| 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) | December 4, 2015 |
| |
Synchrony Credit Card Master Note Trust RFS Holding, L.L.C. 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) |
| |
333-107495, 333-130030, 333-144945, 333-169151, 333-107495-02, 333-130030-01, 333-144945-01, 333-169151-01 | | 57-1173164 (RFS Holding, L.L.C.)
20-0268039 (Synchrony 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) |
| |
| 0001226006 (RFS Holding, L.L.C.) and 0001290098 (Synchrony Credit Card Master Note 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)) |
| | | | | | |
Item 8.01. Other Events.
On December 4, 2015, General Electric Company (as successor to General Electric Capital LLC, “GE”) and GE Capital Global Holdings, LLC (“GE Capital Global”) entered into an Assignment and Assumption Agreement, a copy of which is filed with this Form 8-K as Exhibit 4.1, whereby GE Capital Global assumed from GE the latter’s obligation to guarantee the performance by Synchrony Financial (“Synchrony”), for the benefit of Synchrony Credit Card Master Note Trust (the “Trust”), of its duties and obligations as servicer under the Servicing Agreement, dated as of June 27, 2003, to which Synchrony and the Trust are party.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Document Description |
| | |
| 4.1 | Assignment and Assumption Agreement, dated as of December 4, 2015, between GE and GE Capital Global. |
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.
| December 4, 2015 | | RFS Holding, L.L.C., as depositor |
| | | |
| | | |
| | | By: | /s/ Joseph V. Ressa |
| | | Name: | Joseph V. Ressa |
| | | Title: | Vice President |
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