Synovus Financial to Merge with Florida Community Bank in Nearly $3B Deal

WESTON, FL—FCB Financial Holdings, owner of Florida Community Bank, has reached an agreement to be acquired by Synovus Financial Corp. of Columbus, GA in a deal valued at $2.9 billion.

The deal announced today would merge Florida’s largest community bank into Synovus and increase Synovus’ pro forma to $36 billion in deposits and $44 billion in assets. FCB and Synovus, in a joint announcement, state that the merger deal, which is expected to close by the first quarter of 2019, will make Synovus a top five regional bank by deposits and the largest mid-cap bank in the Southeast.

The merger will allow Synovus to increase its presence in high-growth Florida markets, including Pensacola, Tampa, Jacksonville, Orlando, Sarasota, and Naples.

Under the terms of the merger agreement, FCB shareholders will receive a fixed ratio of 1.055 shares of Synovus common stock for each common share of FCB in an all-stock transaction. Based on Synovus’ closing share price on July 23, 2018, the transaction is valued at $58.15 per FCB share or $2.9 billion in aggregate. Following completion of the merger, former FCB shareholders will own approximately 30% of the combined company. In addition, based on the exchange ratio, Synovus’ most recent quarterly dividend translates to a pro forma annualized dividend of $1.06 per FCB share. The transaction is expected to be tax free to FCB shareholders.

“We look forward to welcoming FCB customers and team members to the Synovus family and are enormously excited about the growth and value-creation opportunities this transaction presents for our combined companies and respective shareholders,” says Kessel Stelling, Synovus chairman and CEO. “This acquisition will expand our presence in the high-growth South Florida marketplace while leveraging FCB’s market leading reputation, culture, and successful organic growth platform.”

Once the deal is closed, FCB Financial Holdings president and CEO Kent Ellert will serve as EVP of Synovus and Florida market president. In Florida, Synovus gains $9.9 billion in deposits and 50 full-service banking centers, with significant market share in all top 10 Florida markets including Miami-Dade.

Synovus expects approximately $40 million in pretax synergies to be fully realized by 2020. Excluding one-time charges, Synovus expects the acquisition to be approximately 6.5% accretive to earnings per common share in 2020 and to deliver strong returns on capital.

The merger agreement has been unanimously approved by both companies’ boards of directors. BofA Merrill Lynch and J.P. Morgan Securities LLC served as financial advisors to Synovus on this transaction, while Simpson Thacher & Bartlett LLP and Alston & Bird LLP served as legal advisors. Sandler O’Neill + Partners L.P., Guggenheim Securities, LLC, and Evercore Group L.L.C. served as financial advisors to FCB Financial Holdings, and Wachtell, Lipton, Rosen & Katz served as legal advisor to the transaction.

Another, albeit much smaller Southeast banking merger deal was announced today. Hattiesburg, MS-based The First Bancshares, Inc, holding company for The First, announced the signing of a merger agreement with FMB Banking Corp., parent company of Farmers & Merchants Bank, which is headquartered in Monticello, FL.

First Bancshares has agreed to acquire 100% of the common stock of FMB in a combined stock and cash transaction valued at approximately $80 million.

Upon completion of the transaction, which is expected in the fourth quarter of this year, the combined company will have approximately $3 billion in total assets, $2.5 billion in total deposits and $2 billion in total loans. The combined company will have 67 locations in Mississippi, Louisiana, Alabama, Florida and Georgia.