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| SNV > SEC Filings for SNV > Form 8-K on 22-Sep-2009 | All Recent SEC Filings |
22-Sep-2009
Entry into a Material Definitive Agreement, Financial Statements and Exhib
On September 16, 2009, Synovus Financial Corp. (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") with J.P. Morgan Securities Inc., as representative of the several underwriters named therein (collectively the "Underwriters"), providing for the offer and sale in a firm commitment offering of 150,000,000 shares ("Firm Shares") of common stock of the Company, $1.00 par value per share ("Common Stock"), sold by the Company at a public offering price of $4.00 per share ($3.81 per share, net of underwriting discounts). In addition, pursuant to the terms of the Underwriting Agreement, the Company has granted the Underwriters a 30-day option to purchase up to 22,500,000 additional shares of Common Stock (the "Option Shares"; the Firm Shares and the Option Shares are referred to herein as the "Shares") to cover over-allotments, if any. The Company has made certain customary representations, warranties and covenants in the Underwriting Agreement concerning the Company and the Registration Statement related to the offering of the Shares (the "Registration Statement"). The Company also has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Form 8-K and is incorporated by reference herein. Item 9.01 Financial Statements and Exhibits
The following exhibits are filed with this Form 8-K pursuant to Item 601 of the Securities and Exchange Commission's (the "Commission") Regulation S-K in lieu of filing the otherwise required exhibits to the Registration Statement. This Form 8-K is incorporated by reference into the Registration Statement and, as such, the Company is filing the following exhibits to cause them to be incorporated by reference into the Registration Statement as exhibits thereto. By filing this Form 8-K, and the exhibits hereto, however, the Company does not believe that any of the information set forth herein or the exhibits hereto represent, either individually or in the aggregate, a "fundamental change" (as such term is used in Item 512(a)(1)(ii) of the Commission's Regulation S-K) in the information set forth in, and incorporated by reference into, the Registration Statement.
(d) Exhibits
Exhibit No. Description
1.1 Underwriting Agreement dated September 16, 2009 by and between the
Company and J.P. Morgan Securities Inc., as representative of the several
underwriters named in the agreement
5.1 Opinion of Alana L. Griffin, Deputy General Counsel of the Company,
regarding validity of the Shares
99.1 Other Expenses of Issuance and Distribution (as required by Item 14
of Part II of Form S-3)
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.
Dated: September 22, 2009 By: /s/ Samuel F. Hatcher Samuel F. Hatcher Executive Vice President, General Counsel and Secretary
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