Attached files

file filename
EX-36.1 - DEPOSITOR CERTIFICATION FOR SHELF OFFERINGS OF ASSET-BACKED SECURITIES - Synchrony Card Funding, LLCtv503186_ex36-1.htm
EX-8.1 - OPINION OF MAYER BROWN LLP AS TO CERTAIN FEDERAL TAX MATTERS CONCERNING THE CLAS - Synchrony Card Funding, LLCtv503186_ex8-1.htm
EX-5.1 - OPINION OF MAYER BROWN LLP AS TO THE LEGALITY OF THE CLASS A(2018-1) NOTES - Synchrony Card Funding, LLCtv503186_ex5-1.htm
EX-4.3 - FORM OF RISK RETENTION AGREEMENT - Synchrony Card Funding, LLCtv503186_ex4-3.htm
EX-4.2 - FORM OF CLASS A(2018-1) TERMS DOCUMENT - Synchrony Card Funding, LLCtv503186_ex4-2.htm
EX-4.1 - FORM OF SYNCHRONYSERIES INDENTURE SUPPLEMENT - Synchrony Card Funding, LLCtv503186_ex4-1.htm
EX-1.1 - UNDERWRITING AGREEMENT - Synchrony Card Funding, LLCtv503186_ex1-1.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) September 19, 2018

 

Synchrony Card Issuance Trust

Synchrony Card Funding, LLC

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)

 

 

333-224689, 333-224689-01

  82-3295851 (Synchrony Card Funding, LLC)
32-6494512 (Synchrony Card Issuance Trust)
(Commission File Numbers for Registrant
and Issuing Entity, respectively)
  (I.R.S. Employer Identification Nos. for
Registrant and Issuing Entity, respectively)

 

0001724786 (Synchrony Card Funding, LLC) and 0001724789 (Synchrony Card Issuance Trust)
(Central Index Key for Registrant and Issuing Entity, respectively)

 

777 Long Ridge Road

Stamford, Connecticut

  06902
(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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

Item 1.01.Entry into Material Definitive Agreement.

 

On September 19, 2018, Synchrony Card Funding, LLC (“Funding”) and Synchrony Bank entered into an Underwriting Agreement by and among Funding, Synchrony Bank, Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBC Capital Markets, LLC and Wells Fargo Securities, LLC (the “Class A(2018-1) Underwriting Agreement”), with respect to certain notes (the “Class A(2018-1) Notes”) to be issued by Synchrony Card Issuance Trust (the “Trust”) pursuant to the Amended and Restated Master Indenture, dated as of May 1, 2018, as supplemented by the SynchronySeries Indenture Supplement (as defined below) (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”), and the Class A(2018-1) Terms Document (as defined below), between the Trust and The Bank of New York Mellon, as indenture trustee (the “Indenture Trustee”). A copy of the Class A(2018-1) Underwriting Agreement is filed as Exhibit 1.1 to this Form 8-K and is incorporated herein by reference.

Item 8.01.Other Events.

 

On or about September 26, 2018, the Trust and the Indenture Trustee intend to enter into the SynchronySeries Indenture Supplement (the “SynchronySeries Indenture Supplement”). An unexecuted copy of the SynchronySeries Indenture Supplement is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

On or about September 26, 2018, the Trust and the Indenture Trustee intend to enter into the Class A(2018-1) Terms Document (the “Class A(2018-1) Terms Document”). An unexecuted copy of the Class A(2018-1) Terms Document is filed as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated herein by reference.

 

On or about September 26, 2018, the Trust, Synchrony Card Funding, LLC and Synchrony Bank intend to enter into a Risk Retention Agreement with respect to the SynchronySeries Class A(2018-1) Notes (the “Class A(2018-1) Risk Retention Agreement”). An unexecuted copy of the Class A(2018-1) Risk Retention Agreement is filed as Exhibit 4.3 to this Current Report on Form 8-K and is incorporated herein by reference.

 

In connection with the issuance of the Class A(2018-1) Notes, the chief executive officer of Funding has made the certifications required by paragraph I.B.1(a) of Form SF-3. Such certifications are being filed with this Form 8-K as Exhibit 36.1 in order to satisfy the requirements of Item 601(b)(36) or Regulation S-K.

 

The Registrant is also filing with this Form 8-K Exhibits 5.1 and 8.1 in connection with the issuance of the Class(2018-1) Notes.

 

Item 9.01.Financial Statements and Exhibits.

 

(a)Not applicable.

 

(b)Not applicable.

 

(c)Not applicable.

 

(d)Exhibits.

 

 

  

Exhibit No.   Document Description
     
Exhibit 1.1   Underwriting Agreement, dated September 19, 2018, among Funding, Synchrony Bank, Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBC Capital Markets, LLC and Wells Fargo Securities, LLC with respect to the Class A(2018-1) Notes
     
Exhibit 4.1   Form of SynchronySeries Indenture Supplement, between the Trust and the Indenture Trustee
     
Exhibit 4.2   Form of Class A(2018-1) Terms Document, between the Trust and the Indenture Trustee
     
Exhibit 4.3   Form of Risk Retention Agreement, among Funding, Synchrony Bank and the Trust, with respect to the Class A(2018-1) Notes
     
Exhibit 5.1   Opinion of Mayer Brown LLP as to the legality of the Class A(2018-1) Notes
     
Exhibit 8.1   Opinion of Mayer Brown LLP as to certain federal tax matters concerning the Class A(2018-1) Notes
     
Exhibit 36.1   Depositor Certification for Shelf Offerings of Asset-Backed Securities, dated September 19, 2018, with respect to the Class A(2018-1) Notes

 

 

 

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.

 

September 20, 2018   Synchrony Card Funding, LLC
     
    By: /s/ Andrew Lee
    Name: Andrew Lee
    Title: Vice President