Size

 8/05/22  Synovus Financial Corp.           8-K:1,9     8/04/22   12:12M

Current Report — Form 8-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     43K 
 2: EX-1.1      Underwriting Agreement or Conflict Minerals Report  HTML    127K 
 7: R1          Cover Page                                          HTML     55K 
10: XML         IDEA XML File -- Filing Summary                      XML     12K 
 8: XML         XBRL Instance -- syn-20220804_htm                    XML     30K 
 9: EXCEL       IDEA Workbook of Financial Reports                  XLSX      8K 
 4: EX-101.DEF  XBRL Definitions -- syn-20220804_def                 XML     42K 
 5: EX-101.LAB  XBRL Labels -- syn-20220804_lab                      XML     88K 
 6: EX-101.PRE  XBRL Presentations -- syn-20220804_pre               XML     43K 
 3: EX-101.SCH  XBRL Schema -- syn-20220804                          XSD     11K 
11: JSON        XBRL Instance as JSON Data -- MetaLinks               14±    20K 
12: ZIP         XBRL Zipped Folder -- 0000018349-22-000154-xbrl      Zip     63K

‘8-K’ — Current Report

This is an HTML Document rendered as filed. [ Alternative Formats ]

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syn-20220804

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form i 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

i August 4, 2022

Date of Report

(Date of Earliest Event Reported)

i Synovus Financial Corp.

(Exact Name of Registrant as Specified in its Charter)


i Georgia	i 1-10312	i 58-1134883
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

i 1111 Bay Avenue, i Suite 500, i Columbus, i Georgia i 31901

(Address of principal executive offices) (Zip Code)

( i 706) i 641-6500

(Registrant’s telephone number, including area code)

________________________________________________

(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:

i ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

i ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

i ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

i ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
i Common Stock, $1.00 Par Value	i SNV	i New York Stock Exchange
i Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D	i SNV-PrD	i New York Stock Exchange
i Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series E	i SNV-PrE	i New York Stock Exchange

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 i ☐

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 August 4, 2022, Synovus Financial Corp. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”), by and among the Company and Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC, as representatives of the several underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to sell to the Underwriters $350 million aggregate principal amount of its 5.200% Senior Notes due 2025 (the “Notes”). The offering of the Notes was made pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-266462).

The Underwriting Agreement contains customary representations, warranties and covenants of the Company, conditions to closing, indemnification obligations of the Company and the Underwriter, and termination and other customary provisions.

The Company expects the offering of the Notes to close on August 11, 2022, subject to customary closing conditions.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is attached as Exhibit 1.1 to this Current Report on Form 8-K, and is incorporated by reference herein.


Item 9.01	Financial Statements and Exhibits

	(d)	Exhibits

	Exhibit No.	Description

	1.1	Underwriting Agreement, dated August 4 , 2022, among the Company and Morgan Stanley & Co. LLC and Goldman Sachs Co. LLC, as representatives of the several underwriters named therein, pertaining to the offer and sale of the Notes.

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: August 5, 2022			By: /s/ *Allan E. Kamensky*
			Name: Allan E. Kamensky
			Title: Executive Vice President and General Counsel

Dates Referenced Herein and Documents Incorporated by Reference

This ‘8-K’ Filing	Date	Other Filings

	8/11/22
Filed on:	8/5/22	FWP
For Period end:	8/4/22	424B5, FWP
		List all Filings

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Filing Submission 0000018349-22-000154 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)