Pinnacle, Synovus to merge; deal would create $116B bank

Pinnacle Financial Partners in Nashville, Tennessee, plans to merge with Synovus Financial in Columbus, Georgia, in a deal that will significantly bolster the combined company’s Southeast footprint and push it firmly over the $100 billion-asset threshold.

The proposed all-stock transaction, valued at $8.6 billion, would create a $116 billion-asset company, making it the largest bank holding company in Georgia, the two companies said Thursday afternoon in a press release. The combined entity will operate under the Pinnacle name and brand, and is set to be among the top five banks in 10 Southeast markets.

Synovus CEO Kevin Blair, 54, is slated to become president and CEO of the merged bank. Pinnacle President and CEO Terry Turner would serve as chairman, and a slim majority of board members would come from Pinnacle.

“We are two high-performing institutions with one powerful future,” said Blair, who was promoted to the role of Synovus CEO in 2021 and later became board chairman, in a statement. “Our belief in the success of this merger is grounded in a decade of strong results and proven execution from both companies, each delivering top-tier earnings and total shareholder returns.”

The merger is the latest in a string of bank merger-and-acquisition deals announced in recent weeks. In a research note, Laurie Havener Hunsicker, an analyst at Seaport Research, noted the “substantial pick-up in M&A” during the week of July 15.

As part of the deal, which is subject to regulatory approval, Pinnacle Financial, which has $54.8 billion of assets, would relocate its headquarters to Atlanta. Pinnacle Bank, meanwhile, would continue to be based in Nashville. Synovus Financial has about $61 billion of assets.

Jamie Gregory, the chief financial officer at Synovus, would continue in that role at the combined company while Rob McCabe, Pinnacle’s chairman, would serve as vice chairman and chief banking officer of the combined bank.

The company’s board would be made up of 15 directors, including eight from Pinnacle’s existing board and seven from Synovus’ board, according to the release.

Pending regulatory approval, the acquisition is expected to close in the first quarter of 2026.

The companies said they expect to realize $250 million in cost-savings as a result of the merger.

The acquisition announcement comes two days after a news report said that Synovus was engaged in merger talks with at least one rival. Synovus’ stock was down more than 11% Thursday in after-market trading, while Pinnacle’s shares were down nearly 9%.

Under the terms of the agreement, which has been unanimously approved by both companies’ boards, shares in Synovus and Pinnacle would be converted into shares of a new Pinnacle parent company, based on a fixed exchange ratio of 0.5237 Synovus shares per Pinnacle share. After the deal closes, Synovus shareholders would own about 48.5% of the combined company, while Pinnacle shareholders will own slightly more, about 51.5%.

Read more about bank M&A here: https://www.americanbanker.com/tag/mergers-and-acquisitions

The transaction is expected to be approximately 21% accretive to Pinnacle’s estimated operating earnings per share in 2027, with a tangible book value per share earnback period of 2.6 years.

During a conference call to discuss the deal, Turner called it “one of most compelling bank transactions that I’ve seen in a long time” and said that he’s long admired Blair and his team.

“We are completely aligned,” Turner said. “Let me repeat, we are completely aligned.”

Local market leadership will remain intact, Blair said on the call. Executives said they are making “significant employment commitments” in Nashville, Columbus and Atlanta.

Synovus has recently been focused on hiring more bankers in certain Southeast metropolitan areas in order to support its commercial and middle-market lending and private wealth. Those areas include Atlanta; Miami; Birmingham, Alabama; and Charleston, South Carolina.

“To me, this is so much more compelling than continuing to grow the bank organically,” Blair said on the call.

Pinnacle Financial was named American Banker’s 2024 Best Bank to Work For, among banks with more than $10 billion of assets.