Synovus Financial Corp. (NYSE: SNV) today announced the termination of its pending offer to exchange (the “Exchange Offer”) shares of Synovus’ common stock for any and all of its outstanding 5.125% Subordinated Notes Due 2017 (the “2017 Notes”).

Synovus launched the Exchange Offer on April 26, 2010 at the same time it launched offerings of $400 million of shares of its common stock (equivalent to approximately 113 million shares based on the April 23, 2010 closing price) and 8,000,000 tangible equity units, or “tMEDS,” each composed of a prepaid stock purchase contract and a junior subordinated amortizing note.  On April 28, 2010, Synovus announced that it had priced 255 million shares in the common stock offering and 12,000,000 tMEDS in the tMEDS offering, and that it had granted the underwriters of the two offerings options to purchase an additional 15% of the securities offered.  On April 29, 2010 the underwriters exercised these options in full, increasing the size of the common stock offering to 293.25 million shares and the size of the tMEDS offering to 13,800,000 tMEDS (with a stated amount of $345 million).

In the Offer to Exchange dated April 26, 2010, Synovus noted that it retained the discretion to terminate the Exchange Offer prior to the expiration date for any reason, or to amend the Exchange Offer in any respect, and in particular to reduce the number of shares being offered if Synovus believed this was appropriate in order to avoid, or reduce, the risk of an “ownership change” within the meaning of Section 382 of the Internal Revenue Code of 1986.  Given the substantial increase in the size of the common stock and tMEDS offerings from that contemplated on April 26, 2010, Synovus has determined to reduce the number of shares offered in the Exchange Offer to zero, in order to avoid or reduce the risk of an “ownership change”, and therefore to terminate the Exchange Offer.  Holders that have tendered 2017 Notes will have such notes promptly returned to them.