Exhibit 25.1

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM T-1

 

 

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

 

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

 

 

THE BANK OF NEW YORK MELLON

(Exact name of trustee as specified in its charter)

 

 

 

New York
  13-5160382
(Jurisdiction of incorporation
if not a U.S. national bank)
  (I.R.S. employer
identification no.)
240 Greenwich Street, New York, N.Y.   10286
(Address of principal executive offices)   (Zip code)

 

 

SYNCHRONY FINANCIAL

(Exact name of obligor as specified in its charter)

 

 

 

Delaware
  51-0483352
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. employer
identification no.)
777 Long Ridge Road Stamford, Connecticut   06902
(Address of principal executive offices)   (Zip code)

 

 

Senior Debt Securities

(Title of the indenture securities)

 

 

 


1.

General information. Furnish the following information as to the Trustee:

 

  (a)

Name and address of each examining or supervising authority to which it is subject.

 

Name

  

Address

Superintendent of the Department of Financial Services of the State of New York    One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
Federal Reserve Bank of New York    33 Liberty Street, New York, N.Y. 10045
Federal Deposit Insurance Corporation    550 17th Street, NW Washington, D.C. 20429
The Clearing House Association L.L.C.    100 Broad Street New York, N.Y. 10004

 

  (b)

Whether it is authorized to exercise corporate trust powers.

Yes.

 

2.

Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

 

16.

List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”).

 

  1.

A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).

 

- 2 -


  4.

A copy of the existing By-laws of the Trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-261533).

 

  6.

The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-229519).

 

  7.

A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

 

- 3 -


SIGNATURE

Pursuant to the requirements of the Act, the Trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York, and State of New York, on the14th day of July, 2022.

 

THE BANK OF NEW YORK MELLON
By:  

/s/ Francine Kincaid

  Name: Francine Kincaid
  Title:   Vice President

 

- 4 -


EXHIBIT 7

 

 

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON

of 240 Greenwich Street, New York, N.Y. 10286

And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business March 31, 2022, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

 

     Dollar amounts in thousands  

ASSETS

  

Cash and balances due from depository institutions:

  

Noninterest-bearing balances and currency and coin

     5,268,000  

Interest-bearing balances

     144,306,000  

Securities:

  

Held-to-maturity securities

     60,600,000  

Available-for-sale debt securities

     92,185,000  

Equity securities with readily determinable fair values not held for trading

     2,000  

Federal funds sold and securities purchased under agreements to resell:

  

Federal funds sold in domestic offices

     0  

Securities purchased under agreements to resell

     8,296,000  

Loans and lease financing receivables:

  

Loans and leases held for sale

     0  

Loans and leases held for investment

     31,648,000  

LESS: Allowance for loan and lease losses

     153,000  

Loans and leases held for investment, net of allowance

     31,495,000  

Trading assets

     10,454,000  

Premises and fixed assets (including capitalized leases)

     2,877,000  

Other real estate owned

     1,000  

Investments in unconsolidated subsidiaries and associated companies

     1,475,000  

Direct and indirect investments in real estate ventures

     0  

Intangible assets

     7,041,000  

Other assets

     16,465,000  
  

 

 

 

Total assets

     380,465,000  
  

 

 

 


LIABILITIES

  

Deposits:

  

In domestic offices

     218,035,000  

Noninterest-bearing

     97,334,000  

Interest-bearing

     120,701,000  

In foreign offices, Edge and Agreement subsidiaries, and IBFs

     119,324,000  

Noninterest-bearing

     6,368,000  

Interest-bearing

     112,956,000  

Federal funds purchased and securities sold under agreements to repurchase:

  

Federal funds purchased in domestic offices

     0  

Securities sold under agreements to repurchase

     4,308,000  

Trading liabilities

     3,065,000  

Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)

     294,000  

Not applicable

  

Not applicable

  

Subordinated notes and debentures

     0  

Other liabilities

     8,611,000  
  

 

 

 

Total liabilities

     353,637,000  
  

 

 

 

EQUITY CAPITAL

  

Perpetual preferred stock and related surplus

     0  

Common stock

     1,135,000  

Surplus (exclude all surplus related to preferred stock)

     11,840,000  

Retained earnings

     16,363,000  

Accumulated other comprehensive income

     -2,510,000  

Other equity capital components

     0  

Total bank equity capital

     26,828,000  

Noncontrolling (minority) interests in consolidated subsidiaries

     0  

Total equity capital

     26,828,000  
  

 

 

 

Total liabilities and equity capital

     380,465,000  
  

 

 

 


I, Emily Portney, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

 

Emily Portney

Chief Financial Officer

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

 

Thomas P. Gibbons

Frederick O. Terrell

Joseph J. Echevarria

          Directors