Item 8.01. Other Events.
On
The Notes are subordinated, unsecured obligations of the Company and will rank
junior in right of payment to all of the Company's senior obligations from time
to time outstanding. Interest on the Notes will be payable semi-annually in
arrears on
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 text of Base Indenture which is filed as Exhibit 4.1 hereto, the text of the First Supplemental Indenture which is filed as Exhibit 4.2 hereto, and the form of the Notes, which is included in Exhibit 4.2 hereto, each of which is incorporated by reference into this Item 8.01 and into the Registration Statement.
A copy of the opinion of
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Number Description 1.1 Underwriting Agreement, datedJanuary 30, 2023 , amongSynchrony Financial andJ.P. Morgan Securities LLC ,BofA Securities, Inc. ,Citigroup Global Markets Inc. andWells Fargo Securities, LLC , as representatives of the several underwriters listed on Schedule I thereto. 4.1 Indenture, dated as ofFebruary 2, 2023 , betweenSynchrony Financial and The Bank of New York Mellon, as Trustee. 4.2 First Supplemental Indenture, dated as ofFebruary 2, 2023 , betweenSynchrony Financial and The Bank of New York Mellon, as Trustee. 4.3 Form of 7.250% Subordinated Notes due 2033 (included in Exhibit 4.2 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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