| |
| 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 15, 2016 |
| |
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, 333-181466-01,
333-181466, 333-206176, 333-107495-02, 333-130030-01, 333-144945-01, 333-169151-01, 333-206176-01 | | 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 1.01. Entry into Material Definitive Agreement.
Sale of Series 2015-1 Class B Notes
On August 15, 2016, Synchrony Credit Card Master Note Trust (the “Trust”) sold $72,916,666 of Series 2015-1 Class B Asset Backed Notes (the “Series 2015-1 Class B Notes”), described in a Prospectus dated August 11, 2016.
Use of Proceeds – Series 2015-1 Class B Notes
The public offering of the Series 2015-1 Class B Notes was made under the registration statement (the “Registration Statement”) on Form SF-3 (File No. 333-206176 and File No. 333-206176-01) filed with the Securities and Exchange Commission on August 6, 2015 (as amended by pre-effective amendment no. 1 on December 30, 2015, pre-effective amendment no. 2 on February 5, 2016 and pre-effective amendment no. 3 on February 19, 2016) and declared effective on February 26, 2016.
The public offering of the Series 2015-1 Class B Notes terminated on August 15, 2016 upon the sale of all of the Series 2015-1 Class B Notes. The underwriter of the Series 2015-1 Class B Notes was Barclays Capital Inc.
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 2015-1 Class B Notes with respect to underwriting commissions and discounts was $255,208 for the Series 2015-1 Class B Notes. After deducting the underwriting commissions and discounts described in the preceding sentence, the net offering proceeds to the Trust before expenses for the Series 2015-1 Class B Notes are $74,188,151. Other expenses, including legal fees and other costs and expenses, are reasonably estimated to be $100,000 and net proceeds to the Trust, after deduction of expenses, are reasonably estimated to be $74,088,151. 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 Trust or (b) owners of 10 percent or more of any class of securities of the Trust.
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 Synchrony 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 Trust or (b) owners of 10 percent or more of any class of securities of the Trust.
Sale of Series 2016-2 Class B Notes
On August 17, 2016, the Trust sold $57,534,246 of Series 2016-2 Class B Asset Backed Notes (the “Series 2016-2 Class B Notes”), described in a Prospectus dated August 15, 2016.
Use of Proceeds – Series 2016-2 Class B Notes
The public offering of the Series 2016-2 Class B Notes was made under the Registration Statement.
The public offering of the Series 2016-2 Class B Notes terminated on August 17, 2016 upon the sale of all of the Series 2016-2 Class B Notes. The underwriter of the Series 2016-2 Class B Notes was Barclays Capital Inc.
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 2016-2 Class B Notes with respect to underwriting commissions and discounts was $218,630 for the Series 2016-2 Class B Notes. After deducting the underwriting commissions and discounts described in the preceding sentence, the net offering proceeds to the Trust before expenses and amounts representing accrued interest for the Series 2016-2 Class B Notes are $58,340,445. Other expenses, including legal fees and other costs and expenses, are reasonably estimated to be $100,000 and net proceeds to the Trust, after deduction of expenses, are reasonably estimated to be $58,248,596
(which includes accrued interest on the Series 2016-2 Class B Notes in the amount of $8,151). 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 Trust or (b) owners of 10 percent or more of any class of securities of the Trust.
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 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 Trust or (b) owners of 10 percent or more of any class of securities of the Trust.
Item 6.05. Securities Act Updating Disclosure.
The tables set forth in the attached Exhibit 99.1 summarize the trust portfolio by various criteria as of the date specified therein.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Document Description |
| | |
| 99.1 | Composition of the Trust Portfolio |
| | |
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 19, 2016 | | RFS Holding, L.L.C., as depositor |
| | | |
| | | |
| | | By: | /s/ Andrew Lee |
| | | Name: | Andrew Lee |
| | | Title: | Vice President |
| | | |
| | | | | |
