| 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 9, 2011 |
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World Financial Network Credit Card Master Note Trust (Issuing Entity) World Financial Network Credit Card Master Trust (Issuer of Collateral Certificate) WFN Credit Company, LLC (Depositor/Registrant) World Financial Network Bank (Sponsor) |
| (Exact Name of Issuing Entity, Issuer of Collateral Certificate, Depositor/Registrant and Sponsor as Specified in their respective Charters) |
| |
| Delaware |
| (State or Other Jurisdiction of Incorporation of Issuing Entity and Registrant) |
| |
| 333-166240, 333-166240-01 | | 31-1772814 |
| (Commission File Numbers for Registrant and Issuing Entity, respectively) | | (Registrants’ I.R.S. Employer Identification Nos. for Registrant) |
| |
| 3100 Easton Square Place, #3108, Columbus, Ohio | 43219 |
| (Address of Principal Executive Offices of Registrant) | | (Zip Code) |
| |
| (614) 729-5044 |
| (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 a Material Definitive Agreement
On November 9, 2011, World Financial Network Credit Card Master Note Trust, as issuer (the “Issuer”), and The Bank of New York Mellon Trust Company, N.A, as indenture trustee (the “Indenture Trustee”), entered into the Series 2011-A Indenture Supplement (the “Series 2011-A Indenture Supplement”), a copy of which is filed with this Form 8-K as Exhibit 4.1.
On November 9, 2011, the Issuer and the Indenture Trustee entered into the Series 2011-B Indenture Supplement (the “Series 2011-B Indenture Supplement”), a copy of which is filed with this Form 8-K as Exhibit 4.2.
Item 8.01. Other Events.
Issuance of Series 2011-A Notes
On November 9, 2011, the Issuer issued $250,000,000 of Series 2011-A Class A Asset Backed Notes (the “Series 2011-A Class A Notes”), $11,867,089 of Series 2011-A Class M Asset Backed notes (the “Series 2011-A Class M Notes”), $15,031,645 of Series 2011-A Class B Asset Backed Notes (the “Series 2011-A Class B Notes”), and $39,556,963 of Series 2011-A Class C Asset Backed Notes (the “Series 2011-A Class C Notes,” together with the Series 2011-A Class M Notes and the Series 2011-A Class B Notes, the “Series 2011-A Retained Notes,” and together with the Series 2011-A Class A Notes, the Series 2011-A Class M Notes and the Series 2011-A Class B Notes, the “Series 2011-A Notes”) described in a Prospectus Supplement dated November 3, 2011 to a Prospectus dated November 1, 2011.
Issuance of Series 2011-B Notes
On November 9, 2011, the Issuer issued $100,000,000 of Series 2011-B Class A Asset Back Notes (the “Series 2011-B Class A Notes”), $4,746,836 of Series 2011-B Class M Asset Backed Notes (the “Series 2011-B Class M Notes”), $6,012,658 of Series 2011-B Class B Asset Backed Notes (the “Series 2011-B Class B Notes”), and $15,822,785 of Series 2011-B Class C Asset Backed Notes (the “Series 2011-B Class C Notes,” together with the Series 2011-B Class M Notes and the Series 2011-B Class B Notes, the “Series 2011-B Retained Notes,” and together with the Series 2011-B Class A Notes, the Series 2011-B Class M Notes and the Series 2011-B Class B Notes, the “Series 2011-B Notes”) described in a Prospectus Supplement dated November 3, 2011 to a Prospectus dated November 1, 2011.
Use of Proceeds – Series 2011-A Notes
The public offering of the Series 2011-A Class A Notes was made under the registration statement (the “Registration Statement”) on Form S-3 (File No. 333-16240) filed with the Securities and Exchange Commission on April 22, 2010 (as amended by pre-effective amendment no. 1 on May 24, 2010 and pre-effective amendment no. 2 on June 22, 2010) and declared effective on June 25, 2010.
The public offering of the Series 2011-A Class A Notes terminated on November 3, 2011 upon the sale of all of the Series 2011-A Class A Notes. The depositor retained all of the Series 2011-A Retained Notes. No underwriting discount was paid to the underwriters with respect to the
Series 2011-A Retained Notes. The underwriters of the Series 2011-A Class A Notes were RBC Capital Markets LLC, RBS Securities Inc., Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, and Wells Fargo Securities.
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 2011-A Class A Notes with respect to underwriting commissions and discounts was $875,000. After deducting the underwriting commission and discount described in the preceding sentence, the net offering proceeds of the Issuer before expenses for the Series 2011-A Class A Notes are $249,088,675. Other expenses, including legal fees and other costs and expenses, are reasonably estimated to be $450,000 and net proceeds of the Issuer, after deduction of expenses, are reasonably estimated to be $248,638,655. With respect of 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 WFN Credit Company, LLC, after deducting the underwriting commissions and discounts, and expenses above, were used (a) to make a deposit in the pre-funding account and (b) for general corporate purposes.
Use of Proceeds – Series 2011-B Notes
The public offering of the Series 2011-B Class A Notes was made under the registration statement (the “Registration Statement”) on Form S-3 (File No. 333-16240) filed with the Securities and Exchange Commission on April 22, 2010 (as amended by pre-effective amendment no. 1 on May 24, 2010 and pre-effective amendment no. 2 on June 22, 2010) and declared effective on June 25, 2010.
The public offering of the Series 2011-B Class A Notes terminated on November 3, 2011 upon the sale of all of the Series 2011-B Class A Notes. The depositor retained all of the Series 2011-B Retained Notes. No underwriting discount was paid to the underwriters with respect to the Series 2011-A Retained Notes. The underwriters of the Series 2011-B Class A Notes were RBC Capital Markets LLC, RBS Securities Inc., Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, and Wells Fargo Securities.
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 2011-B Class A Notes with respect to underwriting commissions and discounts was $400,000. After deducting the underwriting commission and discount described in the preceding sentence, the net offering proceeds of the Issuer before expenses for the Series 2011-B Class A Notes are $99,570,270. Other expenses, including legal fees and other costs and expenses, are reasonably estimated to be $450,000 and net proceeds of the Issuer, after deduction of expenses, are reasonably estimated to be $99,120,270. With respect of 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 WFN Credit Company, LLC, after deducting the underwriting commissions and discounts, and expenses above, were used (a) to make a deposit in the pre-funding account and (b) for general corporate purposes.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | | Document Description |
| | | |
| Exhibit 4.1 | | Series 2011-A Indenture Supplement |
| | | |
| Exhibit 4.2 | | Series 2011-B Indenture Supplement |
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.
| | WFN CREDIT COMPANY, LLC as depositor |
| | | | |
| Date: November 14, 2011 | By: | | /s/ Daniel T. Groomes |
| | | | Daniel T. Groomes |
| | | | President |
EXHIBIT INDEX
| Exhibit No. | | Document Description |
| | | |
| Exhibit 4.1 | | Series 2011-A Indenture Supplement |
| | | |
| Exhibit 4.2 | | Series 2011-B Indenture Supplement |
