8-K

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

November 3, 2009
Date of Report
(Date of Earliest Event Reported)

Synovus Financial Corp.

(Exact Name of Registrant as Specified in its Charter)

Georgia	1-10312	58-1134883
(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) 649-2311
(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:

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

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

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

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

Item 3.02 Unregistered Sale of Equity Securities

     On November 3, 2009, Synovus accepted for exchange $29,820,000 in aggregate principal amount of its outstanding 4.875% Subordinated Notes Due 2013 (the “Tendered Notes”) pursuant to its offer to exchange up to 50 million newly issued shares of its common stock for any and all of its outstanding 4.875% Subordinated Notes Due 2013 (the “Exchange Offer”). Pursuant the terms of the Exchange Offer, Synovus issued 9,444,161 shares of its common stock (the “Exchanged Shares”) as consideration for the Tendered Notes on November 4, 2009, the settlement date of the Exchange Offer. The Exchanged Shares were issued in a transaction that was not registered under the Securities Act of 1933, as amended (the “Act”), in reliance upon an exemption from registration provided under Section 3(a)(9) of the Act.

Item 8.01 Other Events

      On November 3, 2009, Synovus issued a press release announcing the final results of its Exchange Offer. A copy of the press release is attached to this Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
	99.1	Press Release, dated November 3, 2009.

2

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. (“Synovus”)
Dated: November 6, 2009	By:	/s/ Samuel F. Hatcher
		Samuel F. Hatcher
		Executive Vice President, General Counsel and Secretary

3

EX-99.1

Exhibit 99.1

For Immediate Release
Contact:	Patrick A. Reynolds
	Director of Investor Relations
	(706) 649-4973

Synovus Announces Results of Exchange Offer

November 3, 2009 - Synovus Financial Corp. (NYSE: SNV) (the “Company”) today announced the results of its previously announced offer to exchange (the “Exchange Offer”) up to 50 million newly issued shares of the Company’s common stock for any and all of its outstanding 4.875% Subordinated Notes Due 2013 (the “Notes”).

According to information provided by the exchange agent for the Exchange Offer, BNY Mellon Shareowner Services, approximately $29,820,000 in aggregate principal amount of the Notes, representing approximately 12.6% of the $236,570,000 aggregate principal amount of the Notes outstanding prior to the Exchange Offer, has been validly tendered and not withdrawn in the Exchange Offer. The Company has accepted all of the Notes validly tendered and not withdrawn and, pursuant to the terms of the Exchange Offer, will issue approximately 9.44 million shares of the Company’s common stock as consideration for the Notes. Following the settlement of the Exchange Offer, approximately $206,750,000 in aggregate principal amount of the Notes will remain outstanding.

The Exchange Offer expired at 11:59 P.M. (New York City time) on November 2, 2009. The Company expects the settlement of the Exchange Offer to occur on November 5, 2009.

J.P. Morgan Securities Inc. acted as the Company’s sole financial advisor in connection with the Exchange Offer. J.P. Morgan Securities Inc. was not retained to, and did not, solicit acceptances of the Exchange Offer or make any recommendations to holders with respect thereto.

About Synovus

Synovus is a financial services holding company with approximately $35 billion in assets based in Columbus, Georgia. Synovus provides commercial and retail banking, as well as investment services, to customers through 30 banks, 328 offices, and 463 ATMs in Georgia, Alabama, South Carolina, Florida and Tennessee. The company focuses on its unique decentralized customer delivery model, position in high-growth Southeast markets and commitment to being a great place to work to ensure unparalleled customer experiences. See Synovus on the Web at www.synovus.com.