Equity

12 Months Ended

Dec. 31, 2012

Stockholders' Equity Note [Abstract]

Equity

Equity and Accumulated Other Comprehensive Income (Loss)

The following table shows the change in Preferred and Common Stock issued and common shares held as treasury shares for the three years ended December 31, 2012.

(shares in thousands)	Preferred Stock Issued	Common Stock Issued		Treasury Stock Held
Balance at December 31, 2009	968	495,514		5,686
Issuance (forfeitures) of non-vested stock, net	—	(9	)	—
Restricted share unit activity	—	44		—
Stock options exercised	—	1		—
Treasury shares purchased	—	—		7
Issuance of common stock	—	293,250		—
Settlement of prepaid common stock purchase    contracts	—	2,156		—
Balance at December 31, 2010	968	790,956		5,693
Issuance (forfeitures) of non-vested stock, net	—	(1	)	—
Restricted share unit activity	—	19		—
Settlement of prepaid common stock purchase contracts	—	15		—
Balance at December 31, 2011	968	790,989		5,693
Restricted share unit activity	—	1,284		—
Balance at December 31, 2012	968	792,273		5,693

Series A Preferred Stock

On December 19, 2008, Synovus issued to the Treasury 967,870 shares of Synovus’ Series A Preferred Stock, having a liquidation amount per share equal to $1,000, for a total price of $967,870,000. The Series A Preferred Stock pays cumulative dividends at a rate of 5% per year for the first five years and thereafter at a rate of 9% per year. Synovus may, at its option, with the consent of the Federal Reserve Board, redeem, in whole or in part, the Series A Preferred Stock at the liquidation amount per share plus accrued and unpaid dividends. The Series A Preferred Stock is generally non-voting. However, if Synovus fails to pay dividends on the Series A Preferred Stock for an aggregate of six quarterly periods, whether or not consecutive, the number of authorized directors will be increased by two and the holders of the Series A Preferred Stock shall have the right to elect two directors. A consequence of the Series A Preferred Stock purchase includes certain restrictions on executive compensation that could limit the tax deductibility of compensation that Synovus pays to executive management.

As part of its purchase of the Series A Preferred Stock, Synovus issued the Treasury a Warrant. The Warrant provides for the adjustment of the exercise price and the number of shares of Synovus Common Stock issuable upon exercise pursuant to customary anti-dilution provisions, such as upon stock splits or distributions of securities or other assets to holders of Synovus Common Stock, and upon certain issuances of Synovus Common Stock at or below a specified price relative to the initial exercise price. The Warrant expires on December 19, 2018. Pursuant to the Securities Purchase Agreement, the Treasury has agreed not to exercise voting power with respect to any shares of Common Stock issued upon exercise of the Warrant.

The offer and sale of the Series A Preferred Stock and the Warrant were effected without registration under the Securities Act in reliance on the exemption from registration under Section 4(2) of the Securities Act. Synovus has allocated the total proceeds received from the United States Department of the Treasury based on the relative fair values of the Series A Preferred Stock and the Warrants. This allocation resulted in the Series A Preferred Stock and the Warrant being initially recorded at amounts that are less than their respective fair values at the issuance date.

The $48.5 million discount on the Series A Preferred Stock is being accreted using a constant effective yield over the five-year period preceding the 9% perpetual dividend. Synovus records increases in the carrying amount of the preferred shares resulting from accretion of the discount by charges against additional paid-in capital.

Common Stock

On September 22, 2009, Synovus completed a public offering of 150,000,000 shares of Synovus’ $1.00 par value Common Stock at a price of $4.00 per share, generating proceeds of $570.9 million, net of issuance costs.

On May 4, 2010, Synovus completed a public offering of 293,250,000 shares of Synovus Common Stock at a price of $2.75 per share, generating proceeds of $769.1 million, net of issuance costs.

tMEDS

On May 4, 2010, Synovus completed a public offering of 13,800,000 tMEDS with a stated value of $25.00 per unit. Each tMEDS unit consists of a prepaid common stock purchase contract and a junior subordinated amortizing note due May 15, 2013. The prepaid common stock purchase contracts have been recorded as additional paid-in capital (a component of shareholders’ equity), net of issuance costs, and the junior subordinated amortizing notes have been recorded as long-term debt. Issuance costs associated with the debt component were recorded as a prepaid expense which is being amortized on a straight-line basis over the term of the instrument to May 15, 2013. Synovus allocated the proceeds from the issuance of the tMEDS to equity and debt based on the relative fair values of the respective components of each tMEDS unit. The aggregate values assigned to each component of the tMEDS offering are as follows:

(in thousands, except per unit amounts)	Equity Component		Debt Component	tMEDS Total
Units issued (1)	13,800		13,800	13,800
Unit price	$	19.901803	5.098197	25.00
Gross proceeds	274,645		70,355	345,000
Issuance costs	9,081		2,342	11,423
Net proceeds	$	265,564	68,013	333,577
Impact on Consolidated Balance Sheet:
Other assets (prepaid issuance costs)	$	—	2,342	2,342
Long-term debt	—		70,355	70,355
Additional paid-in capital	265,564		—	265,564

⁽¹⁾  There are two components of each tMEDS unit; therefore, there are 13.8 million units of the equity component, 13.8 million units of the debt component, and 13.8 million units of tMEDS, which includes both the debt and equity components.

The fair value of the debt component was determined using a discounted cash flow model using the following assumptions: (1) quarterly cash payments of 2.0625%; (2) a maturity date of May 15, 2013; and (3) an assumed discount rate of 10%. The discount rate used for estimating the fair value was determined by obtaining yields for comparably-rated issuers trading in the market, considering the market yield of existing Synovus subordinated debt, the credit rating of Synovus, as well as the junior nature of the new debt. The debt component was recorded at fair value, and the discount is being amortized using the level yield method over the term of the instrument to the settlement date of May 15, 2013.

The fair value of the equity component was determined using a Black-Scholes valuation model using the following weighted-average assumptions: (1) risk-free interest rate of 1.77%; (2) expected stock price volatility of 60%; (c) dividend yield of 1.45%; and (4) term of 3.03 years.

Each junior subordinated amortizing note, which had an initial principal amount of $5.098197, is bearing interest at 13.00% per annum, and has a scheduled final installment payment date of May 15, 2013. On each February 15, May 15, August 15, and November 15, which began on August 15, 2010, Synovus pays equal quarterly installments of $0.515625 on each amortizing note. Each payment constitutes a payment of interest and a partial repayment of principal.

Each prepaid common stock purchase contract will automatically settle on May 15, 2013 and Synovus will deliver not more than 9.0909 shares and not less than 7.5758 shares of its Common Stock based on the applicable market value (the average of the volume weighted average price of Synovus Common Stock for the twenty (20) consecutive trading days immediately preceding May 15, 2013) as follows:

Applicable Market Value of Synovus Common Stock	Settlement Rate
Less than or equal to $2.75	9.0909
Between $2.75 and $3.30	Number of shares equal to $25, divided by the applicable market price
Greater than or equal to $3.30	7.5758

At any time prior to the third business day immediately preceding May 15, 2013, the holder may settle the purchase contract early and receive 7.5758 shares of Synovus Common Stock. Upon settlement, an amount equal to $1.00 per common share issued will be reclassified from additional paid-in capital to Common Stock. As of December 31, 2012, approximately 286,600 tMEDS units have been settled which resulted in the issuance of 2,171,222 shares of common stock.

Activity within the balances in accumulated other comprehensive income (loss) is shown in the following table for the three years ended December 31, 2012.

(in thousands)	Unrealized gains (losses) on cash flow hedges			Unrealized gains (losses) on investment securities available for sale		Post-retirement unfunded health benefit		Accumulated other comprehensive income (loss)
2010
Beginning of year	$	19,242		67,084		(1,520	)	84,806
Period change, net of tax*	(20,450		)	(8,718	)	1,520		(27,648	)
Balance at December 31, 2010	(1,208		)	58,366		—		57,158
2011
Beginning of year	(1,208		)	58,366		—		57,158
Period change, net of tax*	(11,316		)	(24,749	)	—		(36,065	)
Balance at December 31, 2011	(12,524		)	33,617		—		21,093
2012
Beginning of year	(12,524		)	33,617		—		21,093
Period change, net of tax	(849		)	(16,506	)	363		(16,992	)
Balance at December 31, 2012	$	(13,373	)	17,111		363		4,101

^*In accordance with ASC 740-20-45-11(b), the deferred tax asset valuation allowance associated with unrealized gains and losses not recognized in income is charged directly to other comprehensive income (loss).