Attached files

file filename
EX-99.1 - EXHIBIT 99.1 - Synchrony Credit Card Master Note Trustv395283_ex99-1.htm
EX-4.1 - EXHIBIT 4.1 - Synchrony Credit Card Master Note Trustv395283_ex4-1.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

Current Report Pursuant

to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported) November 20, 2014

 

Synchrony Credit Card Master Note Trust

RFS Holding, L.L.C.

Synchrony Bank

(Exact Name of Issuing Entity, Depositor/Registrant and Sponsor
as Specified in their respective Charters)

 

Delaware
(State or Other Jurisdiction of Incorporation of Issuing Entity and Registrant)

 

333-107495, 333-130030, 333-144945,
333-169151, 333-181466-01, 333-
181466, 333-107495-02,
333-130030-01, 333-144945-01,
333-169151-01
  57-1173164 (RFS Holding, L.L.C.)
20-0268039 (Synchrony Credit Card Master
Note Trust)
(Commission File Numbers for Registrant
and Issuing Entity, respectively)
  (Registrants’ I.R.S. Employer Identification Nos.
for Registrant and Issuing Entity, respectively)

 

777 Long Ridge Road, Stamford, Connecticut   06927
(Address of Principal Executive Offices)   (Zip Code)

 

(877) 441-5094
(Registrant’s Telephone Number, Including Area Code)

 

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

  

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 
 

  

Item 1.01.Entry into Material Definitive Agreements.

 

Issuance of Series 2014-1 Notes

 

On November 20, 2014, Synchrony Credit Card Master Note Trust (the “Trust”) issued $700,000,000 of Series 2014-1 Class A Asset Backed Notes (the “Class A Notes”), $68,055,555 of Series 2014-1 Class B Asset Backed Notes (the “Class B Notes”), $58,333,334 of Series 2014-1 Class C Asset Backed Notes (the “Class C Notes”) and $97,222,222 of Series 2014-1 Class D Asset Backed Notes (the “Class D Notes”), described in a Prospectus Supplement dated November 14, 2014 to a Prospectus dated November 12, 2014.

 

Use of Proceeds – Series 2014-1 Notes

 

The public offering of the Class A Notes, Class B Notes and Class C Notes was made under the registration statement (the “Registration Statement”) on Form S-3 (File No. 333-181466 and File No. 333-181466-01) filed with the Securities and Exchange Commission on May 16, 2012 (as amended by pre-effective amendment no. 1 on July 16, 2012 and pre-effective amendment no. 2 on August 6, 2012) and declared effective on August 10, 2012.

 

The public offering of the Class A Notes, Class B Notes and Class C Notes terminated on November 14, 2014 upon the sale of all of the Class A Notes, Class B Notes and Class C Notes. An affiliate of the depositor purchased all of the Class D Notes.  The underwriters of the Class A Notes, Class B Notes and Class C Notes were RBC Capital Markets, LLC, Barclays Capital Inc., Citigroup Global Markets Inc., Natixis Securities Americas LLC, Scotia Capital (USA) Inc., The Williams Capital Group, L.P. and Wells Fargo Securities LLC. No underwriting discount was paid to the underwriters with respect to the Class D Notes purchased by such affiliate.

 

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 Class A Notes, Class B Notes and Class C Notes with respect to underwriting commissions and discounts was $1,750,000 for the Class A Notes, $221,181 for the Class B Notes and $218,750 for the Class C Notes.  After deducting the underwriting commissions and discounts described in the preceding sentence, the net offering proceeds to the Issuer before expenses for the Class A Notes are $698,055,820, the net offering proceeds to the Issuer before expenses for the Class B Notes are $67,818,375 and the net offering proceeds to the Issuer before expenses for the Class C Notes are $58,102,206. Other expenses, including legal fees and other costs and expenses, are reasonably estimated to be $800,000 and net proceeds to the Issuer, after deduction of expenses, are reasonably estimated to be $823,176,401. 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 Issuer, or (b) owners of 10 percent or more of any class of securities of the Issuer.

 

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 Issuer or (b) owners of 10 percent or more of any class of securities of the Issuer.

 

Item 6.05.Securities Act Updating Disclosure.

 

The tables set forth in the attached Exhibit 99.1 summarize the trust portfolio by various criteria as of October 31, 2014.

 

Item 9.01.Financial Statements and Exhibits.

 

(a)Not applicable.

 

(b)Not applicable.

 

 
 

  

(c)Not applicable.

 

(d)Exhibits.

 

 
 

  

Exhibit No. Document Description
     
4.1  

Series 2014-1 Indenture Supplement, dated as of November 20, 2014, between Synchrony Credit Card Master Note Trust and Deutsche Bank Trust Company Americas, as indenture trustee

 

99.1  

Composition of the Trust Portfolio

 

 

 
 

  

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 November 26, 2014 RFS Holding, L.L.C., as depositor
   
  By: /s/ Joseph Ressa
  Name: Joseph Ressa
  Title: Vice President