Synovus Financial Corp. (NYSE:SNV) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

On April17, 2017, Synovus Bank (Synovus), a Georgia state member
bank and a wholly-owned subsidiary of Synovus Financial Corp.,
entered into (1)a Framework Agreement with Cabelas Incorporated,
a Delaware corporation (Cabelas), Worlds Foremost Bank, a
Nebraska banking corporation (WFB), Capital One Bank (USA),
National Association (Capital One) and Capital One, National
Association, a national banking association (CONA), (2) an Asset
and Deposit Purchase Agreement, dated as of April17, 2017 (the
Synovus Asset Purchase Agreement), with Cabelas and WFB, and
(3)an Asset Purchase Agreement, dated as of April17, 2017 (the
Capital One Asset Purchase Agreement and, together with the
Synovus Asset Purchase Agreement, the Asset Purchase Agreements),
with Capital One (the Framework Agreement together with the Asset
Purchase Agreements and the schedules to the Framework Agreement,
the Agreements).

The Agreements amend and restate the Sale and Purchase Agreement,
dated as of October3, 2016, by and among Cabelas, WFB and CONA,
such that Synovus accedes as a party thereto and Capital One is
novated for CONA as a party thereto.

Transaction Structure

to the Agreements and an Asset Purchase Agreement entered into
among Cabelas, WFB and Capital One on April17, 2017, by way of
three transactions, (1)Synovus has agreed to acquire certain
credit card assets and assume certain deposit and related
liabilities of WFB, which collectively constitute substantially
all of the business of WFB, (2)Capital One has agreed to acquire
certain other assets and assume certain other liabilities of WFB,
and (3)immediately following the transaction referred to in the
foregoing clause (1), Synovus has agreed to assign to Capital
One, and Capital One has agreed to acquire and assume, certain of
such assets and liabilities acquired and assumed by Synovus from
WFB, such that Synovus retains all deposits of WFB and certain
other assets and liabilities relating to deposits of WFB and
Capital One acquires the assets and liabilities relating to the
Cabelas CLUB co-branded credit card accounts and equity interests
in certain securitization funding vehicles. The foregoing
transactions are referred to collectively as the Transactions.

As of April17, 2017, the deposit liabilities of WFB consisted of
approximately $1.2billion of brokered certificates of deposit.

If the Transaction between Synovus and Capital One referred to in
clause (3)above does not occur immediately after the other two
Transactions, then the other two Transactions will be rescinded,
including repayment of any cash amounts paid and return of any
assets and liabilities transferred, such that Cabelas, WFB,
Capital One and Synovus will be in the same position as if the
other two Transactions had never occurred.

Consideration

to the Agreements, the purchase price payable by Synovus to WFB
will equal the net book value of the assets and liabilities of
WFB acquired and assumed by Synovus from WFB less $70million. The
purchase price payable by Capital One to Synovus will equal the
net book value of the credit card assets and related liabilities
acquired and assumed by Capital One from Synovus plus $5million,
subject to certain adjustments.

Closing Conditions

The consummation of the Transactions is subject to the
satisfaction or waiver of customary closing conditions, including
(i)the filing of required notices and obtaining required consents
from applicable regulators and rating agencies; (ii)the absence
of any order prohibiting or making illegal the Transactions;
(iii)the continued effectiveness of the credit card program
agreement between Cabelas and Capital One; (iv)the satisfaction
or waiver of the conditions to closing set forth in the Agreement
and Plan of Merger, dated October3, 2016, by and among Bass Pro
Group, LLC, Prairie Merger Sub, Inc., and Cabelas; (v)in the case
of Capital One and Synovus, the absence of certain burdensome
conditions on the receipt of the required approvals, including
regulatory approvals; and (vi)receipt by Synovus and Capital One
of notifications that Capital One and Synovus, respectively, are
ready, willing and able to consummate the Transaction between
Synovus and Capital One immediately after the other Transactions.

The consummation of the Transaction between Synovus and Capital
One is subject to the satisfaction or waiver of the following
conditions: (i)the other Transactions shall have occurred, and
(ii)the absence of any order prohibiting or making illegal the
Transactions.

On April19, 2017, Synovus will submit an application to the Board
of Governors of the Federal Reserve System to obtain certain
approvals required to consummate the Transactions by Section
18(c) of the Federal Deposit Insurance Act.

Termination; Termination Fees

The Framework Agreement provides for termination rights for each
of the parties under prescribed circumstances, including by
Synovus, Capital One or Cabelas if the Transactions have not been
consummated on or prior to October3, 2017. Upon the termination
of the Agreements for any reason other than certain defined
defaults by Synovus, Capital One would be obligated to pay a
termination fee of up to $10,000,000 to Synovus.

Indemnification

The Framework Agreement obligates each of Cabelas and Capital One
to indemnify each other for losses arising from or relating to
any of the following: a breach by such party of its
representations and warranties; the failure by such party to
perform any of its covenants under the Framework Agreement and
certain ancillary agreements; the assets and liabilities that
such party ultimately is retaining (in the case of Cabelas) and
assuming (in the case of Capital One); and certain taxes for
which such party has agreed to be responsible.

The Framework Agreement generally obligates Cabelas to indemnify
Synovus for losses arising from or relating to the assets and
liabilities it is retaining and certain taxes for which Cabelas
has agreed to be responsible.

The Framework Agreement generally obligates Capital One to
indemnify Synovus for losses arising from or relating to: a
breach of Capital Ones or Cabelas representations and warranties;
the failure by Cabelas or Capital One to perform any of its
respective covenants under the Framework Agreement and certain
ancillary agreements; the assets and liabilities that Capital One
is acquiring and assuming, as appropriate; WFBs credit card
program, and certain taxes for which Capital One has agreed to be
responsible. Further, the Framework Agreement generally obligates
Capital One to indemnify Synovus for losses arising from or
relating to the Agreement or the Transactions contemplated by the
Agreements.

Synovus is generally obligated to indemnify Cabelas and Capital
One for any losses arising from or relating to: a breach of
Synovuss representations and warranties; the failure by Synovus
to perform any of its covenants under the Framework Agreement;
the assets and liabilities that Synovus ultimately assumes in the
Transactions; and certain taxes for which Synovus has agreed to
be responsible.

The representations and warranties of Cabelas, WFB and Capital
One survive the closing of the Transactions for a period of
fifteen (15)months, subject to certain exceptions. The
representations, warranties and covenants of Synovus survive the
closing of the Transactions for a period of fifteen (15)months,
subject to certain exceptions.

A copy of the press release announcing the entry into the
Agreements is furnished as Exhibit 99.1 to this Current Report.

to General Instruction F to Current Report on Form 8-K, the press
release attached to this Current Report asExhibit 99.1 is
incorporated into this Item 7.01 by reference. The information
contained in this Item 7.01, including the information set forth
in the press release filed asExhibit 99.1to, and
incorporated in, this Current Report, is being furnished and
shall not be deemed filed for the purposes of Section18 of the
Securities Exchange Act of 1934, as amended (the Exchange Act) or
otherwise subject to the liabilities of that Section. The
information inExhibit 99.1furnished to this Item 7.01
shall not be incorporated by reference into any registration
statement or other documents to the Securities Act of 1933, as
amended, or into any filing or other document to the Exchange Act
except as otherwise expressly stated in any such filing.

Forward-Looking Statements

This report, and the documents incorporated herein by reference,
contain statements that constitute forward-looking statements
within the meaning of, and subject to the protections of, Section
27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended. All statements
other than statements of historical fact are forward-looking
statements. You can identify these forward-looking statements
through Synovus use of words such as believes, anticipates,
expects, may, will, assumes, should, predicts, could, would,
intends, targets, estimates, projects, plans, potential and other
similar words and expressions of the future or otherwise
regarding the outlook for Synovus future business and financial
performance and/or the performance of the banking industry and
economy in general. These forward-looking statements include,
among others, our expectations regarding the impact of the
foregoing transaction to earnings per share, capital ratios, and
return on assets; our expectations on efficiency, liquidity,
capital, business growth, balance sheet restructuring,
extinguishment of debt, facilities consolidation, and capital
distribution; our expectations regarding the closing of the
foregoing transaction and the benefits of the proposed
transaction; and the assumptions underlying our expectations.
Prospective investors are cautioned that any such forward-looking
statements are not guarantees of future performance and involve
known and unknown risks and uncertainties which may cause the
actual results, performance or achievements of Synovus to be
materially different from the future results, performance or
achievements expressed or implied by such forward-looking
statements. Forward-looking statements are based on the
information known to, and current beliefs and expectations of,
Synovus management and are subject to significant risks and
uncertainties. Actual results may differ materially from those
contemplated by such forward-looking statements. A number of
factors could cause actual results to differ materially from
those contemplated by the forward-looking statements in this
press release. Many of these factors are beyond Synovus ability
to control or predict.

These forward-looking statements are based upon information
presently known to Synovus management and are inherently
subjective, uncertain and subject to change due to any number of
risks and uncertainties, including, without limitation, the risk
that the closing conditions to the proposed transaction may not
be satisfied, the length of time necessary to consummate the
proposed transaction, the risk that the benefits from the
proposed transaction may not be fully realized or may take longer
than expected to be realized, business disruption following the
proposed transaction, the diversion of managements attention as a
result of the proposed transaction and the risks and other
factors set forth in Synovus filings with the Securities and
Exchange Commission, including its Annual Report on Form 10-K for
the year ended December31, 2016 under the captions Cautionary
Notice Regarding Forward-Looking Statements and Risk Factors and
in Synovus quarterly reports on Form 10-Q and current reports on
Form 8-K. We believe these forward-looking statements are
reasonable; however, undue reliance should not be placed on any
forward-looking statements, which are based on current
expectations and speak only as of the date that they are made. We
do not assume any obligation to update any forward-looking
statements as a result of new information, future developments or
otherwise, except as otherwise may be required by law.