Filed Pursuant to Rule 424(b)(5)
Registration No. 333-266264
The information in this preliminary prospectus supplement is not
complete and may be changed. This preliminary prospectus supplement and the accompanyingprospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not
permitted.
SUBJECT TO
COMPLETION, DATED FEBRUARY 15, 2024
PROSPECTUS SUPPLEMENT
TO THE PROSPECTUS DATED JULY 21, 2022
Depositary Shares Each Representing a 1/40th Interest in a Share of % Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B
We are offering
depositary shares, each representing a 1/40th ownership interest in a share of our % Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B, par value $0.001 per share (the
Series B Preferred Stock), with a liquidation preference of $25 per depositary share (equivalent to $1,000 per share of Series B Preferred Stock). As a holder of depositary shares, you will be entitled to all proportional rights and
preferences of the Series B Preferred Stock represented thereby (including dividend, voting, redemption and liquidation rights). You must exercise any such rights through the depositary.
We will pay dividends on the Series B Preferred Stock, when, as, and if declared by our Board of Directors (or a duly authorized committee
thereof), to the extent that we have lawfully available funds to pay dividends, quarterly in arrears on February 15, May 15, August 15, and November 15 of each year, beginning on May 15, 2024. Dividends will accrue
(i) from the date of issuance to but excluding May 15, 2029 (the First Reset Date), at a rate of % per annum, and (ii) from and including the First Reset Date, during each reset period, at a rate per annum
equal to the Five-Year U.S. Treasury Rate as of the most recent reset dividend determination date (as described elsewhere in this prospectus supplement) plus %. Upon payment of any dividends on the Series B Preferred Stock, holders of
depositary shares are expected to receive a proportionate payment.
Dividends on the Series B Preferred Stock will not be cumulative. If for
any reason our Board of Directors (or a duly authorized committee thereof) does not declare a dividend on the Series B Preferred Stock for any dividend period, that dividend will not accrue or be payable and we will have no obligation to pay
dividends for that dividend period, whether or not dividends on the Series B Preferred Stock are declared for any future dividend period. Dividends on the Series B Preferred Stock will not be declared, paid or set aside for payment to the extent
such act would cause us to fail to comply with applicable laws and regulations, including the capital adequacy regulations and policies established by the Board of Governors of the Federal Reserve System.
We may redeem the Series B Preferred Stock at our option, subject to regulatory approval, (1) in whole or in part, from time to time, on
the First Reset Date or any dividend payment date thereafter, at a redemption price equal to $1,000 per share (equivalent to $25 per depositary share), plus any declared and unpaid dividends, or (2) in whole but not in part, at any time within
90 days following a regulatory capital treatment event (as defined herein), at a redemption price equal to $1,000 per share (equivalent to $25 per depositary share), plus any declared and unpaid dividends. If we redeem the Series B Preferred Stock,
the depositary is expected to redeem a proportionate number of depositary shares.
We will apply to list the depositary shares on the New
York Stock Exchange (the NYSE) under the symbol SYFPrB. Trading of the depositary shares is expected to commence within the 30-day period following the original issue date of the
depositary shares. Our common stock is listed on the NYSE under the symbol SYF.
The Series B Preferred Stock will not have any
voting rights, except the limited ones set forth under Description of the Series B Preferred StockVoting Rights beginning on page S-26.
Investing in the depositary shares involves risks. See Risk Factors beginning on page S-13.
Neither the Securities and Exchange Commission (the SEC) nor any other
regulatory body has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
Neither the depositary shares nor the Series B Preferred Stock are a savings account, deposit or other obligation of a bank and neither are
insured or guaranteed by the Federal Deposit Insurance Corporation (the FDIC) or any other governmental agency or instrumentality.
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Public Offering Price |
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Underwriting Discount (2) |
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Proceeds to Synchrony (Before Expenses) |
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Per depositary share |
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$ |
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$ |
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$ |
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Total (1) |
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$ |
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$ |
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$ |
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(1) |
Assumes no exercise of the underwriters option to purchase additional depositary shares as described
below. |
(2) |
The underwriting discount is calculated using a weighted average amount of $ per
depositary share for retail orders ( depositary shares) and $ per depositary share for institutional orders ( depositary shares). See Underwriting for
additional disclosure regarding the underwriting discount and estimated offering expenses payable by us. |
We have granted
the underwriters an option to purchase up to an additional depositary shares, at the public offering price less the underwriting discount, for 30 days after the date of this prospectus supplement solely to cover
overallotments, if any.
The underwriters expect to deliver the depositary shares in book entry form only through the facilities of The
Depository Trust Company for the accounts of its participants, including Euroclear Bank SA/NV, as operator of the Euroclear System (Euroclear) and Clearstream Banking, S.A. (Clearstream), against payment in New York, New York
on or about , 2024.
We expect to deliver the depositary shares against payment for the depositary shares on or
about the date specified in the immediately prior paragraph, which will be the fifth business day following the date of the pricing of the depositary shares (T+5). Under Rule 15c6-1 under the
Securities Exchange Act of 1934, as amended (the Exchange Act), trades in the secondary market generally are required to settle in two business days, unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who
wish to trade depositary shares on any date prior to two business days before the settlement date will be required, by virtue of the fact that the depositary shares initially will settle in T+5, to specify alternative settlement arrangements to
prevent a failed settlement.
Joint Book-Running Managers
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Morgan Stanley |
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BofA Securities |
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J.P. Morgan |
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RBC Capital Markets |
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Wells Fargo Securities |
, 2024