Attached files
| file | filename |
|---|---|
| EX-8.1 - EXHIBIT 8.1 - Synchrony Credit Card Master Note Trust | v396019_ex8-1.htm |
| EX-1.1 - EXHIBIT 1.1 - Synchrony Credit Card Master Note Trust | v396019_ex1-1.htm |
| EX-5.1 - EXHIBIT 5.1 - Synchrony Credit Card Master Note Trust | v396019_ex5-1.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) | December 5, 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,
181466, 333-107495-02, |
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. |
RFS Holding, L.L.C. entered into an Underwriting Agreement, dated December 5, 2014 (“Underwriting Agreement”), among RFS Holding, L.L.C., RFS Holding, Inc. and RBC Capital Markets, LLC, relating to the Series 2013-1, Class B Asset Backed Notes (the “Series 2013-1 Class B Notes”) by Synchrony Credit Card Master Note Trust described in the Prospectus dated December 5, 2014 and the Prospectus Supplement dated December 5, 2014.
| Item 8.01 | Other Events. |
The Registrant is filing Exhibits 5.1 and 8.1 in connection with the offering of the Series 2013-1 Class B Notes.
| Item 9.01. | Financial Statements and Exhibits. |
| (a) | Not applicable. |
| (b) | Not applicable. |
| (c) | Not applicable. |
| (d) | Exhibits. |
| Exhibit No. | Document Description | |
| 1.1 | Underwriting Agreement | |
| 5.1 | Opinion of Mayer Brown LLP with respect to legality | |
| 8.1 | Opinion of Mayer Brown LLP with respect to tax matters |
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.
| December 8, 2014 | RFS Holding, L.L.C., as depositor | |||
| By: | /s/ Joseph Ressa | |||
| Name: | Joseph Ressa | |||
| Title: | Vice President | |||