Item 2.01. Completion of Acquisition or Disposition of Assets.
On January 1, 2019, pursuant to the terms and conditions of the Agreement and Plan of Merger, dated as of July 23, 2018 (the “
Merger Agreement
”), by and among FCB Financial Holdings, Inc. (“
FCB
”), Synovus Financial Corp. (“
Synovus
”) and Azalea Merger Sub Corp., a wholly-owned Subsidiary of Synovus (“
Merger Sub
”), Merger Sub merged with
and into FCB, with FCB continuing as the surviving corporation (the “
Merger
”). Immediately following the Merger, FCB merged with and into Synovus, with Synovus continuing
as the surviving entity (the “
Upstream Merger
”).
Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “
Effective Time
”), holders of FCB Class A common stock, par value $0.001 per share (“
FCB Class A common stock
”), became entitled to receive 1.055
shares (the “
Exchange Ratio
” and such shares, the “
Merger Consideration
”) of Synovus common
stock, par value $1.00 per share (“
Synovus common stock
”), for each share of FCB Class A common stock issued and outstanding immediately prior to the Effective Time (other
than shares owned by FCB as treasury stock or owned by FCB or Synovus (with limited exceptions)), with cash payable in lieu of any fractional shares.
Further, at the Effective Time, each FCB option granted by FCB to purchase shares of FCB Class A common stock, whether or not vested, and each unvested
time-vested restricted stock unit (other than those restricted stock units held by non-employee directors), in each case granted under the FCB stock incentive plans (as defined below), was assumed and converted into awards covering Synovus common
stock, with appropriate adjustments to reflect application of the Exchange Ratio. Unvested restricted stock units held by non-employee directors, vested time-vested restricted stock units, performance-vested restricted stock units and shares of
restricted stock, whether or not vested, in each case granted under the FCB stock incentive plans, were cancelled at the Effective Time in exchange for Merger Consideration (with any performance-based vesting condition applicable to any share of
restricted stock or performance-vested restricted stock unit deemed to have been fully achieved (or, if the award contemplated multiple levels of achievement, achieved at the greater of the target level and the level of performance projected as of
the Effective Time)). Each cash phantom unit award granted under the FCB stock incentive plans fully vested as of the Effective Time (with any performance-based vesting condition applicable to such awards deemed to have been fully achieved (or, if
the award contemplated multiple levels of achievement, achieved at the greater of the target level and the level of performance projected as of the Effective Time)) and was cancelled and converted automatically into the right to receive an amount
in cash equal to the product of (x) the Exchange Ratio and (y) the average closing price of the Synovus common stock for the five full trading days preceding the effective date of the Merger, in respect of each share of FCB Class A common stock
underlying such award.
In connection therewith, at the Effective Time, Synovus assumed (i) the FCB Financial Holdings, Inc. 2016 Stock Incentive Plan, as amended by Amendment No. 1,
dated May 5, 2016 (the “
2016 Plan
”), (ii) the Bond Street Holdings, Inc. 2013 Stock Incentive Plan (the “
2013
Plan
”) and (iii) the Bond Street Holdings, LLC 2009 Option Plan (the “
2009 Plan
” and together with the 2016 Plan and the 2013 Plan, the “
FCB stock incentive plans
” and each an “
FCB stock incentive plan
”).
Immediately following the Upstream Merger, Florida Community Bank, National Association, a national banking association (“
FCB Bank
”), merged with and into Synovus Bank, a Georgia state member bank, with Synovus Bank as the surviving entity.
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger
Agreement, which is attached as Exhibit 2.1 to this report and is incorporated herein by reference.