Synchrony Financial $8 Billion Unsecured Term Loan Facility

Davis Polk advised JPMorgan Chase Bank, N.A., as administrative agent, and Barclays Bank PLC, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman Sachs Bank USA, JPMorgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley Senior Funding, Inc., as joint lead arrangers and joint bookrunners, and BNP Paribas Securities Corp., The Bank of Tokyo-Mitsubishi UFJ, Ltd., HSBC Bank USA, National Association, Mizuho Bank, Ltd., RBC Capital Markets, RBS Securities Inc., Santander Bank, N.A., Societe Generale, Sumitomo Mitsui Banking Corporation, Credit Agricole Corporate and Investment Bank, Fifth Third Bank, Banco Bilbao Vizcaya Argentaria, S.A., ING Bank NV, Intesa San Paolo and Commerzbank AG, New York and Grand Cayman Branches, as co-lead arrangers, in connection with an $8 billion five-year senior unsecured term loan facility provided to Synchrony Financial (“Synchrony”). The proceeds of the facility will be used to refinance Synchrony’s existing indebtedness and for working capital and general corporate purposes.

Incorporated in Delaware on September 12, 2003, 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 health care service providers (collectively, the “partners”). Through its partners’ 329,000 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. On March 13, 2014, Synchrony filed its S-1 registration statement with the SEC for an initial public offering of its common stock.

The Davis Polk credit team included partner Jason Kyrwood and associates Novika Ishar and Vanessa L. Jackson. Partner Margaret E. Tahyar, counsel Reena Agrawal Sahni and associates Daniel E. Newman and Andrew S. Fei provided financial institutions advice. Members of the Davis Polk team are based in the New York office.

www.davispolk.com