Actionable news
0
All posts from Actionable news
Actionable news in SYF: SYNCHRONY FINANCIAL,

Registration of securities, business combinations

SUMMARY

This summary does not contain all of the information that may be important to you. You should carefully read this entire prospectus and the other documents to which it refers to understand the exchange offer. See Incorporation by Reference.

The Companies

General Electric Company

3135 Easton Turnpike

Fairfield, Connecticut 06828

(203) 373-2211

GE, a New York corporation, is a global digital industrial company, transforming industry with software-defined machines and solutions that are connected, responsive and predictive. With products and services ranging from aircraft engines, power generation and oil and gas production equipment to medical imaging, financing and industrial products, GE serves customers in approximately 175 countries and employs approximately 305,000 people worldwide. Since its incorporation in 1892, GE has developed or acquired new technologies and services that have considerably broadened and changed the scope of its activities.

Synchrony Financial

777 Long Ridge Road

Stamford, Connecticut 06902

(203) 585-2400

Synchrony, a Delaware corporation, is one of the premier consumer financial services companies in the United States. Synchronys roots in consumer finance trace back to 1932, and today Synchrony is the largest provider of private label credit cards in the United States based on purchase volume and receivables. Synchrony provides a range of credit products through programs it has established with a diverse group of national and regional retailers, local merchants, manufacturers, buying groups, industry associations and healthcare service providers, referred to as its partners. Through Synchronys partners over 300,000 locations across the United States and Canada, and their websites and mobile applications, Synchrony offers their customers a variety of credit products to finance the purchase of goods and services. During 2014 and the first two quarters of 2015, Synchrony financed $103.1 billion and $51.9 billion of purchase volume, respectively, and at June 30, 2015 Synchrony had $61.4 billion of loan receivables and 61.7 million active accounts. Synchronys active accounts represent a geographically diverse group of both consumers and businesses, with an average FICO score of 715 for consumer active accounts at June 30, 2015. Synchronys business has been profitable and resilient, including through the recent U.S. financial crisis and ensuing years. For the year ended December 31, 2014, Synchrony had net earnings of $2.1 billion, representing a return on assets of 3.2%.

The Exchange Offer

Terms of the Exchange Offer

GE is offering to exchange up to 705,270,833 shares of Synchrony common stock in the aggregate for outstanding shares of GE common stock that are validly tendered and not validly withdrawn. You may tender all, some or none of your shares of GE common stock.

Shares of GE common stock validly tendered and not validly withdrawn will be accepted for exchange at the final exchange ratio, on the terms and conditions of the exchange offer and subject to the limits described below, including the proration provisions. Shares not accepted for exchange will be returned to the tendering shareholder promptly following the expiration or termination of the exchange offer, as applicable.

Extension; Amendment; Termination

The exchange offer, and your withdrawal rights, will expire at 12:00 midnight, New York City time, at the end of the day on November 16, 2015, unless the exchange offer is extended or terminated. You must tender your shares of GE common stock before this time if you want to participate in the exchange offer. GE may extend, amend or terminate the exchange offer as described in this prospectus.

Conditions to Completion of the Exchange Offer

GE is not required to complete the exchange offer unless various conditions are satisfied or, where permissible, waived, before the expiration of the exchange offer, including that (i) at least 634,743,750 shares of Synchrony common stock will be distributed in exchange for shares of GE common stock that are tendered in the exchange offer, (ii) the private letter ruling from the IRS remains in effect and valid as to certain issues relating to, and GE receives an opinion from tax counsel confirming, the tax-free treatment of the split-off and pro rata spin-off, if any, to GE and its shareholders and (iii) the Federal Reserve Boards prior approval of the Synchrony application to become a stand-alone savings and loan holding company, to retain control of the Bank and to retain control of its nonbank subsidiaries following completion of the exchange offer continues to be effective. The minimum number of shares of GE common stock that must be tendered in order for at least 634,743,750 shares of Synchrony common stock to be distributed in the exchange offer is referred to as the minimum amount. GE may waive any or all of the conditions to the exchange offer, subject to limited exceptions. Synchrony has no right to waive any of the conditions to the exchange offer. See The Exchange OfferConditions to Completion of the Exchange Offer.

Proration; Odd-Lots

If, on the expiration date of the exchange offer (currently expected to be November 16, 2015), the exchange offer is oversubscribed, GE will accept on a pro rata basis in proportion to the number of shares tendered, all shares of GE common stock validly tendered and not validly withdrawn, except for tenders of odd-lots as described below. GE will announce the preliminary proration factor, if any, by press release by 9:00 a.m., New York City time, on the business day (currently expected to be November 17, 2015) immediately following the expiration date of the exchange offer (currently expected to be November 16, 2015). Upon determining the number of shares of GE common stock validly tendered for exchange, GE will announce the final results, including the final proration factor, if any, promptly after the determination is made.

If you directly or beneficially own less than 100 shares of GE common stock and wish to tender all of your shares of GE common stock, you may request that your shares not be subject to proration. In order to request this preferential treatment, you should check the box under Proration/Odd Lot on the letter of transmittal. If your odd-lot shares are held by a broker, dealer, commercial bank, trust company, custodian or similar institution for your account, you should contact that institution so that it can request such preferential treatment. All of your odd-lot shares will be accepted for exchange without proration if GE completes the exchange offer.

Fractional Shares

Fractional shares of Synchrony common stock will not be distributed in the exchange offer. The exchange agent, acting as agent for the tendering GE shareholders, will aggregate any fractional shares that would otherwise have been required to be distributed and cause them to be sold in the open market. You will receive the proceeds, if any, less any brokerage commissions or other fees, from the sale of these shares in accordance with your fractional interest in the aggregate number of shares sold. The distribution of fractional share proceeds will take longer than the distribution of shares of Synchrony common stock. As a result, shareholders will not receive fractional share proceeds at the same time they receive shares of Synchrony common stock.

Procedures for Tendering

The procedures you must follow to participate in the exchange offer will depend on how you hold your shares of GE common stock. For you to validly tender your shares of GE common stock pursuant to the exchange offer, before the expiration of the exchange offer, you will need to take the following steps:

Treatment of Shares of GE Common Stock Held Under a Savings Plan

Shares of GE common stock held for the account of participants in the ITI 401(k) Plan, Elano Profit Sharing Plan, Middle River Aircraft Systems Salaried Savings Plan, Middle River Aircraft Systems Hourly Savings Plan, Asset Management Plan For Affiliated GE Companies, GE Asset Maintenance Plan, Roper Employee Voluntary Stock Ownership Plan, Advanced Services, Inc. Employee Savings and Retirement Plan, GE Retirement Savings Plan, GE Puerto Rico Savings Plan for Salaried Employees, and all similar plans sponsored by GE or one of its affiliates (each a Savings Plan and collectively, the Savings Plans) are eligible for participation in the exchange offer. A Savings Plans rules may be different than those described in this prospectus (and may be different than those of other Savings Plans). See The Exchange OfferTreatment of Shares of GE common stock held under a Savings Plan.

Delivery of Shares of Synchrony Common Stock

Assuming the shares of GE common stock tendered in the exchange offer have been accepted for exchange, the exchange agent will cause shares of Synchrony common stock to be credited in book-entry form to direct registered accounts maintained by Synchronys transfer agent for the benefit of the respective holders (or, in the case of shares tendered through DTC, to the account of DTC so that DTC can credit the relevant DTC participant and such participant can credit its respective account holders) promptly after the expiration of the exchange offer. Certificates representing shares of Synchrony common stock will not be issued pursuant to the exchange offer.

Withdrawal Rights

You may withdraw your tendered shares of GE common stock at any time before the expiration of the exchange offer (currently expected to be November 16, 2015). If you change your mind again before the expiration of the exchange offer, you may re-tender your shares of GE common stock by again following the exchange offer procedures.

In order to withdraw your shares...


More