EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
FOR
4.875% SUBORDINATED NOTES DUE 2013
OF
SYNOVUS FINANCIAL CORP.
PURSUANT TO THE PROSPECTUS DATED ________, 2003
This form must be used by a holder of 4.875% subordinated notes due
2013 (the "Old Notes") of Synovus Financial Corp., a Georgia corporation
("Synovus"), who wishes to tender Old Notes to the Exchange Agent pursuant to
the guaranteed delivery procedures described in "The Exchange Offer--Guaranteed
Delivery Procedures" in the Prospectus, dated _______, 2003 (the "Prospectus")
and in Instruction 1 to the related Letter of Transmittal. Any holder who wishes
to tender Old Notes pursuant to those guaranteed delivery procedures must ensure
that the Exchange Agent receives this Notice of Guaranteed Delivery before the
Expiration Date of the Exchange Offer. Capitalized terms used but not defined in
this notice have the meanings ascribed to them in the Prospectus or the Letter
of Transmittal.
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THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ________ , 2003 UNLESS EXTENDED (THE "EXPIRATION DATE").
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The Exchange Agent for the Exchange Offer is:
THE BANK OF NEW YORK TRUST COMPANY OF FLORIDA, N.A.
By Overnight Courier or Mail: By Hand: By Facsimile:
The Bank of New York The Bank of New York (212) 298-1915
Corporate Trust Department Corporate Trust Department Attn: Santino Ginocchietti
101 Barclay Street - 101 Barclay Street -
7 East Lobby Window Level To Confirm by Telephone:
New York, NY 10286 New York, NY 10286
(212) 815-6331
Attn: Santino Ginocchietti Attn: Santino Ginocchietti Santino Ginocchietti
(if by email, registered or certified
recommended)
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE
WILL NOT CONSTITUTE A VALID DELIVERY. THIS NOTICE OF GUARANTEED DELIVERY IS NOT
TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS
REQUIRED TO BE GUARANTEED BY AN "ELIGIBLE INSTITUTION" UNDER THE INSTRUCTIONS
THERETO, THE SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN
THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.
Ladies and Gentlemen:
Upon the terms and subject to the conditions set forth in the
Prospectus and the related Letter of Transmittal, the undersigned hereby tenders
to Synovus the principal amount of Old Notes set forth below pursuant to the
guaranteed delivery procedures set forth in the Prospectus and in Instruction 1
of the Letter of Transmittal.
The undersigned hereby tenders the Old Notes listed below:
AGGREGATE PRINCIPAL AMOUNT
CERTIFICATE NUMBER(S) (IF KNOWN) OF OLD NOTES OR REPRESENTED BY OLD NOTES AGGREGATE PRINCIPAL
ACCOUNT NUMBER AT DTC CERTIFICATE(S) AMOUNT TENDERED
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PLEASE SIGN AND COMPLETE
Signatures of Registered Holder(s) or Authorized Signatory:
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Name(s) of Registered Holder(s):
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Date: , 2003
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Address:
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Area Code and Telephone No.
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The Notice of Guaranteed Delivery must be signed by the holder(s)
exactly as their name(s) appear(s) on certificates for Old Notes or on a
security position listing as the owner of Old Notes, or by person(s) authorized
to become registered holder(s) by endorsements and documents transmitted with
this Notice of Guaranteed Delivery. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer or other person acting in a
fiduciary or representative capacity, that person must provide the following
information.
Please print name(s) and address(es)
Name(s):
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Capacity:
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Address(es):
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm which is a member of a registered national
securities exchange or of the National Association of Securities Dealers, Inc.,
or is a commercial bank or trust company having an office or correspondent in
the United States, or is otherwise an "eligible guarantor institution" within
the meaning of Rule 17Ad-15 under the Securities and Exchange Act of 1934, as
amended, guarantees deposit with the Exchange Agent of the Letter of
Transmittal, together with the Old Notes tendered hereby in proper form for
transfer (or confirmation of the book-entry transfer of those Old Notes into the
Exchange Agent's account at DTC described in the Prospectus under the caption
"The Exchange Offer -- Guaranteed Delivery Procedures" and in the Letter of
Transmittal) and any other required documents, all by 5:00 p.m., New York City
time, on the fifth New York Stock Exchange trading day following the Expiration
Date.
Name of firm:
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Address:
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(Include Zip Code)
Area Code and Tel. No.
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Authorized Signature:
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Name:
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(Please Print)
Title:
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Dated: , 2003
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DO NOT SEND CERTIFICATES FOR OLD NOTES WITH THIS FORM. ACTUAL SURRENDER
OF CERTIFICATES FOR OLD NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY,
AN EXECUTED LETTER OF TRANSMITTAL.
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INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY
1. DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY. A properly
completed and duly executed copy of this Notice of Guaranteed Delivery must be
received by the Exchange Agent at its address set forth in this Notice of
Guaranteed Delivery before the Expiration Date. The method of delivery of this
Notice of Guaranteed Delivery and any other required documents to the Exchange
Agent is at the election and sole risk of the holder of Old Notes, and the
delivery will be deemed made only when actually received by the Exchange Agent.
If delivery is by mail, we recommend registered mail with return receipt
requested, properly insured. As an alternative to delivery by mail the holders
may wish to use an overnight or hand delivery service. In all cases, sufficient
time should be allowed to assure timely delivery. For a description of the
guaranteed delivery procedures, see the Prospectus and Instruction 1 of the
Letter of Transmittal.
2. SIGNATURES ON THIS NOTICE OF GUARANTEED DELIVERY. If this
Notice of Guaranteed Delivery is signed by the registered holder(s) of the Old
Notes referred to in this Notice of Guaranteed Delivery, the signatures must
correspond with the name(s) written on the face of the Old Notes without
alteration, enlargement, or any change whatsoever. If this Notice of Guaranteed
Delivery is signed by a participant of DTC whose name appears on a security
position listing as the owner of the Old Notes, the signature must correspond
with the name shown on the security position listing as the owner of the Old
Notes.
If this Notice of Guaranteed Delivery is signed by a person other than
the registered holder(s) of any Old Notes listed or a participant of DTC whose
name appears on a security position listing as the owner of the Old Notes, this
Notice of Guaranteed Delivery must be accompanied by appropriate bond powers,
signed as the name(s) of the registered holder(s) appear(s) on the Old Notes or
signed as the name of the participant is shown on DTC's security position
listing.
If this Notice of Guaranteed Delivery is signed by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation, or other
person acting in a fiduciary or representative capacity, that person should so
indicate when signing and submit with the Notice of Guaranteed Delivery evidence
satisfactory to Synovus of the person's authority to so act.
3. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and
requests for assistance and requests for additional copies of the Prospectus,
the Letter of Transmittal or this Notice of Guaranteed Delivery may be directed
to the Exchange Agent at the address specified in this Notice of Guaranteed
Delivery and in the Prospectus. Holders may also contact their broker, dealer,
commercial bank, trust company, or other nominee for assistance concerning the
Exchange Offer.
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