Market Overview

Synovus to Acquire FCB Financial Holdings, Inc. for $2.9 Billion


Creates Premier Southeast Regional Bank with $36 Billion in Deposits
and $44 Billion in Assets

Synovus Financial Corp. (NYSE:SNV) and FCB Financial Holdings, Inc.
(NYSE:FCB) today jointly announced their entry into a definitive merger
agreement under which Synovus will acquire FCB Financial Holdings, Inc.,
owner of Florida Community Bank (FCB), Florida's largest community bank.
With the addition of FCB, Synovus will become a top five regional bank
by deposits in the Southeast region with pro forma $36 billion in
deposits and $44 billion in assets. The transaction is expected to close
by the first quarter of 2019.

The combination of FCB with Synovus will create the largest mid-cap bank
in the Southeast by deposits, and will elevate the company's growth
profile through a deepened presence in high-growth Florida markets.
Following the closing, FCB will merge with Synovus Bank and operate
under the Synovus brand, and FCB Financial Holdings President and CEO
Kent Ellert will be executive vice president of Synovus and Florida
market president.

Under the terms of the merger agreement, FCB shareholders will receive a
fixed ratio of 1.055 shares of Synovus common stock for each common
share of FCB in an all-stock transaction. Based on Synovus' closing
share price on July 23, 2018, the transaction is valued at $58.15 per
FCB share or $2.9 billion in aggregate. Following completion of the
merger, former FCB shareholders will own approximately 30% of the
combined company. In addition, based on the exchange ratio, Synovus'
most recent quarterly dividend translates to a pro forma annualized
dividend of $1.06 per FCB share. The transaction is expected to be tax
free to FCB shareholders.

"We look forward to welcoming FCB customers and team members to the
Synovus family and are enormously excited about the growth and
value-creation opportunities this transaction presents for our combined
companies and respective shareholders," said Kessel Stelling, Synovus
chairman and CEO. "This acquisition will expand our presence in the
high-growth South Florida marketplace while leveraging FCB's market
leading reputation, culture, and successful organic growth platform."

"The FCB team is excited to join the Synovus family and we look forward
to being part of one of the most prominent and successful regional banks
in the country," said FCB Financial Holdings President and CEO Kent
Ellert. "We are enthusiastic about our similar cultures, which are
community- and customer-centric, and are confident our combined
companies will help us build upon the great client relationships that
have resulted in more than $11 billion of organic loan production and 22
consecutive quarters of record operating results for FCB."

In Florida, Synovus gains $9.9 billion in deposits and 50 full-service
banking centers, with significant market share in all top 10 Florida
markets including Miami-Dade, the largest market by population in the
Southeast. The transaction deepens Synovus' commitment to Florida,
complementing its presence in Pensacola, Tampa, Jacksonville, Orlando,
Sarasota, and Naples with FCB's market-leading presence across South

Synovus expects approximately $40 million in pretax synergies to be
fully realized by 2020. Excluding one-time charges, Synovus expects the
acquisition to be approximately 6.5% accretive to earnings per common
share in 2020 and to deliver strong returns on capital. The transaction
is expected to produce tangible book value per share dilution of 3.3%
with an earnback period of less than two years.

The merger agreement has been unanimously approved by both companies'
Boards of Directors. The merger is subject to customary closing
conditions, including approval by Synovus and FCB Financial Holdings
shareholders and approval by state and federal bank regulators.

BofA Merrill Lynch and J.P. Morgan Securities LLC served as financial
advisors to Synovus on this transaction, while Simpson Thacher &
Bartlett LLP and Alston & Bird LLP served as legal advisors. Sandler
O'Neill + Partners L.P., Guggenheim Securities, LLC, and Evercore Group
L.L.C. served as financial advisors to FCB Financial Holdings, and
Wachtell, Lipton, Rosen & Katz served as legal advisor.

Joint Investor Conference Call

Synovus and FCB Financial Holdings will host a joint conference call to
discuss the transaction at 8:30 a.m. EDT on July 24, 2018, in
conjunction with the Synovus second quarter earnings call. The call will
be accompanied by a slide presentation. Shareholders and other
interested parties may listen to this conference call via simultaneous
Internet broadcast. For a link to the webcast, go to
A replay will be posted on Synovus' website approximately one hour after
the call ends and will be available with the press release and slides
for 12 months.

Synovus Financial Corp. is a financial services company based in
Columbus, Georgia, with more than $31 billion in assets. Synovus
provides commercial and retail banking, investment, and mortgage
services through 250 branches in Georgia, Alabama, South Carolina,
Florida, and Tennessee. Synovus Bank, a wholly owned subsidiary of
Synovus, has been recognized as one the country's 10 "Most Reputable
Banks" by American Banker and the Reputation Institute for four
consecutive years. Synovus is on the web at,
and on Twitter,
and Instagram.

FCB Financial Holdings, Inc. is the largest community banking
company and the second largest Florida-based independent bank, and among
the most highly capitalized banks in the state. Recently, FCB was ranked
#8 among Forbes' "Best Banks in America," marking the second consecutive
year FCB was included among the publication's top 10 leading U.S. banks.
FCB was also awarded a five-star rating from Bauer Financial™, FCB
assets are more than $11 billion, with capital ratios that exceed
regulatory standards. Since its founding in 2010, FCB has been steadfast
in its commitment to delivering personalized service, innovation, and
products and services equal to those offered by the national banks.
Similarly, FCB recognizes the importance of community, fostering a
corporate culture that promotes employee volunteerism at all levels,
while supporting community-based programs and partnerships that help
promote greater financial independence and improved quality of life for
families. FCB serves individuals, businesses and communities across the
state with 50 full-service banking centers from east to west, and from
Daytona Beach to Miami-Dade. For more information, visit
Equal Housing Lender, Member FDIC.

Important Additional Information and Where to Find It

This communication is being made in respect of the proposed merger
transaction between Synovus and FCB. In connection with the proposed
merger, Synovus will file with the SEC a Registration Statement on Form
S-4 that will include the Joint Proxy Statement of Synovus and FCB and a
Prospectus of Synovus, as well as other relevant documents regarding the
proposed transaction. A definitive Joint Proxy Statement/Prospectus will
also be sent to Synovus shareholders and FCB stockholders. This
communication does not constitute an offer to sell or the solicitation
of an offer to buy any securities or a solicitation of any vote or
approval, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of such

A free copy of the Joint Proxy Statement/Prospectus, as well as other
filings containing information about Synovus and FCB, may be obtained at
the SEC's Internet site (
You will also be able to obtain these documents, free of charge, from
Synovus at
or from FCB Financial by accessing FCB's website at
Copies of the Joint Proxy Statement/Prospectus can also be obtained,
free of charge, by directing a request to Synovus Investor Relations at
Investor Relations, Synovus Financial Corp., 1111 Bay Avenue, Suite 500,
P.O. Box 120, Columbus, GA 31901, by calling (888) SYNOVUS, or by
sending an e-mail to
or to FCB Investor Relations at 2500 Weston Road, Suite 300, Weston,
Florida 33331, by calling (954) 984-3313, or by sending an e-mail to

Synovus and FCB and certain of their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies
from Synovus shareholders and FCB stockholders in respect of the
transaction described in the Joint Proxy Statement/Prospectus.
Information regarding Synovus' directors and executive officers is
contained in Synovus' Annual Report on Form 10-K for the year ended
December 31, 2017 and its Proxy Statement on Schedule 14A, dated March
16, 2018, which are filed with the SEC. Information regarding FCB's
directors and executive officers is contained in FCB's Annual Report on
Form 10-K for the year ended December 31, 2017 and its Proxy Statement
on Schedule 14A, dated April 4, 2018, which are filed with the SEC.
Additional information regarding the interests of those participants and
other persons who may be deemed participants in the transaction may be
obtained by reading the Joint Proxy Statement/Prospectus regarding the
proposed merger when it becomes available. Free copies of this document
may be obtained as described in the preceding paragraph.

Forward-Looking Statements

This communication contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995
including, but not limited to, Synovus' and FCB's expectations or
predictions of future financial or business performance or conditions.
Forward-looking statements are typically identified by words such as
"believe," "expect," "anticipate," "intend," "target," "estimate,"
"continue," "positions," "plan," "predict," "project," "forecast,"
"guidance," "goal," "objective," "prospects," "possible" or "potential,"
by future conditional verbs such as "assume," "will," "would," "should,"
"could" or "may", or by variations of such words or by similar
expressions. These forward-looking statements are subject to numerous
assumptions, risks and uncertainties, which change over time.
Forward-looking statements speak only as of the date they are made and
we assume no duty to update forward-looking statements. Actual results
may differ materially from current projections.

In addition to factors previously disclosed in Synovus' and FCB's
reports filed with the SEC and those identified elsewhere in this
communication, the following factors, among others, could cause actual
results to differ materially from forward-looking statements or
historical performance: the occurrence of any event, change or other
circumstances that could give rise to the right of one or both of the
parties to terminate any definitive merger agreement between Synovus and
FCB; the outcome of any legal proceedings that may be instituted against
Synovus or FCB; the ability to obtain regulatory approvals and meet
other closing conditions to the merger, including approval by Synovus
shareholders and FCB stockholders on the expected terms and schedule,
including the risk that regulatory approvals required for the merger are
not obtained or are obtained subject to conditions that are not
anticipated; delay in closing the merger; difficulties and delays in
integrating the FCB business or fully realizing cost savings and other
benefits; business disruption following the merger; changes in asset
quality and credit risk; the inability to sustain revenue and earnings
growth; changes in interest rates and capital markets; inflation;
customer acceptance of Synovus' products and services; customer
borrowing, repayment, investment and deposit practices; customer
disintermediation; the introduction, withdrawal, success and timing of
business initiatives; competitive conditions; the inability to realize
cost savings or revenues or to implement integration plans and other
consequences associated with mergers, acquisitions and divestitures;
economic conditions; and the impact, extent and timing of technological
changes, capital management activities, and other actions of the Federal
Reserve Board and legislative and regulatory actions and reforms.

Annualized, pro forma, projected and estimated numbers are used for
illustrative purpose only, are not forecasts and may not reflect actual

View Comments and Join the Discussion!