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| 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) | August 23, 2012 |
| |
GE Capital Credit Card Master Note Trust RFS Holding, L.L.C. GE Capital Retail 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,
333-169151, 333-181466-01, 333-107495-
02, 333-130030-01, 333-144945-01,
333-169151-01, 333-181466 | | 57-1173164 (RFS Holding, L.L.C.)
20-0268039 (GE Capital 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) |
| |
| (203) 585-6190 |
| (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))
| Item1.01. | Entry into Material Definitive Agreements. |
RFS Holding, L.L.C. entered into a Class B Underwriting Agreement, dated August 23, 2012 (“2012-4 Underwriting Agreement”), among RFS Holding, L.L.C., RFS Holding, Inc. and RBS Securities Inc. relating to the Series 2012-4, Class B Asset Backed Notes (the “Class B Series 2012-4 Notes”) by GE Capital Credit Card Master Note Trust described in the Prospectus dated August 21, 2012 and the Prospectus Supplement dated August 23, 2012.
The Registrant is filing Exhibits 5.1 and 8.1 in connection with the issuance of the Class B Series 2012-4 Notes.
| Item 9.01. | Financial Statements and Exhibits. |
| Exhibit No. | | Document Description |
| | | |
| 1.1 | | 2012-4 Class B Underwriting Agreement |
| 5.1 | | 2012-4 Opinion of Mayer Brown LLP with respect to legality |
| 8.1 | | 2012-4 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.
| August 24, 2012 | | RFS Holding, L.L.C., as depositor |
| | | |
| | | |
| | | By: | /s/ Joseph Ressa |
| | | Name: | Joseph Ressa |
| | | Title: | CEO, Principal Financial Officer and Vice President |
| | | |
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