On July 24, 2025, Synchrony Financial (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Mizuho Securities USA LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters listed on Schedule I to the Underwriting Agreement (collectively, the “Underwriters”), to issue and sell $500,000,000 aggregate principal amount of 5.019% Fixed-to-Floating Rate Senior Notes due 2029 (the “2029 Notes”) and $500,000,000 aggregate principal amount of 6.000% Fixed-to-Floating Rate Senior Notes due 2036 (the “2036 Notes” and, together with the 2029 Notes, the “Notes”) in a public offering pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-288729) (the “Registration Statement”) and a related prospectus, including the related prospectus supplement, filed with the Securities and Exchange Commission.
The Notes will be governed by an Indenture, dated as of August 11, 2014 (the “Base Indenture”), between the Company and The Bank of New York Mellon, as trustee (the “Trustee”), as amended and supplemented on August 2, 2024 and as further supplemented by a Fourteenth Supplemental Indenture, dated as of July 29, 2025 (the “Fourteenth Supplemental Indenture”), between the Company and the Trustee (as so supplemented, the “Indenture”).
The foregoing summary of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and incorporated by reference into this Item 8.01 and into the Registration Statement. The foregoing summary of the Indenture does not purport to be complete and is qualified in its entirety by reference to the Fourteenth Supplemental Indenture filed as Exhibit 4.1 hereto, and the forms of the Notes of each series, which are included in Exhibit 4.1 hereto, each of which is incorporated by reference into this Item 8.01 and into the Registration Statement, the Twelfth Supplemental Indenture, which was filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on August 2, 2024, and the Base Indenture, which was filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on August 13, 2014.
A copy of the opinion of Sidley Austin LLP, relating to the validity of the Notes, is incorporated by reference into the Registration Statement and is filed as Exhibit 5.1 hereto.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
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| Number |
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Description |
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| 1.1 |
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Underwriting Agreement, dated July 24, 2025, among Synchrony Financial and BofA Securities, Inc., Mizuho Securities USA LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters listed on Schedule I thereto. |
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| 4.1 |
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Fourteenth Supplemental Indenture, dated as of July 29, 2025, between Synchrony Financial and The Bank of New York Mellon, as Trustee. |
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| 4.2 |
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Form of 5.019% Fixed-to-Floating Rate Senior Notes due 2029 (included in Exhibit 4.1 hereto). |
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| 4.3 |
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Form of 6.000% Fixed-to-Floating Rate Senior Notes due 2036 (included in Exhibit 4.1 hereto). |
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| 5.1 |
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Opinion of Sidley Austin LLP. |
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| 23.1 |
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Consent of Sidley Austin LLP (included in Exhibit 5.1 hereto). |
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| 104 |
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The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
