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

August 18, 2016

Date of Report

(Date of Earliest Event Reported)

Synovus Financial Corp.

(Exact Name of Registrant as Specified in its Charter)

Georgia (State of Incorporation) 1-10312 (Commission File Number) 58-1134883 (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:

¨   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))

Item 7.01    Regulation FD Disclosure

On August 18, 2016, the Company issued a press release announcing its entry into a definitive agreement to acquire Entaire Global Companies, Inc., an Atlanta-based specialty financial services company.

Pursuant to General Instruction F to Current Report on Form 8-K, the press release and supplemental information for use with the press release are attached to this Current Report as Exhibits 99.1 and Exhibit 99.2, respectively, and incorporated into this Item 7.01 by reference. The information contained in this Item 7.01, including the information set forth in the press release and supplemental information filed as Exhibit 99.1 and Exhibit 99.2 to, and incorporated in, this Current Report, is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that Section. The information in Exhibit 99.1 and Exhibit 99.2 furnished pursuant to this Item 7.01 shall not be incorporated by reference into any registration statement or other documents pursuant to the Securities Act or into any filing or other document pursuant to the Exchange Act except as otherwise expressly stated in any such filing.

Item 9.01    Financial Statements and Exhibits

(d)   Exhibits

Exhibit No.	Description
99.1	Synovus press release dated August 18, 2016
99.2	Supplemental Information prepared for use with the press release

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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:  August 18, 2016	By:	/s/ Allan E. Kamensky
		Allan E. Kamensky
		Executive Vice President,     General Counsel and Secretary

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EX-99.1

Exhibit 99.1

For Immediate Release

Contact: Lee Underwood External Communications (706) 644-0528

Synovus to Acquire Entaire Global Companies, Inc.

COLUMBUS, GA, AUGUST 18, 2016 — Synovus Financial Corp. (NYSE: SNV) today announced a definitive agreement to acquire Entaire Global Companies, Inc. (“Entaire”), an Atlanta-based specialty financial services company.

Entaire is a private life insurance premium finance lender providing fully collateralized, non-mortality-based loans to commercial borrowers through its principal subsidiary, Global One. Entaire lends primarily to small businesses, with all loans collateralized by cash value life insurance policies issued by investment grade insurance companies.

“The addition of Entaire aligns well with our strategy for building balance sheet strength and further diversifying our loan portfolio,” said Kessel D. Stelling, chairman and CEO of Synovus. “We are excited about the solid growth potential Entaire provides, and about the combining of our similar cultures that are deeply rooted in service to customers, team members, and communities. We look forward to welcoming the Entaire team into the Synovus family.”

“Synovus’ financial strength and its legacy of personal service make it an ideal partner for Entaire and Global One,” said Jonathan D. Rosen, chairman and CEO of Entaire. “We are pleased to be joining the company and look forward to making a significant contribution to its future. We are also excited that this partnership will allow us not only to continue offering the same great products and services, but also to benefit from Synovus’ strong culture and talent.”

The anticipated benefits of the transaction to Synovus include:

● A locally-based, nationwide specialty lending team with significant industry experience;

● A business that provides an attractive risk return profile and adds diversity to the company’s loan portfolio;

● An opportunity to deploy capital into a growing market segment without impacting the company’s existing capital plan, which was announced in October 2015; and

● Projected immediate accretion to EPS, ROE, and ROA^(1), with minimal dilution to tangible book value per share.

Under the terms of the agreement, Synovus will acquire Entaire for an up-front payment of $30 million in common stock and cash, with additional payments to Entaire’s stockholders over the next three to five years based on Entaire’s earnings. Entaire’s key management has signed long-term employment agreements with Synovus. The transaction is expected to close in the beginning of the fourth quarter of 2016, subject to customary closing conditions, including approval of Entaire stockholders. A fact sheet on the transaction is attached to this press release.

Barclays Capital served as financial advisor to Synovus in this transaction.

⁽¹⁾ Accretion excludes merger-related costs expected to occur in 4Q2016.

Synovus Financial Corp. is a financial services company based in Columbus, Georgia, with approximately $29 billion in assets. Synovus provides commercial and retail banking, investment, and mortgage services to customers through 28 locally-branded divisions, 253 branches, and 335 ATMs in Georgia, Alabama, South Carolina, Florida, and Tennessee. Synovus Bank, a wholly owned subsidiary of Synovus, was recognized as one of America’s Most Reputable Banks by American Banker and the Reputation Institute in 2015 and 2016. Synovus is on the web at synovus.com, on Twitter @synovus, and on LinkedIn at http://linkedin.com/company/synovus.

Entaire Global Companies, Inc. a privately held, diversified financial services holding company specializing in asset-based lending, is headquartered in Dunwoody, Georgia. Entaire, through its subsidiaries, originates, structures, and services insurance-backed loans to a diverse base of corporate clients. Entaire’s affiliations with leading domestic and international financial institutions, and its rapid growth trajectory distinguish it as a leading independent provider of life insurance-based premium financing in the U.S. market. Entaire is on the web at www.entaire.com.

Forward-Looking Statements

This press release and certain of our other filings with the Securities and Exchange Commission contain statements that constitute “forward-looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are forward-looking statements. You can identify these forward-looking statements through Synovus’ use of words such as “believes,” “anticipates,” “expects,” “may,” “will,” “assumes,” “should,” “predicts,” “could,” “would,” “intends,” “targets,” “estimates,” “projects,” “plans,” “potential” and other similar words and expressions of the future or otherwise regarding the outlook for Synovus’ future business and financial performance and/or the performance of the banking industry and economy in general. These forward-looking statements include, among others, our expectations regarding the impact of the foregoing transaction to earnings per share, return on equity, return on assets, dilution to tangible book value, internal rates of return and the projected earnback; our expectations on loan growth, growth strategy and future profitability; our expectations regarding the closing of the foregoing transaction, the benefits of the proposed transaction and the assumptions underlying our expectations. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve known and unknown risks and uncertainties which may cause the actual results, performance or achievements of Synovus to be materially different from the future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are based on the information known to, and current beliefs and expectations of, Synovus’ management and are subject to significant risks and uncertainties. Actual results may differ materially from those contemplated by such forward-looking statements. A number of factors could cause actual results to differ materially from those contemplated by the forward-looking statements in this press release. Many of these factors are beyond Synovus’ ability to control or predict.

These forward-looking statements are based upon information presently known to Synovus’ management and are inherently subjective, uncertain and subject to change due to any number of risks and uncertainties, including, without limitation, the risk that the closing conditions to the proposed transaction may not be satisfied, the length of time necessary to consummate the proposed transaction, difficulties and delays in integrating the Entaire business, the risk that the benefits from the proposed transaction may not be fully realized or may take longer than expected to be realized, business disruption following the proposed transaction, inability to retain key employees following the proposed transaction, the diversion of management’s attention as a result of the proposed transaction and the risks and other factors set forth in Synovus’ filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2015 under the captions “Cautionary Notice Regarding Forward-Looking Statements” and “Risk Factors” and in Synovus’ quarterly reports on Form 10-Q and current reports on Form 8-K. We believe these forward-looking statements are reasonable; however, undue reliance should not be placed on any forward-looking statements, which are based on current expectations and speak only as of the date that they are made. We do not assume any obligation to update any forward-looking statements as a result of new information, future developments or otherwise, except as otherwise may be required by law.

EX-99.2

Exhibit 99.2

Source: Entaire. Portfolio data as of July 31, 2016.* Commitments typically fund over six years as insurance policy premiums are dueOverview of Entaire Global CompaniesLife Insurance Premium Finance CompanyLoan Portfolio$0$375$750$1,125$1,500Funded Portfolio Total Portfolio$891$545FundedUnfunded* Entaire Global Companies, Inc. is a private, Atlanta-based, national lifeinsurance premium lender founded in 2001- Subsidiaries Global One and Global Financial Distributors originate,design, support, fund, and service life insurance premium finance loans Fewer than 25 employees Loans fund life insurance premiums and annuities Borrowers are mostly small businesses (C&I) or irrevocable life insurancetrusts 100% collateralized by cash value of underlying policies and other liquidcollateral Existing portfolio of $891 million as of July 31, 2016 Loans outstanding of $346 million and unfunded loan commitments of $545 million Prior three year’s average of annual originations has been approximately$250 million Primarily LIBOR-based, variable rate loans Typically 10-year term High-quality collateral, investment grade insurance companies Zero principal losses to-dateEmbedded Growth in Existing PortfolioAdditional growth to be driven byexisting portfolio and new originations($ in millions)$346$3461

Existing portfolio of $891 million as of July 31, 2016

Loans outstanding of $346 million and unfunded loan commitments of $545 million

Acquisition: Entaire Global Companies On August 18, Synovus announced that it has entered into an agreement to acquire Entaire Global Companies, Inc., an Atlanta-based lifeinsurance premium finance lender Entaire lends primarily to small businesses with all loans collateralized by cash value life insurance policies issued by investment gradeinsurance companies– Loans fund life insurance premiums– Quality, liquid collateral – no principal losses since inception in 2001 Existing portfolio of $891 million (consisting of $346 million in funded loans and $545 million in unfunded commitments); commitmentstypically funding over six years as insurance policy premiums are due Close expected in Q4 2016 Up-front consideration of $30 million with the right to future payments based on contributed earnings over a three- to five-year earnoutperiod Approximately 82.5% stock / 17.5% cash consideration Earnings accretion expected to accelerate as portfolio funds, providing $0.02 of accretion in 2017 and $0.03 of accretion in 2018, withcontinued growth thereafter Approximately 1% dilutive to tangible book value per share with earnback occurring in approximately four years using the crossover method 25%+ IRR Projections above do not include benefit of revenue synergies– Opportunity for cross-selling with current Synovus high net-worth and small to medium business clientsTransactionOverviewStrategicallyCompellingConsiderationFinancial Impact Adds a locally-based, nationwide specialty lending team with significant industry expertise and a leading brand in a highly fragmentedmarket Attractive risk / return profile with variable-rate loans; adds diversity to loan portfolio Opportunity to deploy capital into a growing platform without impacting the capital plan announced in October 2015 Accretive to ROE / ROA Atlanta-based team and cultural alignment limit risk and will support smooth transition Key management have signed long-term employment contracts2

Estimated to generate greater than 1.5% ROA

Immediately accretive to earnings*

Earnings accretion expected to accelerate as portfolio funds

*Excluding merger-related costs expected to occur in 4Q 2016

Forward-Looking StatementsThis slide presentation and certain of our other filings with the Securities and Exchange Commission contain statements that constitute “forward-lookingstatements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of theSecurities Exchange Act of 1934, as amended. All statements other than statements of historical fact are forward-looking statements. You can identifythese forward-looking statements through Synovus’ use of words such as “believes,” “anticipates,” “expects,” “may,” “will,” “assumes,” “should,”“predicts,” “could,” “would,” “intends,” “targets,” “estimates,” “projects,” “plans,” “potential” and other similar words and expressions of the futureor otherwise regarding the outlook for Synovus’ future business and financial performance and/or the performance of the banking industry andeconomy in general. These forward-looking statements include, among others, our expectations regarding the impact of the foregoing transaction toearnings per share, return on equity, return on assets, dilution to tangible book value, internal rates of return and the projected earnback; ourexpectations on loan growth, growth strategy and future profitability, our expectations regarding the closing of the foregoing transaction, the benefits ofthe proposed transaction and the assumptions underlying our expectations. Prospective investors are cautioned that any such forward-lookingstatements are not guarantees of future performance and involve known and unknown risks and uncertainties which may cause the actual results,performance or achievements of Synovus to be materially different from the future results, performance or achievements expressed or implied by suchforward-looking statements. Forward-looking statements are based on the information known to, and current beliefs and expectations of, Synovus’management and are subject to significant risks and uncertainties. Actual results may differ materially from those contemplated by such forward-lookingstatements. A number of factors could cause actual results to differ materially from those contemplated by the forward-looking statements in this pressrelease. Many of these factors are beyond Synovus’ ability to control or predict.These forward-looking statements are based upon information presently known to Synovus’ management and are inherently subjective, uncertain andsubject to change due to any number of risks and uncertainties, including, without limitation, the risk that the closing conditions to the proposedtransaction may not be satisfied, the length of time necessary to consummate the proposed transaction, difficulties and delays in integrating the Entairebusiness, the risk that the benefits from the proposed transaction may not be fully realized or may take longer than expected to be realized, businessdisruption following the proposed transaction, inability to retain key employees following the proposed transaction, the diversion of management’sattention as a result of the proposed transaction and the risks and other factors set forth in Synovus’ filings with the Securities and ExchangeCommission, including its Annual Report on Form 10-K for the year ended December 31, 2015 under the captions “Cautionary Notice RegardingForward-Looking Statements” and “Risk Factors” and in Synovus’ quarterly reports on Form 10-Q and current reports on Form 8-K. We believe theseforward-looking statements are reasonable; however, undue reliance should not be placed on any forward-looking statements, which are based oncurrent expectations and speak only as of the date that they are made. We do not assume any obligation to update any forward-looking statements as aresult of new information, future developments or otherwise, except as otherwise may be required by law.3