Item 8.01. Other Events.
On
The Notes will be governed by an Indenture, dated as of
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 Eleventh Supplemental Indenture filed as Exhibit
4.1 hereto, and the form of the Notes, which is included in Exhibit 4.1 hereto,
each of which is incorporated by reference into this Item 8.01 and into the
Registration Statement, and the Base Indenture, which was filed as Exhibit 4.1
to the Company's Current Report on Form 8-K filed on
A copy of the opinion of
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Number Description 1.1 Underwriting Agreement, datedJune 8, 2022 , amongSynchrony Financial andBarclays Capital Inc. ,BofA Securities, Inc. andCitigroup Global Markets Inc. , as representatives of the several underwriters listed on Schedule I thereto. 4.1 Eleventh Supplemental Indenture, dated as ofJune 13, 2022 , betweenSynchrony Financial andThe Bank of New York Mellon , as Trustee. 4.2 Form of 4.875% Senior Notes due 2025 (included in Exhibit 4.1 hereto). 5.1 Opinion ofSidley Austin LLP 23.1 Consent ofSidley Austin LLP (included in Exhibit 5.1 hereto). 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL
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