Synovus and Pinnacle Financial to merge in all-stock deal; SNV holders get 0.5237 per share

SYNOVUS FINANCIAL CORP

Each Synovus common share converts to 0.5237 shares of Newco common; Pinnacle common converts 1:1.
Combined company will be named Pinnacle Financial Partners; Newco HQ in Atlanta, bank HQ in Nashville.
Board: 8 directors from Pinnacle (Terry Turner as Non-Exec Chair) and 7 from Synovus (Kevin Blair as CEO).
Termination fee of $425 million payable by either party under specified circumstances.
Closing subject to shareholder votes, regulatory approvals (Fed, TN, GA), and other customary conditions.

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