Pricing Term Sheet		Issuer Free Writing Prospectus
Dated July 22, 2019		Filed Pursuant to Rule 433
		Registration Statement No. 333-213681
		Supplementing the Preliminary
		Prospectus Supplement dated July 22, 2019
		(To the Prospectus dated September 16, 2016)

 

$750,000,000 2.850% Senior Notes due 2022 (the “Notes”)

(the “Offering”)

The information in this pricing term sheet relates to the Offering of SYNCHRONY FINANCIAL (the “Issuer”), and should be read together with the preliminary prospectus supplement dated July 22, 2019 relating to the Offering, and the accompanying prospectus dated September 16, 2016 included in the Issuer’s Registration Statement on Form S-3 (File No. 333-213681) (as supplemented by such preliminary prospectus supplement, the “Preliminary Prospectus”).

The information in this pricing term sheet supersedes the information in the Preliminary Prospectus to the extent inconsistent with the information in the Preliminary Prospectus. Terms used but not defined herein have the meanings given in the Preliminary Prospectus.

 

Issuer:		SYNCHRONY FINANCIAL
Title of Securities:		2.850% Senior Notes due 2022
Ranking:		Senior Unsecured
Maturity Date:		July 25, 2022
Principal Amount:		$750,000,000
Price to Public:		99.937% of the principal amount
Net Proceeds to Issuer (before estimated offering expenses):		$746,527,500
Treasury Benchmark:		1.750% due July 15, 2022
Treasury Benchmark Price:		99-30
Treasury Benchmark Yield:		1.772%
Spread to Treasury Benchmark:		+110 basis points
Yield to Maturity:		2.872%
Interest Rate:		2.850%
Day Count Convention:		30/360, Following Unadjusted
Business Day Convention:		New York
Interest Payment Dates:		Interest on the Notes will be payable semi-annually in arrears on January 25 and July 25 of each year, beginning on January 25, 2020

 

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Optional Redemption:		The Notes may not be redeemed by the Issuer prior to January 25, 2020. At any time and from time to time on or after January 25, 2020 prior to June 25, 2022 (one month prior to the maturity date of the Notes), the Issuer may redeem the Notes, in whole or in part, at a redemption price equal to the greater of:   (i) 100% of the aggregate principal amount of the Notes to be redeemed; and   (ii) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the date of redemption) in respect of the Notes to be redeemed (assuming that the Notes matured on June 25, 2022), discounted to such redemption date, on a semi-annual basis, at the applicable Treasury Rate plus 20 basis points,   plus, in each case of (i) and (ii), accrued and unpaid interest to, but excluding, the redemption date of the Notes to be redeemed.   At any time and from time to time on or after June 25, 2022 (one month prior to the maturity date of the Notes), the Issuer may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date of the Notes to be redeemed.
CUSIP / ISIN:		87165B AQ6 / US87165BAQ68
Format:		SEC Registered
Denominations:		Minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof
Method of Settlement:		DTC
Trade Date:		July 22, 2019
Settlement Date**:		July 25, 2019 (T+3)
Joint Book-Running Managers:		Mizuho Securities USA LLC Morgan Stanley & Co. LLC RBC Capital Markets, LLC
Senior Co-Managers:		BofA Securities, Inc. MUFG Securities Americas Inc.
Co-Managers:		Academy Securities, Inc Blaylock Van, LLC CastleOak Securities, L.P. Mischler Financial Group, Inc. Samuel A. Ramirez & Company, Inc. R. Seelaus & Co., LLC The Williams Capital Group, L.P.

 

*	Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time. Each credit rating should be evaluated independently of any other credit rating.

**It is expected that delivery of the Notes will be made against payment therefor on or about July 25, 2019, which will be the third business day after the date of the prospectus supplement. Under Rule 15c6-1 of the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended, 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

 

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trade the Notes on the date of the prospectus supplement will be required, by virtue of the fact that the Notes will settle in three business days, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Such purchasers should consult their own advisors in this regard.

The Issuer has filed a registration statement (including a prospectus) and a preliminary prospectus supplement dated July 22, 2019 with the SEC for the Offering to which this communication relates. Before you invest, you should read the preliminary prospectus supplement and the accompanying prospectus in that registration statement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this Offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, copies of the preliminary prospectus supplement related to the Offering and the accompanying prospectus may be obtained from: Mizuho Securities USA LLC, Attention: Debt Capital Markets, 320 Park Avenue, 12th Floor, New York, New York 10022 or by calling at (866) 271-7403; Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, New York 10014 or by calling at (866) 718-1649; and RBC Capital Markets, LLC, Attention: Transaction Management, 200 Vesey Street, 8th Floor, New York, New York 10281, by calling at (866) 375-6829.

ANY DISCLAIMER OR OTHER NOTICE THAT MAY APPEAR BELOW IS NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMER OR NOTICE WAS AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT BY BLOOMBERG OR ANOTHER EMAIL SYSTEM.

 

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