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Synchrony Financial 8-K Report, Corporate Update (Mar 6, 2025)

Reports
Other Events·Exhibits & Filings
Filing Date
Filed March 6, 2025
Period End
March 6, 2025
Securities
SYFSYF-PBSYF-PA
In the record · 2016–202610-K1110-Q338-K245

SYF filed 11 annual reports (10-K), 33 quarterly reports (10-Q) and 245 current reports (8-K) between 2016 and 2026.

  1. Restructuring8-K · Sep ’20Sep ’20
  2. Leadership change8-K · Oct ’22Oct ’22
  3. Leadership change8-K · Jun ’26Jun ’26

01—Abstract

Summary

Summary of the 8-K filed March 6, 2025. Cited figures are marked; the original filing is the authoritative source.

Synchrony Financial (SYF) reported on this Form 8-K, filed March 6, 2025, that on March 3, 2025 it entered into an underwriting agreement with J.P.

Morgan Securities LLC, Morgan Stanley & Co. LLC and RBC Capital Markets, LLC, as representatives of the several underwriters, to issue and sell $800,000,000a aggregate principal amount of 5.450% Fixed-to-Floating Rate Senior Notes due 2031 in a public offering under its Form S-3 registration statement (File No. 333-266264). The Notes will be issued under a Base Indenture dated August 11, 2014 with The Bank of New York Mellon, as trustee, as supplemented by a Thirteenth Supplemental Indenture dated March 6, 2025. The filing states that the Twelfth Supplemental Indenture was previously filed with an 8-K on August 2, 2024, and that the Base Indenture was filed with an 8-K on August 13, 2014.

Sidley Austin LLP has issued an opinion on the validity of the Notes, filed as Exhibit 5.1. The filing is a debt-issuance disclosure. It identifies the size, coupon, maturity and governing documents of the Notes, and it does not describe use of proceeds or other financial results.

02—Key points

Key Highlights

  1. Synchrony agreed on March 3, 2025 to sell $800,000,000 of 5.450% Fixed-to-Floating Rate Senior Notes due 2031 in a public offering.
  2. J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and RBC Capital Markets, LLC are the representatives of the underwriters.
  3. The Notes are issued under the Form S-3 registration statement (File No. 333-266264) and related prospectus supplement.
  4. The Notes are governed by the Base Indenture dated August 11, 2014 with The Bank of New York Mellon, as supplemented by the Thirteenth Supplemental Indenture dated March 6, 2025.
  5. Sidley Austin LLP provided an opinion on the validity of the Notes (Exhibit 5.1).
  6. The filing's exhibits include the Underwriting Agreement (Exhibit 1.1), the Thirteenth Supplemental Indenture (Exhibit 4.1) and the Sidley Austin opinion (Exhibit 5.1).

03—Questions

Frequently Asked Questions

  1. What securities did Synchrony Financial agree to sell?

    Synchrony agreed to issue and sell $800,000,000 aggregate principal amount of 5.450% Fixed-to-Floating Rate Senior Notes due 2031 in a public offering.

  2. Who are the underwriters for the offering?

    The underwriting agreement is with J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and RBC Capital Markets, LLC, as representatives of the several underwriters listed on Schedule I to the agreement.

  3. Under what documents were the Notes issued?

    The Notes are governed by the Base Indenture dated August 11, 2014 with The Bank of New York Mellon, as trustee, as supplemented by the Thirteenth Supplemental Indenture dated March 6, 2025.

  4. What registration statement covers the offering?

    The offering is made under Synchrony's Registration Statement on Form S-3 (File No. 333-266264) and the related prospectus and prospectus supplement.

  5. Does the filing describe the intended use of the proceeds?

    No. The filing covers the terms of the Notes and the governing indenture documents and does not describe the use of proceeds.

04—Continue

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