Pinnacle and Synovus Gain Regulatory Nod for Merger

Pinnacle Financial Partners and Synovus Financial Corp. received Federal Reserve approval for their merger, expected to close on January 1, 2026. Shareholders approved the deal on Nov. 6, 2025. The combined company, with approximately $116 billion in assets, will be a regional powerhouse in the Southeast. Post-merger, headquarters will be in Atlanta, GA, with Pinnacle Bank based in Nashville, TN. Full system and brand conversion is planned for completion by the first half of 2027.

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Merger close anticipated for Jan. 1, 2026

NASHVILLE, Tenn. & COLUMBUS, Ga.–Business Wire–Pinnacle Financial Partners (Nasdaq/NGS: PNFP) and Synovus Financial Corp. (NYSE: SNV) are one step closer to uniting, having secured regulatory approval from the Federal Reserve System for their proposed merger. With both companies’ shareholders greenlighting the deal on Nov. 6, 2025, the merger is anticipated to finalize on Jan. 1, 2026, contingent upon the fulfillment of standard closing conditions.

“Securing the nod from federal bank regulators moves us significantly closer to bringing together two robust entities with a shared ethos centered around people,” commented Kevin Blair, current Synovus CEO and future president and CEO of the combined organization. “By strategically integrating the best aspects of both firms, we are poised to accelerate growth, broaden opportunities, and generate enduring value for our clients, team members, and the communities we serve.”

Terry Turner, Pinnacle’s President and CEO, who will assume the role of chairman of the board for the post-merger Pinnacle, echoed this sentiment: “I am exceptionally proud of the collaborative spirit exhibited by both teams throughout this process. This is a particularly intricate undertaking, and both entities are aligned in their vision to establish a bank that is not only larger and stronger but also better equipped to address the evolving needs of our clientele and the communities we support.”

Behind the scenes, integration teams are meticulously crafting a seamless transition. Their focus encompasses not only ensuring a functional operational framework from day one but also strategically charting the course for complete integration. Plans call for full system and brand conversion completed by the first half of 2027. Until then, both firms will experience minimal operational changes, and Synovus locations retain the Synovus brand.

“The landscape of mergers offers valuable lessons, and we are proactively applying those lessons to mitigate potential challenges,” Blair elaborated. “By prioritizing the client and team member experience, while preserving local leadership and operational continuity across our markets, we are building upon Pinnacle’s distinguished reputation as a top-tier American bank characterized by engaged and purposeful teams, a loyal and expanding client base, and consistently strong shareholder returns.”

Post-merger, the combined entity will boast approximately $116 billion in assets, establishing a significant presence in the Southeast’s high-growth markets. The holding company headquarters will be located in Atlanta, GA, while Pinnacle Bank will be rooted in Nashville, TN, as a Tennessee state-chartered bank and member of the Federal Reserve System. Analysts suggest this dual-headquarters approach aims to leverage the strengths of both markets, offering strategic advantages in talent acquisition and regional expertise.

The strategic rationale behind the merger lies in the opportunity to create a regional powerhouse with enhanced scale and efficiency. By combining their respective strengths in commercial banking, wealth management, and digital innovation, Pinnacle and Synovus aim to capture a larger share of the growing Southeastern market. Successfully integrating their technological platforms will be crucial to unlocking further efficiencies and enhancing the customer experience. The integration process will be closely watched by investors, with a focus on the pace and smoothness of the transition.

About Pinnacle

Pinnacle Financial Partners delivers a comprehensive suite of banking, investment, trust, mortgage, and insurance solutions tailored to businesses, their owners, and individuals seeking holistic financial relationships. According to 2025 FDIC deposit data, the firm holds the No. 1 banking position in the Nashville-Murfreesboro-Franklin MSA. Pinnacle’s consistently high rankings highlight its strong corporate culture and commitment to employee satisfaction.

Starting from a single location in downtown Nashville, TN, in October 2000, Pinnacle has expanded to approximately $56.0 billion in assets as of September 30, 2025. As the second-largest bank holding company headquartered in Tennessee, Pinnacle serves a portfolio of urban markets throughout the Southeast.

About Synovus Financial Corp.

Synovus Financial Corp., headquartered in Columbus, Georgia, holds approximately $60 billion in assets. Synovus offers commercial and consumer banking services, alongside a diverse array of specialized offerings, including wealth services, treasury management, mortgage services, premium finance, asset-based lending, structured lending, capital markets, and international banking. As of Sept. 30, 2025, Synovus operates 244 branches across Georgia, Alabama, Florida, South Carolina, and Tennessee.

Forward-Looking Statements

This communication contains 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. These forward-looking statements include, but are not limited to, statements about the benefits of the proposed transaction between Synovus Financial Corp. (“Synovus”) and Pinnacle Financial Partners, Inc. (“Pinnacle”), including future financial and operating results (including the anticipated impact of the proposed transaction on Synovus’ and Pinnacle’s respective earnings and tangible book value), statements related to the expected timing of the completion of the proposed transaction, the combined company’s plans, objectives, expectations and intentions, and other statements that are not historical facts. You can identify these forward-looking statements through the 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’, Pinnacle’s or combined company’s future businesses and financial performance and/or the performance of the banking industry and economy in general.

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, Pinnacle or the combined company 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 or Pinnacle 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 communication. Many of these factors are beyond Synovus’, Pinnacle’s or the combined company’s ability to control or predict. These factors include, among others, (1) the risk that the cost savings and synergies from the proposed transaction may not be fully realized or may take longer than anticipated to be realized, (2) disruption to Synovus’ business and to Pinnacle’s business as a result of the announcement and pendency of the proposed transaction, (3) the risk that the integration of Pinnacle’s and Synovus’ respective businesses and operations will be materially delayed or will be more costly or difficult than expected, including as a result of unexpected factors or events, (4) the amount of the costs, fees, expenses and charges related to the transaction, (5) reputational risk and the reaction of each company’s customers, suppliers, employees or other business partners to the proposed transaction, (6) the failure of the closing conditions in the merger agreement to be satisfied, or any unexpected delay in closing the proposed transaction or the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, (7) the dilution caused by the issuance of shares of the combined company’s common stock in the transaction, (8) the possibility that the proposed transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events, (9) risks related to management and oversight of the expanded business and operations of the combined company following the closing of the proposed transaction, (10) the possibility the combined company is subject to additional regulatory requirements as a result of the proposed transaction or expansion of the combined company’s business operations following the proposed transaction, (11) the outcome of any legal or regulatory proceedings or governmental inquiries or investigations that may be currently pending or later instituted against Synovus, Pinnacle or the combined company and (12) general competitive, economic, political and market conditions and other factors that may affect future results of Synovus and Pinnacle including changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; the impact, extent and timing of technological changes; and capital management activities. Additional factors which could affect future results of Synovus and Pinnacle can be found in Synovus’ or Pinnacle’s filings with the Securities and Exchange Commission (the “SEC”), including in Synovus’ Annual Report on Form 10-K for the year ended December 31, 2024, under the captions “Forward-Looking Statements” and “Risk Factors,” and Synovus’ Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and Pinnacle’s Annual Report on Form 10-K for the year ended December 31, 2024, under the captions “Forward-Looking Statements” and “Risk Factors,” and in Pinnacle’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. 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. Synovus and Pinnacle 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.

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