Synovus Buys Itself Some Time in Debt Repurchase

Good luck deciphering the arcane debt-related announcements that Synovus Financial Corp. served up Tuesday.

To translate: The Columbus, Ga., company has bought itself some time as it faces a series of tough decisions, including whether to sell itself or not.

Synovus, a bank hit hard by the real estate crisis in Georgia and Florida, said Tuesday that it would offer $250 million of senior notes due in 2019 to repay $207 million of subordinated notes due in about a year. The new debt will be used to repurchase the old debt, but would not do much to resolve investors' most pressing concern: When and how does Synovus intend to repay the $968 million it owes the Troubled Asset Relief Program?

"The big enchilada sitting out there is Tarp — how does it get dealt with?" says Jeff Davis, an analyst with Guggenheim Securities. Will Synovus' management and board opt to issue more stock to repay Tarp "or do they just sell the company?" Davis says.

Synovus, which has $27.2 billion of assets, has long been a source of deal speculation. Despite its loan troubles, Synovus is an attractive target because it has the No. 5 deposit share in metro Atlanta, a sizable presence in Florida and footholds in still-desirable Southeastern markets like Birmingham, Ala., and Greenville, S.C., Davis says.

Synovus has already issued common stock twice in recent years to raise capital and would hesitate, like a lot of banks have, to dilute its shares further.

Part of its decision, of course, on whether to sell or go it alone depends on the M&A market and pricing. Deal volume fell short of expectations last year, and many prospective sellers are said to be holding out for more in hopes the economy will improve.

"If [the market] is pretty robust, the math may say sell the company, don't incur additional dilution to redeem Tarp," Davis explains. "Just let's sell the company and have it paid off as part of the math of what the purchase price is. If M&A is dead, then they probably proceed with a dilutive common raise."

Christopher Marinac, an analyst with FIG Partners LLC, said the pricing talk on the offering is a disappointing 8.50%.

"The high yield is an indication of weak fundamentals," he says. "Obviously the bond market is not a fan."

That figure, which could change, gives some sense about how an M&A deal might be priced, he says.

Synovus shares rose 2.13% on Tuesday, to $1.92 apiece.

Synovus declined a request for an interview with Chief Executive Kessel Stelling because company officials may not speak during an active offering and tender offer, a spokesman said. The tender offer for its notes due next year is scheduled to close March 6.

In a conference call last month with analysts, Stelling played up Synovus' two recent profitable quarters and sought to convey that he does not feel rushed to exit Tarp.

"Repayment of Tarp is not a near-term event, but it's certainly a part of our every day thinking and planning, as we model our earnings in capital structure going forward," he says. "Our goal is to exit Tarp as prudently and efficiently as possible."

There was no discussion of Synovus as a potential buyer or seller, according to a transcript of the call.

Synovus offered to buy any or all of the notes of 4.875% subordinated notes outstanding that are due Feb. 15, 2013. Holders who respond by Feb. 21 of this year would be paid 100% of the principal amount, including an early tender payment of $30 per $1,000 of principal, according to a news release. Those who accept the offer after that date would be paid 97% of principal.

Meanwhile, it will offer $250 million of senior notes due in 2019. The net proceeds will repurchase the old notes, and any remaining balance would be used for corporate purposes.

J.P. Morgan Securities LLC will serve as deal manager.