0001140361-15-042306.txt : 20151119 0001140361-15-042306.hdr.sgml : 20151119 20151119161542 ACCESSION NUMBER: 0001140361-15-042306 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20151117 FILED AS OF DATE: 20151119 DATE AS OF CHANGE: 20151119 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Synchrony Financial CENTRAL INDEX KEY: 0001601712 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 510483352 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 777 LONG RIDGE ROAD CITY: STAMFORD STATE: CT ZIP: 06902-1250 BUSINESS PHONE: 203 585-6730 MAIL ADDRESS: STREET 1: 777 LONG RIDGE ROAD CITY: STAMFORD STATE: CT ZIP: 06902-1250 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GE Consumer Finance, Inc. CENTRAL INDEX KEY: 0001614676 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36560 FILM NUMBER: 151243808 BUSINESS ADDRESS: STREET 1: 170 ELECTION ROAD CITY: DRAPER STATE: UT ZIP: 84020-6425 BUSINESS PHONE: 801 816-4784 MAIL ADDRESS: STREET 1: 170 ELECTION ROAD CITY: DRAPER STATE: UT ZIP: 84020-6425 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GENERAL ELECTRIC CAPITAL CORP CENTRAL INDEX KEY: 0000040554 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36560 FILM NUMBER: 151243809 BUSINESS ADDRESS: STREET 1: 901 MAIN AVENUE CITY: NORWALK STATE: CT ZIP: 06851-1168 BUSINESS PHONE: 203-840-6300 MAIL ADDRESS: STREET 1: 901 MAIN AVENUE CITY: NORWALK STATE: CT ZIP: 06851-1168 FORMER NAME: FORMER CONFORMED NAME: GENERAL ELECTRIC CREDIT CORP DATE OF NAME CHANGE: 19871216 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GENERAL ELECTRIC CO CENTRAL INDEX KEY: 0000040545 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC & OTHER ELECTRICAL EQUIPMENT (NO COMPUTER EQUIP) [3600] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36560 FILM NUMBER: 151243810 BUSINESS ADDRESS: STREET 1: 3135 EASTON TURNPIKE STREET 2: W3F CITY: FAIRFIELD STATE: CT ZIP: 06828 BUSINESS PHONE: 203-373-2211 MAIL ADDRESS: STREET 1: 3135 EASTON TURNPIKE STREET 2: W3F CITY: FAIRFIELD STATE: CT ZIP: 06828 4 1 doc1.xml FORM 4 X0306 4 2015-11-17 1 0001601712 Synchrony Financial SYF 0000040545 GENERAL ELECTRIC CO 3135 EASTON TURNPIKE FAIRFIELD CT 06828 0 0 1 0 0000040554 GENERAL ELECTRIC CAPITAL CORP 901 MAIN AVENUE NORWALK CT 06851-1168 0 0 1 0 0001614676 GE Consumer Finance, Inc. C/O GE POWER & WATER 4200 WILDWOOD PARKWAY 5-8C-01 ATLANTA GA 30339-8402 0 0 1 0 Common Stock 2015-11-17 4 J 0 705270833 D 0 D General Electric Company ("GE") disposed of 705,270,833 shares of common stock of the Issuer in exchange for 671,366,809 shares of GE common stock pursuant to a registered exchange offer to GE's common stockholders. The final exchange ratio was 1.0505 shares of Issuer common stock per share of GE common stock accepted in the exchange offer. In preparation for the consummation of the exchange offer, Power Holding LLC (formerly known as GE Consumer Finance, Inc.), a wholly-owned subsidiary of GE, distributed all of the shares of common stock of the Issuer that it directly owned to GE. Exhibit 24.1 - Power of Attorney (GE); Exhibit 24.2 - Power of Attorney (GECC); and Exhibit 99.1 - Joint Filer Information, each incorporated herein by reference. /s/ Jonas Svedlund, Attorney-in-fact/General Electric Company 2015-11-19 EX-24.1 2 mm11-1915ge_syf4e241.htm EX.24.1 - POWER OF ATTORNEY - GENERAL ELECTRIC COMPANY mm11-1915ge_syf4e241.htm
Exhibit 24.1
 
 

 
POWER OF ATTORNEY

The undersigned, General Electric Company, a New York company (hereinafter referred to as the “Company”) does hereby make, constitute and appoint each of the persons listed below as the Company’s true and lawful agent and attorney-in-fact (hereinafter referred to as the “Attorney”) to act either together or alone in the name and on behalf of the Company for and with respect to the matters hereinafter described.

Name of Attorney:

Jonas Svedlund                                                  James Waterbury


Each Attorney shall have the power and authority to execute and deliver any Schedule 13D, Schedule 13G or Forms 3, 4 and 5 or any amendments thereto required to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934 on behalf of the Company with regard to any securities owned by the Company or any of its subsidiaries; and, in connection with the foregoing, to execute and deliver all documents, acknowledgments, consents and other agreements and to take such further action as may be necessary or convenient for the Company in order to more effectively carry out the intent and purpose of the foregoing.

Agreements, commitments, documents, instruments and other writings executed by the Attorney in accordance with the terms hereof shall be binding upon the Company without attestation and without affixation of the seal of the Company.  The Power of Attorney conferred hereby shall not be delegable by any Attorney. The Attorney shall serve without compensation for acting in the capacity of agent and attorney-in-fact hereunder.

Unless revoked by the Company, this Power of Attorney shall be governed under the laws of the State of New York and the authority of the Attorney hereunder shall terminate on July 14, 2016.

 
 
 


IN WITNESS WHEREOF, the Company has caused the Power of Attorney to be executed, attested and its corporate seal to be affixed as the 15th day of July, 2015.

  GENERAL ELECTRIC COMPANY  
     
       
 
By:
/s/  Christoph A. Pereira  
    Christoph A. Pereira  
   
Chief Corporate, Securities & Finance
Counsel and Associate Secretary
  

 

Attest:    
       
By:
    /s/  Brandon Smith  
  Name: Brandon Smith   
 
Title:
 Attesting Secretary   


 

 
 
 
 
 
 
 
2
 EX-24.2 3 mm11-1915gecc_syf4e242.htm EX.24.2 - POWER OF ATTORNEY - GENERAL ELECTRIC CAPITAL CORP. mm11-1915gecc_syf4e242.htm
Exhibit 24.2
 
 

 
POWER OF ATTORNEY

The undersigned, General Electric Capital Corporation, a Delaware corporation (hereinafter referred to as the “Corporation”) does hereby make, constitute and appoint each of the persons listed below as the Corporation’s true and lawful agent and attorney-in-fact (hereinafter referred to as the “Attorney”) to act either together or alone in the name and on behalf of the Corporation for and with respect to the matters hereinafter described.

Name of Attorney:

Jonas Svedlund                                                  James Waterbury


Each Attorney shall have the power and authority to execute and deliver any Schedule 13D, Schedule 13G or Forms 3, 4 and 5 or any amendments thereto required to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934 on behalf of the Corporation with regard to any securities owned by the Corporation or any of its subsidiaries; and, in connection with the foregoing, to execute and deliver all documents, acknowledgments, consents and other agreements and to take such further action as may be necessary or convenient for the Corporation in order to more effectively carry out the intent and purpose of the foregoing.

Agreements, commitments, documents, instruments and other writings executed by the Attorney in accordance with the terms hereof shall be binding upon the Corporation without attestation and without affixation of the seal of the Corporation. The Power of Attorney conferred hereby shall not be delegable by any Attorney. The Attorney shall serve without compensation for acting in the capacity of agent and attorney-in-fact hereunder.

Unless revoked by the Corporation, this Power of Attorney shall be governed under the laws of the State of New York and the authority of the Attorney hereunder shall terminate on July 14, 2016.

 
 
 


IN WITNESS WHEREOF, the Corporation has caused the Power of Attorney to be executed, attested and its corporate seal to be affixed as the 15th day of July 2015.


  GENERAL ELECTRIC CAPITAL CORPORATION  
     
       
 
By:
/s/  Christoph A. Pereira  
    Christoph A. Pereira  
   
Vice President, Deputy General Counsel and Secretary
  

 

Attest:    
       
By:
    /s/  Brandon Smith  
  Name: Brandon Smith   
 
Title:
 Assistant Secretary  


 

 
 
 
 
 
 
 
2
 EX-99.1 4 mm11-1915ge_syf4e991.htm EX.99.1 ? JOINT FILER INFORMATION mm11-1915ge_syf4e991.htm

 
Exhibit 99.1


Joint Filer Information

Name of Joint Filer:
General Electric Capital Corporation
   
Address of Joint Filer:
901 Main Avenue
 
Norwalk, CT  06851
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
Synchrony Financial  (SYF)
   
Date of Earliest Transaction Required
  
To Be Reported (Month/Day/Year):
11/17/2015
   
Designated Filer:
General Electric Company

Signature:

GENERAL ELECTRIC CAPITAL CORPORATION  
   
   
By:
/s/ Jonas Svedlund  
  Name:  Jonas Svedlund  
  Title: Attorney-in-fact  
       
       
November 19, 2015    
Date    
 
 

 


 
 
 

Joint Filer Information


Name of Joint Filer:
Power Holding LLC*
   
Address of Joint Filer:
c/o GE Power & Water
 
4200 Wildwood Parkway 5-8C-01
 
Atlanta, GA  30339-8402
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
Synchrony Financial  (SYF)
   
Date of Earliest Transaction Required
  
To Be Reported (Month/Day/Year):
11/17/2015
   
Designated Filer:
General Electric Company


Signature:
 
POWER HOLDING LLC*   
   
   
By:
/s/ Mark Mellana  
  Name: Mark Mellana   
  Title: Manager   
       
       
November 19, 2015    
Date    


*formerly knowns as GE CONSUMER FINANCE, INC.