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Visa Shares and Related Agreement
6 Months Ended
Jun. 30, 2012
Visa Shares and Related Agreement [Abstract]  
Visa Shares and Related Agreement
Visa Shares and Related Agreement
Synovus is a member of the Visa USA network and received shares of Visa Class B common stock in exchange for its membership interest in Visa USA in conjunction with the public offering by the Visa IPO in 2008. Visa members have indemnification obligations with respect to the Covered Litigation. Visa Class B shares are subject to certain restrictions until March 25, 2011 or settlement of the Covered Litigation. As of June 30, 2012, all of the Covered Litigation had not been settled. Visa has established a litigation escrow to fund settlement of the Covered Litigation. The litigation escrow is funded by proceeds from Visa's conversion of Class B shares.
The Visa IPO was completed in March 2008. Immediately following completion of the Visa IPO in March 2008, Visa redeemed a portion of the Class B shares of its common stock held by Visa members. Synovus recognized a pre-tax gain of $38.5 million on redemption of a portion of its Visa Class B shares. During 2008 and 2009, Synovus reduced its contingent liability for its indemnification obligation upon events of Visa's funding of litigation escrow through conversion of Class B shares as described above.
In November 2009, Synovus sold its remaining Visa Class B shares to another Visa USA member financial institution for $51.9 million and recognized a gain on sale of $51.9 million. In conjunction with the sale, Synovus entered into a derivative contract with the purchaser which provides for settlements between the parties based upon a change in the ratio for conversion of Visa Class B shares to Visa Class A shares. The fair value of the derivative liability of $3.1 million and $9.1 million, at June 30, 2012 and December 31, 2011, respectively, is based on an estimate of Visa's exposure to liability based upon probability-weighted potential outcomes of the Covered Litigation, and with respect to June 30, 2012 includes the present value of estimated future fees payable to the derivative counterparty.
The conversion rate from Visa Class B to Visa Class A shares changed in February 2012 in conjunction with Visa's $1.57 billion deposit to the litigation escrow in December 2011. Synovus paid a settlement of $9.9 million to the derivative counterparty in connection with the conversion rate change in the first quarter of 2012. During the six and three months ended June 30, 2012, Synovus increased the fair value of its derivative liability by $4.2 million and $1.7 million, respectively, and recognized a corresponding indemnification charge to earnings of $4.7 million and $1.7 million, respectively. For the six months ended June 30, 2012, the $4.7 million indemnification charges included the $4.2 million increase in the fair value of the derivative liability and $466 thousand of fees payable to the derivative counterparty.
    On July 13, 2012, Visa announced that it had signed a memorandum of understanding with the class plaintiffs in the multi-district interchange litigation, and that Visa's share of the proposed $6.6 billion in settlement payments would represent approximately $4.4 billion. This announcement was factored into the fair value determination as of June 30, 2012 using the probability model described in Note 7. Management believes that the estimate of Synovus' exposure to the Visa Indemnification and fees associated with the Visa Derivative is adequate based on current information, including Visa's recent announcement. However, future developments in the litigation could require potentially significant changes to Synovus' estimate.