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) May 12, 2009
GE Capital Credit Card Master Note Trust
RFS Holding, L.L.C.
GE Money Bank
(Exact name of Issuing Entity, Depositor/Registrant and Sponsor
as specified in their respective charters)
Delaware
(State or other jurisdiction
of incorporation)
333-107495, 333-130030, 333-144945 |
| 57-1173164 |
333-107495-02, 333-130030-01, 333-144945-01 |
| 20-0268039 |
(Commission file numbers for Registrant |
| (Registrants’ I.R.S. Employer Identification Nos. |
and Issuing Entity, respectively) |
| for Registrant and Issuing Entity, respectively) |
c/o General Electric Capital Corporation |
|
|
901 Main Avenue |
|
|
Norwalk, CT |
| 06851 |
(Address of principal executive offices) |
| (Zip code) |
(203) 585-6669
Registrant’s telephone number, including area code
(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 .
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 Agreements
Issuance of Series 2009-1 Notes
On May 12, 2009, GE Capital Credit Card Master Note Trust issued $1,000,000,000 of Series 2009-1 Class A Asset Backed Notes (the “Class A Notes”), $168,384,879 of Series 2009-1 Class B Asset Backed Notes (the “Class B Notes”) and $109,965,636 of Series 2009-1 Class C Asset Backed Notes (the “Class C Notes”), described in a Prospectus Supplement dated May 5, 2009 to a Prospectus dated April 30, 2009.
Use of Proceeds — Series 2009-1
The public offering of the Class A Notes was made under the registration statement (the “Registration Statement”) on Form S-3 (File No. 333-144945) filed with the Securities and Exchange Commission on July 27, 2007 (as amended by pre-effective amendment no. 1 on August 24, 2007) and declared effective on September 5, 2007.
The public offering of the Class A Notes terminated on May 12, 2009 upon the sale of all of the Class A Notes. An affiliate of the depositor purchased all of the Class B Notes and the 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 Banc of America Securities LLC, Deutsche Bank Securities Inc., CastleOak Securities, L.P., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, RBS Securities Inc. and Utendahl Capital Group, LLC.
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 $2,500,000 for the Class A Notes, in addition to an underwriter representative structuring fee to each of Banc of America Securities LLC and Deutsche Bank Securities of 0.0175% of the principal amount of the Class A Notes. After deducting the underwriting commissions and discounts described in the preceding two sentences, the net offering proceeds to the Issuer before expenses for the Class A Notes are $997,500,000. Other expenses, including legal fees and other costs and expenses, are reasonably estimated to be $1,000,000 and net proceeds to the Issuer, after deduction of expenses, are reasonably estimated to be $996,500,000. 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 Money Bank (“Money 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 Money 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.
Item 9.01 Financial Statements and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Not applicable
(d) Exhibits:
Exhibit |
|
|
Number |
| Document Description |
|
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|
1.1 |
| Underwriting Agreement, dated May 5, 2009, among RFS Holding, L.L.C., RFS Holding Inc. and Banc of America Securities LLC and Deutsche Bank Securities Inc., individually and as representatives of the several underwriters |
|
|
|
4.1 |
| Series 2009-1 Indenture Supplement, dated as of May 12, 2009, between GE Capital Credit Card Master Note Trust and Deutsche Bank Trust Company Americas, as indenture trustee |
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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 thereunto duly authorized.
| RFS Holding, L.L.C., as depositor | ||
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| ||
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| By: | /s/ Ravi Ramanujam | |
|
| Name: | Ravi Ramanujam |
|
| Title: | Vice President |
Dated: May 14, 2009
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