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Synchrony Financial logoSynchrony Financial SYF

On February 23, 2024, the company issued and sold 20,000,000 depositary shares, each representing a 1/40th ownership interest in a share of 8.250% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B, 1 shares

8-KAmendments to Articles of Incorporation or Bylaws; Change in Fiscal YearFiled Period of report Summary published (UTC)

Key points

AI summary
  1. On February 23, 2024, the company issued and sold 20,000,000 depositary shares, each representing a 1/40th ownership interest in a share of 8.250% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B, 1 shares

  2. Synchrony Financial said it filed a Certificate of Designations with the Secretary of State of Delaware on February 22, 2024. The filing took effect upon filing and amends the company's Amended and Restated Certificate of Incorporation.

  3. The company said that if it does not declare and either pay or set aside a sum sufficient for payment of dividends on the Series B Preferred Stock for the immediately preceding dividend period, its ability to pay dividends on, make distributions with respect to, or repurchase, redeem or otherwise acquire its common stock and any preferred stock ranking on parity with or junior to the Series B Preferred Stock is subject to certain restrictions.

  4. On February 15, 2024, Synchrony Financial entered into an underwriting agreement with Morgan Stanley & Co. LLC and other representatives of the underwriters to sell 20,000,000 depositary shares in a public offering under a Form S-3 registration statement. It said it entered into a Deposit Agreement with Computershare Inc. and Computershare Trust Company, N.A. on February 23, 2024.

Summary

AI-written

Analysis scope · Filing bodyWe analyzed the filing body and confirmed exhibits. This is not a review of other exhibits, investor presentations or the full earnings call.

Synchrony issues and sells 20,000,000 Series B preferred depositary shares

On February 23, 2024, the company issued and sold 20,000,000 depositary shares, each representing a 1/40th ownership interest in a share of 8.250% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B, 1 shares

Source · Based on the filing body and exhibits

Certificate of Designations filed, charter amended

Synchrony Financial said it filed a Certificate of Designations with the Secretary of State of Delaware on February 22, 2024. The filing took effect upon filing and amends the company's Amended and Restated Certificate of Incorporation.

Source · Based on the filing body and exhibits

Restrictions on common and parity or junior preferred if dividends unpaid

The company said that if it does not declare and either pay or set aside a sum sufficient for payment of dividends on the Series B Preferred Stock for the immediately preceding dividend period, its ability to pay dividends on, make distributions with respect to, or repurchase, redeem or otherwise acquire its common stock and any preferred stock ranking on parity with or junior to the Series B Preferred Stock is subject to certain restrictions.

Source · Based on the filing body and exhibits

Underwriting Agreement and Deposit Agreement on February 15, 2024

On February 15, 2024, Synchrony Financial entered into an underwriting agreement with Morgan Stanley & Co. LLC and other representatives of the underwriters to sell 20,000,000 depositary shares in a public offering under a Form S-3 registration statement. It said it entered into a Deposit Agreement with Computershare Inc. and Computershare Trust Company, N.A. on February 23, 2024.

Source · Based on the filing body and exhibits

AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.

Original filing

The filing as submitted to SEC EDGAR. You can check the figures and statements of this summary against it.

Source: SEC EDGAR (U.S. Securities and Exchange Commission). Item captions are the SEC's. The summary is for reference only and is not investment advice.