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| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
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| FORM 8-K |
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| Current Report Pursuant |
| to Section 13 or 15(d) of the |
| Securities Exchange Act of 1934 |
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| Date of Report (Date of Earliest Event Reported) | June 20, 2012 |
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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) |
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| Delaware |
| (State or Other Jurisdiction of Incorporation of Issuing Entity and Registrant) |
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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 (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) |
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| 777 Long Ridge Road, Stamford, Connecticut | 06927 |
| (Address of Principal Executive Offices) | | (Zip Code) |
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| (877) 441-5094 |
| (Registrant’s Telephone Number, Including Area Code) |
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| Not Applicable |
| (Former Name or Former Address, if Changed Since Last Report) |
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| 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)) |
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| Item 1.01. | Entry into Material Definitive Agreements. |
Issuance of Series 2012-4 Notes
On June 20, 2012, GE Capital Credit Card Master Note Trust (the “Trust”) issued $350,000,000 of Series 2012-4 Class A Asset Backed Notes (the “2012-4 Class A Notes”), $50,491,803 of Series 2012-4 Class B Asset Backed Notes (the “2012-4 Class B Notes”) and $33,278,689 of Series 2012-4 Class C Asset Backed Notes (the “2012-4 Class C Notes”), described in a Prospectus Supplement dated June 14, 2012 to a Prospectus dated June 12, 2012.
Use of Proceeds – Series 2012-4 Notes
The public offering of the 2012-4 Class A Notes and the 2012-4 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 2012-4 Class A Notes and the 2012-4 Class B Notes terminated on June 20, 2012 upon the sale of all of the 2012-4 Class A Notes. An affiliate of the depositor purchased all of the 2012-4 Class B Notes and 2012-4 Class C Notes. The underwriters of the 2012-4 Class A Notes were J.P. Morgan Securities LLC, RBC Capital Markets, LLC, Mischler Financial Group, Inc., Mitsubishi UFJ Securities (USA), Inc. and Scotia Capital (USA) Inc. No underwriting discount was paid to the underwriters with respect to the 2012-4 Class B Notes and 2012-4 Class C Notes purchased by such affiliate.
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 2012-4 Class A Notes with respect to underwriting commissions and discounts was $875,000 for the 2012-4 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 2012-4 Class A Notes are $349,125,000. 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 $348,325,000. 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 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.
Issuance of Series 2012-5 Notes
On June 20, 2012, GE Capital Credit Card Master Note Trust (the “Trust”) issued $600,000,000 of Series 2012-5 Class A Asset Backed Notes (the “2012-5 Class A Notes”), $75,709,779 of Series 2012-5 Class B Asset Backed Notes (the “2012-5 Class B Notes”) and $51,104,101 of Series 2012-5 Class C Asset Backed Notes (the “2012-5 Class C Notes”), described in a Prospectus Supplement dated June 14, 2012 to a Prospectus dated June 12, 2012.
Use of Proceeds – Series 2012-5 Notes
The public offering of the 2012-5 Class A Notes and the 2012-5 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 2012-5 Class A Notes and the 2012-5 Class B Notes terminated on June 20, 2012 upon the sale of all of the 2012-5 Class A Notes and the 2012-5 Class B Notes. An affiliate of the depositor purchased all of the 2012-5 Class C Notes. The underwriters of the 2012-5 Class A Notes and 2012-5 Class B Notes were J.P. Morgan Securities LLC, RBC Capital Markets, LLC, Mischler Financial Group, Inc., Mitsubishi UFJ Securities (USA), Inc. and Scotia Capital (USA) Inc. No underwriting discount was paid to the underwriters with respect to the 2012-5 Class C Notes purchased by such affiliate.
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 2012-5 Class A Notes and the 2012-5 Class B Notes with respect to underwriting commissions and discounts was $1,500,000 for the 2012-5 Class A Notes and $283,911 for the 2012-5 Class B Notes. After deducting the underwriting commissions and discounts described in the preceding sentence, the net offering proceeds to the Issuer before expenses for the 2012-5 Class A Notes are $598,339,680 and the net offering proceeds to the Issuer before expenses for the 2012-5 Class B Notes are $75,412,172. 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 $672,951,852. 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.
| Item 9.01. | Financial Statements and Exhibits. |
| Exhibit No. | Document Description |
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| 4.1 | Series 2012-4 Indenture Supplement, dated as of June 20, 2012, between GE Capital Credit Card Master Note Trust and Deutsche Bank Trust Company Americas, as indenture trustee |
| 4.2 | Series 2012-5 Indenture Supplement, dated as of June 20, 2012, between GE Capital Credit Card Master Note Trust and Deutsche Bank Trust Company Americas, as indenture trustee |
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.
| June 26, 2012 | | RFS Holding, L.L.C., as depositor |
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| | | By:/s/ Vishal Gulati |
| | | Name: Vishal Gulati |
| | | Title: Vice President |
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