Keep in mind that S-3 filings with the Securities and Exchange Commission are not assured sales. They expire and get renewed by new filings. Sometimes none of the securities that were filed for ever get sold to investors. And this filing names no underwriters at all, so any formal offering may come when the company feels it is most opportunistic.
As far as how this financing stacks up against the initial public offering (IPO), let’s just say it is not small on that front either. Synchrony’s IPO was at the end of July, and at that time it sold some 125 million shares at $23 each. That was the largest IPO of 2014 at that time, raising some $2.8 billion or so in net proceeds.
Under the use of proceeds, Synchrony said:
Unless otherwise stated in the prospectus supplement accompanying this prospectus or any applicable free writing prospectus, we will use the net proceeds from the sale of any debt securities that may be offered hereby for general corporate purposes. General corporate purposes may include, but are not limited to, increasing our liquidity, reducing or refinancing our indebtedness or the indebtedness of our subsidiaries, funding our operations, financing acquisitions and redeeming outstanding securities. Pending such use, the net proceeds may be invested temporarily in short-term, interest-bearing, investment-grade securities and/or similar assets as we may determine. The prospectus supplement relating to an offering will contain a more detailed description of the use of proceeds of any specific offering of securities.
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Synchrony Financial has earned $2.53 billion in the first nine months of 2014, before income taxes. Its total asset size is rather large considering that it is a financing company — at $304.8 billion, with total equity capital at $21.5 billion (in filing).
Debt offerings of this sort rarely move the needle on a share price. Still, it is a debt offering worth noting due to its size. Shares closed down one cent at $28.94 on Wednesday, against a post-IPO range of $22.60 to $29.56.
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