01—Abstract
Summary
Summary of the 8-K filed July 29, 2025. Cited figures are marked; the original filing is the authoritative source.
Synchrony Financial (SYF) disclosed on July 29, 2025 that on July 24, 2025 it entered into an underwriting agreement with BofA Securities, Inc., Mizuho Securities USA LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters, for a public offering of two series of senior notes under its Form S-3 shelf registration (File No. 333-288729).
The offering consists of $500,000,000a aggregate principal amount of 5.019% Fixed-to-Floating Rate Senior Notes due 2029 and $500,000,000 aggregate principal amount of 6.000% Fixed-to-Floating Rate Senior Notes due 2036, for a combined $1.00 billion. The notes will be issued under a base indenture dated August 11, 2014 with The Bank of New York Mellon, as trustee, as amended by a Twelfth Supplemental Indenture dated August 2, 2024 and further supplemented by a Fourteenth Supplemental Indenture dated July 29, 2025.
The filing incorporates the underwriting agreement, the Fourteenth Supplemental Indenture and the forms of notes by reference, and includes a legality opinion from Sidley Austin LLP on the validity of the notes. For investors, the filing is a debt-financing disclosure: it documents the terms and structure of the new senior unsecured notes issuance but does not describe the use of proceeds, pricing details beyond the coupons, or any change in the company's financial results.
02—Key points
Key Highlights
- Synchrony Financial agreed on July 24, 2025 to sell $1.00 billion of senior notes in total through a public offering.
- The 2029 Notes carry a 5.019% fixed-to-floating rate and total $500,000,000 in principal.
- The 2036 Notes carry a 6.000% fixed-to-floating rate and total $500,000,000 in principal.
- The offering was made under the company's Form S-3 registration statement (File No. 333-288729) and related prospectus supplement.
- BofA Securities, Inc., Mizuho Securities USA LLC and Wells Fargo Securities, LLC are the representatives of the underwriters.
- The notes are governed by a base indenture dated August 11, 2014 with The Bank of New York Mellon as trustee, supplemented by a Fourteenth Supplemental Indenture dated July 29, 2025.
- Sidley Austin LLP provided an opinion on the validity of the notes, filed as Exhibit 5.1.
03—Questions
Frequently Asked Questions
How much debt is Synchrony Financial issuing in this offering?
The company is issuing $500,000,000 of 5.019% Fixed-to-Floating Rate Senior Notes due 2029 and $500,000,000 of 6.000% Fixed-to-Floating Rate Senior Notes due 2036, for a total of $1.00 billion in aggregate principal amount.
What are the key terms of the new notes?
The 2029 Notes bear a 5.019% fixed-to-floating rate and mature in 2029, while the 2036 Notes bear a 6.000% fixed-to-floating rate and mature in 2036. The filing refers to the Fourteenth Supplemental Indenture for the full terms.
Under what documents are the notes issued?
The notes are issued under a base indenture dated August 11, 2014 between the company and The Bank of New York Mellon, as trustee, as amended by the Twelfth Supplemental Indenture dated August 2, 2024 and further supplemented by the Fourteenth Supplemental Indenture dated July 29, 2025.
When was the underwriting agreement entered into?
The company entered into the underwriting agreement on July 24, 2025 with BofA Securities, Inc., Mizuho Securities USA LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters listed on Schedule I to that agreement.
How is the offering registered with the SEC?
The notes are offered publicly under the company's Registration Statement on Form S-3 (File No. 333-288729) and a related prospectus, including the related prospectus supplement.
04—Continue