8-K

UNITED STATES

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 3, 2016 (October 1, 2016)

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:

☐ 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 October 3, 2016, Synovus Financial Corp. (the “Company”) issued a press release announcing the closing of its previously announced acquisition of Entaire Global Companies, Inc., an Atlanta-based specialty financial services company, on October 1, 2016.

Pursuant to General Instruction F to Current Report on Form 8-K, the press release attached to this Current Report as Exhibit 99.1 is 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 filed as Exhibit 99.1 to, and incorporated in, this Current Report, is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that Section. The information in Exhibit 99.1 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 of 1933, as amended, 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 of Exhibit
5.1	Opinion of Alston & Bird LLP, counsel to the Company.
99.1	Press Release, dated October 3, 2016, announcing closing of acquisition of Entaire Global Companies, Inc.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SYNOVUS FINANCIAL CORP.
By:	/s/ Allan E. Kamensky
	Name: Allan E. Kamensky Title: Executive Vice President, General Counsel and Secretary

Dated: October 3, 2016

Exhibit No.	Description of Exhibit
5.1	Opinion of Alston & Bird LLP, counsel to the Company.
99.1	Press Release, dated October 3, 2016, announcing closing of acquisition of Entaire Global Companies, Inc.

EX-5.1

Exhibit 5.1

One Atlantic Center

1201 West Peachtree Street

Atlanta, GA 30309-3424

404-881-7000

Fax: 404-253-8131

www.alston.com

October 3, 2016

Board of Directors

Synovus Financial Corp.

1111 Bay Avenue

Suite 500

Columbus, Georgia 31901

Re: Synovus Financial Corp. – Registration Statement on Form S-3 (No. 333-212916)

Ladies and Gentlemen:

We have acted as counsel to Synovus Financial Corp., a Georgia corporation (the “Company”). This opinion is being rendered on behalf of the Company in connection with the Company’s Registration Statement on Form S-3 (No. 333-212916) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”).

This opinion is being furnished pursuant to Item 16 of Form S-3 and Item 601(b)(5) of Regulation S-K under the Securities Act in connection with the registration of 820,957 shares of common stock, par value $1.00 per share (the “Selling Shareholder Shares”) of the Company, held by certain selling shareholders (the “Selling Shareholders”) described in the prospectus supplement, dated October 3, 2016 (the “Prospectus Supplement”), to the Company’s prospectus, dated August 4, 2016 (the “Prospectus”), included in the Registration Statement for resale.

We have examined the articles of incorporation and bylaws of the Company, records of proceedings of the Board of Directors, or committees thereof, and the Prospectus Supplement, the Prospectus and the Registration Statement. We also have made such further legal and factual examinations and investigations as we deemed necessary for purposes of expressing the opinion set forth herein. In our examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as original documents and the conformity to original documents submitted to us as certified, conformed, facsimile, electronic or photostatic copies.

As to certain factual matters relevant to this opinion letter, we have relied conclusively upon originals or copies, certified or otherwise identified to our satisfaction, of such records, agreements, documents and instruments, including certificates or comparable documents of officers of the Company and of public officials, as we have deemed appropriate as a basis for the opinion hereinafter set forth. Except to the extent expressly set forth herein, we have made no

Atlanta • Beijing • Brussels • Charlotte • Dallas • Los Angeles • New York • Research Triangle • Silicon Valley • Washington, D.C.

October 3, 2016

Page 2

independent investigations with regard to matters of fact, and, accordingly, we do not express any opinion as to matters that might have been disclosed by independent verification.

Our opinion set forth below is limited to the laws of the State of Georgia and federal laws of the United States of America to the extent referred to specifically herein. We do not express any opinion herein concerning any other laws.

This opinion letter is provided for your use solely in connection with the registration of the Selling Shareholder Shares and may not be used, circulated, quoted or otherwise relied upon for any other purpose without our express written consent. Our opinion is limited to the matters expressly stated below and no opinion may be implied or inferred beyond such opinion. Our opinion expressed herein is as of the date hereof, and we undertake no obligation to advise you of any changes in applicable law or any other matters that may come to our attention after the date hereof that may affect our opinion expressed herein.

Based upon the foregoing and subject to the limitations, qualifications, exceptions and assumptions set forth herein, it is our opinion that the Selling Shareholder Shares are validly issued, fully paid and non-assessable.

We consent to the filing of this opinion letter as exhibit 5.1 to the Registration Statement and to the use of our name under the heading “Legal Matters” in the Prospectus constituting a part thereof. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Very truly yours,
By:	/s/ Alston & Bird LLP

EX-99.1

Exhibit 99.1

For Immediate Release

Contact:    Lee Underwood

External Communications

(706) 644-0528

Synovus Announces Closing of Acquisition of Entaire Global Companies, Inc.

COLUMBUS, Ga., OCTOBER 3, 2016 — Synovus Financial Corp. (NYSE: SNV) today announced the completion of its acquisition of Entaire Global Companies, Inc. (“Entaire”), an Atlanta-based specialty financial services company.

Under the terms of the agreement, Synovus acquired Entaire for an up-front payment of $30 million in common stock and cash, with potential additional payments to Entaire’s stockholders over the next three to five years based on Entaire’s earnings.

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

Entaire’s business operations will be fully integrated by the end of the year.

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, 250 branches, and 332 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.