Attached files

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EX-34.1 - EX-34.1 - Cabela's Credit Card Master Note Trustd334252dex341.htm
EX-33.1 - EX-33.1 - Cabela's Credit Card Master Note Trustd334252dex331.htm
EX-23.1 - EX-23.1 - Cabela's Credit Card Master Note Trustd334252dex231.htm
EX-31.1 - EX-31.1 - Cabela's Credit Card Master Note Trustd334252dex311.htm
EX-33.2 - EX-33.2 - Cabela's Credit Card Master Note Trustd334252dex332.htm
EX-35.1 - EX-35.1 - Cabela's Credit Card Master Note Trustd334252dex351.htm
EX-34.2 - EX-34.2 - Cabela's Credit Card Master Note Trustd334252dex342.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-K

 

 

(Mark One)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For fiscal year ended December 31, 2016

OR

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission File Number of Issuing Entity: 333-209766-01

Central Index Key Number of Issuing Entity: 0001592145

 

 

CABELA’S CREDIT CARD MASTER NOTE TRUST

(Exact name of Issuing Entity as specified in its charter)

 

 

Commission File Number of Issuing Entity in respect of the Series 2004-1 Certificate: 333-209766-02

Central Index Key Number of Issuing Entity in respect of the Series 2004-1 Certificate: 0001592143

 

 

CABELA’S MASTER CREDIT CARD TRUST

(Exact name of Issuing Entity in respect of the Series 2004-1 Certificate as specified in its charter)

 

 

Commission File Number of Depositor: 333-209766

Central Index Key Number of Depositor: 0001540723

 

 

WFB FUNDING, LLC

(Exact name of Depositor as specified in its charter)

 

 

Central Index Key Number of Sponsor (if applicable): 0001602985

 

 

WORLD’S FOREMOST BANK

(Exact name of Sponsor as specified in its charter)

 

 

Delaware

(State or other jurisdiction of incorporation or organization of Issuing Entity)

New York

(State or other jurisdiction of incorporation or organization of Issuing Entity in respect of the Series 2004-1 Certificate)

Not Applicable

(IRS Employer Identification No. of Issuing Entity)

 

c/o World’s Foremost Bank 4800 N.W. 1st Street, Lincoln, Nebraska    68521
(Address of principal executive offices of Issuing Entity)    (Zip Code)

(402) 323-4476

(Issuing Entity’s telephone number, including area code)

Securities Registered Pursuant to Section 12(b) of the Act:

None

Securities Registered Pursuant to Section 12(g) of the Act:

None

Title of Each Class

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    YES  ☐    NO  ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    YES  ☐    NO  ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    YES  ☒    NO  ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    YES  ☒    NO  ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

  Large accelerated filer      Accelerated filer  
  Non-accelerated filer    ☒  (Do not check if a smaller reporting company)   Smaller reporting company  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    YES  ☐    NO  ☒

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

Registrant does not have any voting or non-voting common equity held by non-affiliates as of the date of this report, has not been involved in bankruptcy proceedings during the past five years and is not a corporate registrant.

DOCUMENTS INCORPORATED BY REFERENCE

No documents have been incorporated by reference into this Form 10-K.

 

 

 


PART I

THE FOLLOWING ITEMS HAVE BEEN OMITTED IN ACCORDANCE WITH GENERAL INSTRUCTION J TO FORM 10-K:

 

Item 1: Business

 

Item 1A: Risk Factors

 

Item 2: Properties

 

Item 3: Legal Proceedings

 

Item 1B. Unresolved Staff Comments.

Not Applicable.

 

Item 4. Mine Safety Disclosures

Not Applicable.

SUBSTITUTE INFORMATION PROVIDED IN ACCORDANCE WITH GENERAL INSTRUCTION J TO FORM 10-K:

Item 1112(b) of Regulation AB: Significant Obligors of Pool Assets (Financial Information).

The primary asset of Cabela’s Credit Card Master Note Trust is the Series 2004-1 certificate, which represents an undivided interest in Cabela’s Master Credit Card Trust, the assets of which include the receivables arising in a portfolio of credit card accounts. Cabela’s Master Credit Card Trust, therefore, may be considered a significant obligor in relation to Cabela’s Credit Card Master Note Trust. Pursuant to Instruction 2.b. to Item 1112(b) of Regulation AB, the information required by Instruction J to Form 10-K in respect of Cabela’s Master Credit Card Trust has been disclosed in this report on Form 10-K in lieu of the information otherwise contemplated by Item 1112(b).

The pool assets held by Cabela’s Master Credit Card Trust do not include any significant obligors.

Item 1114(b)(2) of Regulation AB: Credit Enhancement and Other Support, Except for Certain Derivatives Instruments (Financial Information Regarding Significant Enhancement Providers).

Not applicable.


Item 1115(b) of Regulation AB: Certain Derivatives Instruments (Financial Information).

Not applicable.

Item 1117 of Regulation AB: Legal Proceedings.

Trustee Litigation

Since 2014 various plaintiffs or groups of plaintiffs, primarily investors, have filed claims against U.S. Bank National Association (“U.S. Bank”), in its capacity as trustee or successor trustee (as the case may be) under certain residential mortgage backed securities (“RMBS”) trusts. The plaintiffs or plaintiff groups have filed substantially similar complaints against other RMBS trustees, including Deutsche Bank, Citibank, HSBC, Bank of New York Mellon and Wells Fargo. The complaints against U.S. Bank allege the trustee caused losses to investors as a result of alleged failures by the sponsors, mortgage loan sellers and servicers for these RMBS trusts and assert causes of action based upon the trustee’s purported failure to enforce repurchase obligations of mortgage loan sellers for alleged breaches of representations and warranties concerning loan quality. The complaints also assert that the trustee failed to notify securityholders of purported events of default allegedly caused by breaches of servicing standards by mortgage loan servicers and that the trustee purportedly failed to abide by a heightened standard of care following alleged events of default.

Currently U.S. Bank is a defendant in multiple actions alleging individual or class action claims against the trustee with respect to multiple trusts as described above the most substantial case being: BlackRock Balanced Capital Portfolio et al v. U.S. Bank National Association, No. 605204/2015 (N.Y. Sup Ct.) (class action alleging claims with respect to approximately 794 trusts) and its companion case BlackRock Core Bond Portfolio et al v. U.S. Bank National Association, No. 14-cv-9401 (S.D.N.Y.). Some of the trusts implicated in the aforementioned Blackrock cases, as well as other trusts, are involved in actions brought by separate groups of plaintiffs related to no more than 100 trusts per case.

There can be no assurance as to the outcome of any of the litigation, or the possible impact of these litigations on the trustee or the RMBS trusts. However, U.S. Bank denies liability and believes that it has performed its obligations under the RMBS trusts in good faith, that its actions were not the cause of losses to investors and that it has meritorious defenses, and it intends to contest the plaintiffs’ claims vigorously.

PART II

THE FOLLOWING ITEMS HAVE BEEN OMITTED IN ACCORDANCE WITH GENERAL INSTRUCTION J TO FORM 10-K:

 

Item 5: Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities


Item 6: Selected Financial Data

 

Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Item 7A: Quantitative and Qualitative Disclosures About Market Risk

 

Item 8: Financial Statements and Supplementary Data

 

Item 9: Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

 

Item 9A: Controls and Procedures

 

Item 9B. Other Information.

None.

PART III

THE FOLLOWING ITEMS HAVE BEEN OMITTED IN ACCORDANCE WITH GENERAL INSTRUCTION J TO FORM 10-K:

 

Item 10: Directors, Executive Officers and Corporate Governance

 

Item 11: Executive Compensation

 

Item 12: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

Item 13: Certain Relationships and Related Transactions, and Director Independence

 

Item 14: Principal Accountant Fees and Services

SUBSTITUTE INFORMATION PROVIDED IN ACCORDANCE WITH GENERAL INSTRUCTION J TO FORM 10-K:

Item 1119 of Regulation AB: Affiliations and Certain Relationships and Related Transactions.

Information required by Item 1119 of Regulation AB has been omitted from this report on Form 10-K in reliance on the Instruction to Item 1119.


Item 1122 of Regulation AB: Compliance with Applicable Servicing Criteria.

Each of World’s Foremost Bank and U.S. Bank National Association (the “Trustee”) (each, a “Servicing Participant”), has been identified by the registrant as a party participating in the servicing function during the reporting period with respect to more than 5% of the pool assets held by each of Cabela’s Master Credit Card Trust and Cabela’s Credit Card Master Note Trust. Each Servicing Participant has completed a report on an assessment of compliance with the servicing criteria applicable to such Servicing Participant (each, a “Report on Assessment”) as of, and for the twelve month period ended December 31, 2016, which Reports on Assessment are attached as exhibits to this Form 10-K. In addition, each Servicing Participant has provided an attestation report (each, an “Attestation Report”) by a registered independent public accounting firm regarding its related Report on Assessment. Each Attestation Report is attached as an exhibit to this Form 10-K.

Exceptions

Neither the Reports on Assessment nor the Attestation Reports have identified any material instances of noncompliance with the servicing criteria applicable to the related Servicing Participants.

Item 1123 of Regulation AB: Servicer Compliance Statement.

World’s Foremost Bank has been identified by the registrant as a servicer during the reporting period with respect to the pool assets held by each of Cabela’s Master Credit Card Trust and Cabela’s Credit Card Master Note Trust. World’s Foremost Bank has provided a Servicer Compliance Statement, signed by an authorized officer, and such Servicer Compliance Statement is attached as an exhibit to this Form 10-K.

PART IV

 

Item 15. Exhibits and Financial Statement Schedules.

 

  a) Listed below are the documents filed as part of this report:

 

  1) Financial Statements. Not Applicable.

 

  2) Financial Schedules. Not Applicable.

 

  3) Exhibits. The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index.

 

  b) The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index.

 

  c) None.


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Issuing Entity has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Dated: March 29, 2017     CABELA’S CREDIT CARD MASTER NOTE TRUST
    By:   WFB FUNDING, LLC, as depositor
    By:   WFB FUNDING CORPORATION, its Managing Member
    By:  

/s/ Sean B. Baker

      Sean B. Baker, President*
    *Sean B. Baker is the senior officer in charge of securitization of WFB Funding, LLC

Supplemental Information to be Furnished with Reports Filed Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Act.

No annual report, proxy statement, form of proxy or other proxy soliciting material has been sent to Noteholders during the period covered by this Annual Report on Form 10-K and the registrant does not intend to furnish such materials to Noteholders subsequent to the filing of this report.


EXHIBIT INDEX

 

Exhibit 2.1    Sale and Purchase Agreement, dated October 3, 2016, among Cabela’s Incorporated, World’s Foremost Bank and Capital One, National Association (incorporated by reference to Exhibit 2.1 to the registrants’ Form 8-K filed on October 7, 2016, file no. 333-192577)
Exhibit 3.1    Articles of Organization of WFB Funding, LLC (incorporated by reference to Exhibit 3.1 to the registrants’ Form S-3 filed on November 27, 2013, file no. 333-192577)
Exhibit 3.2    Amended and Restated Operating Agreement of WFB Funding, LLC, dated as of December 6, 2013 (incorporated by reference to Exhibit 3.2 to the registrants’ Amendment No. 1 to Form S-3 filed on January 15, 2014, file no. 333-192577)
Exhibit 4.1    Amended and Restated Receivables Purchase Agreement, dated as of June 14, 2016, between World’s Foremost Bank and WFB Funding, LLC (incorporated by reference to Exhibit 4.1 to the registrants’ Form 8-K filed on June 15, 2016, file no. 333-192577)
Exhibit 4.2    Second Amended and Restated Master Indenture, dated as of June 14, 2016, between Cabela’s Credit Card Master Note Trust and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to the registrants’ Form 8-K filed on June 15, 2016, file no. 333-192577)
Exhibit 4.3    Series 2014-I Indenture Supplement, dated as of March 25, 2014, between Cabela’s Credit Card Master Note Trust and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 to the registrants’ Form 8-K filed on March 25, 2014, file no. 333-192577)
Exhibit 4.4    Series 2014-II Indenture Supplement, dated as of July 16, 2014, between Cabela’s Credit Card Master Note Trust and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 to the registrants’ Form 8-K filed on July 16, 2014, file no. 333-192577)
Exhibit 4.5    Series 2015-I Indenture Supplement, dated as of March 16, 2015, between Cabela’s Credit Card Master Note Trust and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 to the registrants’ Form 8-K filed on March 16, 2015, file no. 333-192577)
Exhibit 4.6    Series 2015-II Indenture Supplement, dated as of July 15, 2015, between Cabela’s Credit Card Master Note Trust and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 to the registrants’ Form 8-K filed on July 15, 2015, file no. 333-192577)
Exhibit 4.7    Series 2016-I Indenture Supplement, dated as of June 29, 2016, between Cabela’s Credit Card Master Note Trust and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 to the registrants’ Form 8-K filed on June 29, 2016, file no. 333-192577)


Exhibit 4.8    Third Amended and Restated Pooling and Servicing Agreement, dated as of June 14, 2016, among WFB Funding, LLC, World’s Foremost Bank, and U.S. Bank National Association (incorporated by reference to Exhibit 4.3 to the registrants’ Form 8-K filed on June 15, 2016, file no. 333-192577)
Exhibit 4.9
   Series 2004-1 Supplement to Amended and Restated Pooling and Servicing Agreement, dated as of April 14, 2004, among WFB Funding, LLC, World’s Foremost Bank, and U.S. Bank National Association (incorporated by reference to Exhibit 4.5 to the registrants’ Form S-3 filed on November 27, 2013, file no. 333-192577)
Exhibit 4.10    First Amendment to Series 2004-1 Supplement to Amended and Restated Pooling and Servicing Agreement, dated as of August 31, 2005, among WFB Funding, LLC, World’s Foremost Bank, and U.S. Bank National Association (incorporated by reference to Exhibit 4.6 to the registrants’ Form S-3 filed on November 27, 2013, file no. 333-192577)
Exhibit 4.11    Second Amendment to Series 2004-1 Supplement to Amended and Restated Pooling and Servicing Agreement, dated as of November 3, 2006, among WFB Funding, LLC, World’s Foremost Bank, and U.S. Bank National Association (incorporated by reference to Exhibit 4.7 to the registrants’ Form S-3 filed on November 27, 2013, file no. 333-192577)
Exhibit 4.12    Third Amendment to Series 2004-1 Supplement to Third Amended and Restated Pooling and Servicing Agreement, dated as of June 14, 2016, among WFB Funding, LLC, World’s Foremost Bank, and U.S. Bank National Association (incorporated by reference to Exhibit 4.4 to the registrants’ Form 8-K filed on June 15, 2016, file no. 333-192577)
Exhibit 4.13    Trust Agreement, dated as of April 13, 2004, between WFB Funding, LLC and Wachovia Bank of Delaware, National Association (incorporated by reference to Exhibit 4.8 to the registrants’ Form S-3 filed on November 27, 2013, file no. 333-192577)
Exhibit 4.14    Resignation, Appointment and Acceptance Agreement, dated as of April 28, 2011, among WFB Funding, LLC, Wilmington Trust Company and Wells Fargo Delaware Trust Company, N.A. (incorporated by reference to Exhibit 4.9 to the registrants’ Form S-3 filed on November 27, 2013, file no. 333-192577)
Exhibit 4.15    Transfer and Administration Agreement, dated as of April 14, 2004, among Cabela’s Credit Card Master Note Trust, WFB Funding, LLC, World’s Foremost Bank and U.S. Bank National Association (incorporated by reference to Exhibit 4.10 to the registrants’ Form S-3 filed on November 27, 2013, file no. 333-192577)


Exhibit 4.16    Series 2004-1 Certificate, dated April 14, 2004 (incorporated by reference to Exhibit 4.12 to the registrants’ Form S-3 filed on November 27, 2013, file no. 333-192577)
Exhibit 4.17    Asset Representations Review Agreement, dated as of June 14, 2016, among WFB Funding, LLC, World’s Foremost Bank, and Clayton Fixed Income Services, LLC (incorporated by reference to Exhibit 4.5 to the registrants’ Form 8-K, filed on June 15, 2016, file no. 333-192577)
Exhibit 23.1    Consent of Independent Registered Public Accounting Firm
Exhibit 31.1    Certification of WFB Funding, LLC pursuant to Rule 13a-14(a)/ 15d–14(a) of the Securities Exchange Act of 1934
Exhibit 33.1    Report on Assessment of Compliance with Servicing Criteria concerning servicing activities of World’s Foremost Bank for the year ended December 31, 2016
Exhibit 33.2    Report on Assessment of Compliance with Servicing Criteria concerning servicing activities of U.S. Bank National Association for the year ended December 31, 2016
Exhibit 34.1    Attestation Report of Deloitte & Touche LLP on Assessment of Compliance with Servicing Criteria concerning servicing activities of World’s Foremost Bank for the year ended December 31, 2016
Exhibit 34.2    Attestation Report of Ernst & Young LLP on Assessment of Compliance with Servicing Criteria concerning servicing activities of U.S. Bank National Association for the year ended December 31, 2016
Exhibit 35.1    Servicer Compliance Statement of World’s Foremost Bank for the year ended December 31, 2016