Synchrony Bank (NYSE:SYF) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into Material Definitive Agreement.

Sale of Series 2015-4 Class B Notes

On November 22, 2016, Synchrony Credit Card Master Note Trust (the “Trust”) sold $26,369,863 of Series 2015-4 Class B Asset Backed Notes (the “Series 2015-4 Class B Notes”), described in a Prospectus dated November 18, 2016.

Use of Proceeds – Series 2015-4 Class B Notes

The public offering of the Series 2015-4 Class B Notes was made under the registration statement (the “Registration Statement”) on Form SF-3 (File No. 333-206176 and File No. 333-206176-01) filed with the Securities and Exchange Commission on August 6, 2015 (as amended by pre-effective amendment no. 1 on December 30, 2015, pre-effective amendment no. 2 on February 5, 2016 and pre-effective amendment no. 3 on February 19, 2016) and declared effective on February 26, 2016.

The public offering of the Series 2015-4 Class B Notes terminated on November 22, 2016 upon the sale of all of the Series 2015-4 Class B Notes. The underwriter of the Series 2015-4 Class B Notes was MUFG Securities Americas Inc.

During the period from the effective date of the Registration Statement through the current reporting period, the amount of expenses incurred in connection with the issuance and distribution of the Series 2015-4 Class B Notes with respect to underwriting commissions and discounts was $93,613 for the Series 2015-4 Class B Notes. After deducting the underwriting commissions and discounts described in the preceding sentence, the net offering proceeds to the Trust before expenses for the Series 2015-4 Class B Notes are $26,369,987. Other expenses, including legal fees and other costs and expenses, are reasonably estimated to be $100,000 and net proceeds to the Trust, after deduction of expenses, are reasonably estimated to be $26,283,421 (which includes accrued interest on the Series 2015-4 Class B Notes in the amount of $13,434). With respect to the payment of these other expenses and costs, all direct or indirect payments were made to persons other than persons who are (a) directors or officers of the Trust or (b) owners of 10 percent or more of any class of securities of the Trust.

The net proceeds to RFS Holding, L.L.C., after deducting the underwriting commissions and discounts, and expenses above, were used to purchase credit card receivables from Synchrony Bank (the “Bank”), an affiliate of RFS Holding, L.L.C., and to repay intercompany indebtedness owed by RFS Holding, L.L.C. to RFS Holding, Inc., another affiliate, which indebtedness was incurred primarily to finance prior purchases of credit card receivables from the Bank. Except as provided in the previous sentence, none of the proceeds were used for payments to (a) any directors or officers of the Trust or (b) owners of 10 percent or more of any class of securities of the Trust.

About Synchrony Bank (NYSE:SYF)

Synchrony Financial is a consumer financial services company. The Company provides a range of credit products through programs it has established with a group of national and regional retailers, local merchants, manufacturers, buying groups, industry associations and healthcare service providers. The Company’s revenue activities are managed through three sales platforms: Retail Card, Payment Solutions and CareCredit. It offers its credit products through its subsidiary, Synchrony Bank (the Bank). Through the Bank, it offers a range of deposit products insured by the Federal Deposit Insurance Corporation (FDIC), including certificates of deposit, individual retirement accounts (IRAs), money market accounts and savings accounts. The Company offers three types of credit products: credit cards, commercial credit products and consumer installment loans. The Company also offers a debt cancellation product. It offers two types of credit cards: private label credit cards and Dual Cards.

Synchrony Bank (NYSE:SYF) Recent Trading Information

Synchrony Bank (NYSE:SYF) closed its last trading session down -0.80 at 33.90 with 3,022,536 shares trading hands.