Pinnacle, Synovus to Merge in $8.6B Deal, Creating Southeast Regional Banking Powerhouse
Pinnacle Financial Partners and Synovus Financial Corp. have entered into a definitive agreement to merge in an all-stock transaction valued at $8.6 billion, forming the largest bank holding company in Georgia and the largest bank in Tennessee. The merger will create a dominant regional banking institution with expanded reach across high-growth Southeastern markets.
Under the terms of the deal, Pinnacle and Synovus shareholders will receive stock in a newly formed Pinnacle parent company, based on a fixed exchange ratio of 0.5237 Synovus shares per Pinnacle share. The implied value of $61.18 represents a roughly 10% premium to Synovus’ unaffected share price. Post-transaction, ownership of the combined entity will be split with Pinnacle shareholders holding 51.5% and Synovus shareholders holding 48.5%.
The merger is expected to be 21% accretive to Pinnacle’s operating EPS by 2027, with a projected 2.6-year tangible book value earnback period. The transaction is also anticipated to be tax-free for shareholders of both institutions.
“By combining Pinnacle’s operating model, which is anchored in a disciplined entrepreneurial spirit, with Synovus’ talented team and strong presence in attractive and fast-growing Southeastern markets, we will extend our legacy of building share in the most attractive markets nationally,” said Terry Turner, President and CEO of Pinnacle.
Kevin Blair, Chair, CEO, and President of Synovus, added: “Our belief in the success of this merger is grounded in a decade of strong results and proven execution from both companies, each delivering top-tier earnings and total shareholder returns.”
Upon closing, Turner will serve as Chair of the combined board. Blair will serve as President and CEO. Jamie Gregory, CFO of Synovus, will take on the CFO role. Rob McCabe, current Pinnacle Chair, will serve as VC and chief banking officer.
The combined board will consist of 15 directors—eight from Pinnacle and seven from Synovus.
Centerview Partners LLC is serving as lead financial advisor to Pinnacle and Sullivan & Cromwell LLP is serving as lead legal advisor, assisted by Bass, Berry & Sims, PLC. Piper Sandler & Co. also served as financial advisor to Pinnacle.
Morgan Stanley & Co. LLC is serving as lead financial advisor to Synovus and Wachtell, Lipton, Rosen & Katz is serving as legal advisor. Keefe, Bruyette & Woods, a Stifel Company, also served as financial advisor to Synovus.