Subsequent Event |
6 Months Ended |
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Jun. 30, 2025 | |
Subsequent Events [Abstract] | |
Subsequent Event | Note 10 - Subsequent Event On July 24, 2025, Synovus entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Pinnacle and Steel Newco Inc., a newly formed Georgia corporation jointly owned by Pinnacle and Synovus (“Newco”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Pinnacle and Synovus will each simultaneously merge with and into Newco (such mergers, collectively, the “Merger”), with Newco continuing as the surviving corporation in the Merger and named Pinnacle Financial Partners, Inc. Subject to the terms and conditions of the Merger Agreement, (a) each share of common stock, par value $1.00 per share, of Synovus (“Synovus Common Stock”) outstanding immediately prior to the Merger will be converted into the right to receive 0.5237 shares of the common stock of Newco ("Newco Common Stock") and (b) each share of common stock, par value $1.00 per share, of Pinnacle outstanding immediately prior to the Merger will be converted into the right to receive one share of Newco Common Stock. Holders of Synovus Common Stock will receive cash in lieu of fractional shares. Following the close of the Merger, Synovus shareholders will own approximately 48.5% and Pinnacle shareholders will own approximately 51.5% of the combined company. Subject to the terms and conditions of the Merger Agreement, each share of Synovus Series D Preferred Stock, Synovus Series E Preferred Stock and 6.75% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series B, no par value, of Pinnacle ("Pinnacle Preferred Stock"), will be converted into the right to receive one share of an applicable newly created series of preferred stock of Newco having terms that are not materially less favorable than the Synovus Series D Preferred Stock, Synovus Series E Preferred Stock or Pinnacle Preferred Stock, as applicable. The Merger Agreement was unanimously approved by the Boards of Directors of each of Pinnacle, Synovus and Newco. The completion of the Merger is subject to the satisfaction of customary closing conditions, including receipt of required regulatory approvals and approval by the shareholders of each of Synovus and Pinnacle.
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