Synovus Announces Offer to Purchase up to $100M Aggregate Principal Amount of its 5.125% Subordinated Notes due 2017

Staff Report From Columbus CEO

Monday, January 4th, 2016

Synovus Financial Corp. announced today that it has commenced a cash tender offer to purchase up to $100 million aggregate principal amount (the “Maximum Tender Amount”) of its outstanding 5.125% Subordinated Notes due June 15, 2017 (the “2017 notes”). Approximately $403.3 million in aggregate principal amount of the 2017 notes is outstanding.

The tender offer will commence on December 23, 2015, and expire at 11:59 p.m. (New York City time) on January 22, 2016, unless the tender offer is earlier terminated or extended (as may be extended, the “Expiration Time”). The tender offer is being made exclusively pursuant to an offer to purchase dated December 23, 2015 (the “Offer to Purchase”) and related letter of transmittal (the “Letter of Transmittal”), which set forth the terms and conditions of the tender offer.

Holders of 2017 notes who validly tender (and do not validly withdraw) their 2017 notes at or before 5:00 p.m. (New York City time) on January 7, 2016 (as may be extended, the “Early Tender Time”) will be eligible to receive consideration equal to $1,042.50 per $1,000 principal amount of the 2017 notes tendered, which includes an early tender payment of $30.00 per $1,000 principal amount of the 2017 notes. Holders who tender their 2017 notes after the Early Tender Time but at or before the Expiration Time will be eligible to receive $1,012.50 per $1,000 principal amount of the 2017 notes tendered, namely the total consideration less the early tender payment. In addition to the applicable consideration, all holders of 2017 notes accepted for purchase will receive accrued and unpaid interest on such 2017 notes from the last interest payment date to, but not including, the date such 2017 notes are purchased in the tender offer.

Tendered 2017 notes may be validly withdrawn at or before 5:00 p.m. (New York City time) on January 7, 2016 (as may be extended, the “Withdrawal Deadline”), but not thereafter, except as may be required by law.