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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

October 29, 2020
Date of Report
(Date of Earliest Event Reported)

Synovus Financial Corp.
(Exact Name of Registrant as Specified in its Charter)

Georgia1-1031258-1134883
(State 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) 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:

        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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, $1.00 Par Value
SNV
New York Stock Exchange
Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D
SNV-PrD
New York Stock Exchange
Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series E
SNV-PrE
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

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 October 29, 2020, Synovus Bank (the “Bank”), a wholly-owned subsidiary of Synovus Financial Corp. (the “Company”), issued $200 million aggregate principal amount of its 4.000% Fixed-to-Fixed Rate Subordinated Bank Notes due 2030 (the “Subordinated Notes”). The Subordinated Notes were issued in an offering exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”).

The Subordinated Notes were issued under that certain Issuing, Calculation and Paying Agency Agreement, dated as of October 29, 2020, by and between the Bank and The Bank of New York Mellon Trust Company, N.A., as agent. Subject to any redemption prior to October 29, 2030, the Subordinated Notes will bear interest (i) from and including October 29, 2020, to, but excluding, October 29, 2025, at a fixed rate of 4.000% per annum and (ii) from and including October 29, 2025, to but excluding October 29, 2030, at a fixed rate that will be the Five-year U.S. Treasury Rate as of the day falling two business days prior to October 29, 2025, plus 3.625% per annum. The Subordinated Notes were sold at par resulting in net proceeds, after underwriting commissions and other estimated offering expenses, of approximately $197.5 million. The Bank intends to use the net proceeds from the sale of the Subordinated Notes for general corporate purposes which may include capital to support asset growth and reducing long-term borrowings, including financing the potential redemption of the Company’s 5.75% Fixed-to-Floating Rate Subordinated Notes due 2025.

The foregoing description of the Subordinated Notes does not purport to be complete and is qualified in its entirety by reference to the full text of the Subordinated Note, which is attached hereto as Exhibit 4.1 to this Current Report on Form 8-K, and is incorporated by reference herein.

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 and the full text of the Subordinated Note, which is attached hereto as Exhibit 4.1, is incorporated by reference into this Item 2.03.

Item 9.01Financial Statements and Exhibits.
Exhibit No.
  Description of Exhibit
4.1






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: October 29, 2020
By: /s/ Allan E. Kamensky
Name: Allan E. Kamensky
Title: Executive Vice President and General Counsel