UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
August 29, 2016 (August 24, 2016)
Date of Report
(Date of earliest event reported)
SYNCHRONY FINANCIAL
(Exact name of registrant as specified in its charter)
| Delaware | 001-36560 | 51-0483352 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 777 Long Ridge Road Stamford, Connecticut |
06902 | |
| (Address of principal executive offices) | (Zip Code) |
(203) 585-2400
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. Other Events.
On August 24, 2016, Synchrony Financial (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters listed on Schedule I to the Underwriting Agreement (collectively, the “Underwriters”), to issue and sell $200,000,000 aggregate principal amount of Floating Rate Senior Notes due 2017 (the “Notes”) in a public offering pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-200374) (the “Registration Statement”) and a related prospectus, including the related prospectus supplement, filed with the Securities and Exchange Commission. The Notes constitute an additional issuance of, and will be fungible and form a single series with, the outstanding Floating Rate Senior Notes due 2017 that the Company first issued on May 4, 2016.
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 supplemented to August 29, 2016, including by a Fifth Supplemental Indenture, dated as of May 9, 2016 (the “Fifth 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 (i) the Fifth Supplemental Indenture, which was filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on May 9, 2016, (ii) the form of the Notes filed as Exhibit 4.1 hereto, which is incorporated by reference into this Item 8.01 and into the Registration Statement, and (iii) 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
| Number |
Description | |
| 1.1 | Underwriting Agreement, dated August 24, 2016, among Synchrony Financial and J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters listed on Schedule I thereto. | |
| 4.1 | Form of Floating Rate Senior Notes due 2017. | |
| 5.1 | Opinion of Sidley Austin LLP. | |
| 23.1 | Consent of Sidley Austin LLP (included in Exhibit 5.1 hereto). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SYNCHRONY FINANCIAL | ||||||
| Date: August 29, 2016 | By: | /s/ Jonathan S. Mothner | ||||
| Name: | Jonathan S. Mothner | |||||
| Title: | Executive Vice President, General Counsel and Secretary | |||||
EXHIBIT INDEX
| Number |
Description | |
| 1.1 | Underwriting Agreement, dated August 24, 2016, among Synchrony Financial and J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters listed on Schedule I thereto. | |
| 4.1 | Form of Floating Rate Senior Notes due 2017. | |
| 5.1 | Opinion of Sidley Austin LLP. | |
| 23.1 | Consent of Sidley Austin LLP (included in Exhibit 5.1 hereto). | |