| Item 1.01. | Entry into Material Definitive Agreements. |
Issuance of Series 2012-1 Notes
On January 25, 2012, GE Capital Credit Card Master Note Trust (the “Trust”) issued $750,000,000 of Series 2012-1 Class A Asset Backed Notes (the “Class A Notes”), $94,637,224 of Series 2012-1 Class B Asset Backed Notes (the “Class B Notes”) and $63,880,126 of Series 2012-1 Class C Asset Backed Notes (the “Class C Notes”), described in a Prospectus Supplement dated January 18, 2012 to a Prospectus dated January 17, 2012.
Use of Proceeds – Series 2012-1 Notes
The public offering of the Class A Notes and the Class B Notes was made under the registration statement (the “Registration Statement”) on Form S-3 (File No. 333-169151) filed with the Securities and Exchange Commission on September 2, 2010 (as amended by pre-effective amendment no. 1 on October 29, 2010 and pre-effective amendment no. 2 on November 22, 2010) and declared effective on December 3, 2010.
The public offering of the Class A Notes and the Class B Notes terminated on January 25, 2012 upon the sale of all of the Class A Notes. An affiliate of the depositor purchased all of the Class B Notes and Class C Notes. No underwriting discount was paid to the underwriters with respect to the Class B Notes and the Class C Notes purchased by such affiliate. The underwriters of the Class A Notes were Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBS Securities Inc., J.P. Morgan Securities LLC, Mitsubishi UFJ Securities (USA), Inc., TD Securities (USA) LLC and Williams Capital Group, L.P.
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 with respect to underwriting commissions and discounts was $1,875,000 for the Class A 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 $748,063,800. 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 $747,263,800. 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 GE Capital Retail 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.
