Synovus Financial Corp.
Extract: Charter Amendment (Plain English Desc) from a 8-K on 07/01/2019   Download
SEC Document
SEC Filing
On June 28, 2019, the Company filed the Articles of Amendment, to be effective July 1, 2019, with the Georgia Secretary of State Division of Corporations, which became effective upon acceptance of the Articles of Amendment for record by the Georgia Secretary of State Division of Corporations, amending the Articles of Incorporation by establishing and setting forth the terms of its Series E Preferred Stock consisting of 14,000,000 shares.

The Company will pay non-cumulative cash dividends on the Series E Preferred Stock, when, as, and if declared by the Company’s Board of Directors or a duly authorized committee of the Board. From the date of issuance to, but excluding, July 1, 2024, the Company will pay dividends, when, as, and if declared by the Company’s Board of Directors or such committee of the Board at a fixed rate of 5.875% per annum, payable quarterly, in arrears, on January 1, April 1, July 1 and October 1 of each year beginning on October 1, 2019, and ending on July 1, 2024. From and including July 1, 2024, for each Reset Period (as defined below), the Company will pay dividends, when, as, and if declared by the Company’s Board of Directors or such committee of the Board at a rate equal to the five-year U.S. Treasury Rate as of the most recent Reset Dividend Determination Date (as defined below) plus 4.127% per annum, payable quarterly, in arrears, on January 1, April 1, July 1 and October 1 of each year, beginning on July 1, 2024.

A “Reset Date” means July 1, 2024 and each date falling on the fifth anniversary of the preceding Reset Date.

A “Reset Period” means the period from and including July 1, 2024 to, but excluding, the next following Reset Date and thereafter each period from and including each Reset Date to, but excluding, the next following Reset Date.

A “Reset Dividend Determination Date” means, in respect of any Reset Period, the day falling two business days prior to the beginning of such Reset Period.

The Series E Preferred Stock has a liquidation preference of $25.00 per share, plus any declared and unpaid dividends, without accumulation of any undeclared dividends. Liquidating distributions will be made on the Series E Preferred Stock only to the extent the Company’s assets are available after satisfaction of all liabilities to creditors and subject to the rights of holders of any security ranking senior to the Series E Preferred Stock, and pro rata with any other shares of the Company’s stock ranking equal to the Series E Preferred Stock.

The Series E Preferred Stock is perpetual and does not have any maturity date. The Series E Preferred Stock is redeemable at the Company’s option (i) in whole or in part, from time to time, on July 1, 2024 or any subsequent Reset Date, or (ii) in whole but not in part, at any time within 90 days following a regulatory capital treatment event (as defined in the Articles of Amendment), in each case, at a redemption price equal to $25.00 per share, plus any declared and unpaid dividends. Accordingly, the Series E Preferred Stock will remain outstanding indefinitely unless and until the Company decides to redeem it and receives the prior approval of the Board of Governors of the Federal Reserve System applicable to bank holding companies to do so. The Series E Preferred Stock has no preemptive or conversion rights.

The Series E Preferred Stock has no voting rights except with respect to (i) in the case of certain dividend non-payments only, the election of two directors; (ii) authorizing, increasing the authorized amount of, or issuing, shares of any class or series of stock ranking senior to the Series E Preferred Stock with respect to payment of dividends or the distribution of assets upon liquidation, dissolution or winding up of the Company; (iii) authorizing material and adverse changes to the terms of the Series E Preferred Stock, whether by merger consolidation or otherwise; and (iv) as otherwise required under Georgia law.

The Articles of Amendment also delete the information and designations relating to the Series A, Series B and Series C preferred stock of the Company as those series of preferred stock are no longer outstanding.