| 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) | November 17, 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 Agreements. |
RFS Holding, L.L.C. entered into an Underwriting Agreement, dated November 18, 2016 (the “Underwriting Agreement”), among MUFG Securities Americas Inc. (the “Underwriter”), RFS Holding, L.L.C. (the “Depositor”) and RFS Holding, Inc., relating to the Class B Asset Backed Notes, Series 2015-4 (the “Offered Notes”) issued by Synchrony Credit Card Master Note Trust (the “Issuer”) and described in the Prospectus dated November 18, 2016. Subject to the terms and conditions set forth in the Underwriting Agreement, the Depositor agreed to sell to the Underwriter, and the Underwriter has agreed to purchase, the principal amount of Offered Notes in the amount of $26,369,863. A copy of the Underwriting Agreement is filed with this Form 8-K as Exhibit 1.1.
In order to facilitate the sale of the Offered Notes, the Depositor caused the Issuer to amend certain provisions of the Series 2015-4 Indenture Supplement, dated September 30, 2015, between the Issuer and Deutsche Bank Trust Company Americas, as indenture trustee, pursuant to that certain Supplement No. 1 to Series 2015-4 Indenture Supplement, dated November 17, 2016 (the “Supplement”). A copy of the Supplement is filed with this Form 8-K as Exhibit 4.1.
In connection with the issuance of the Offered Notes, the chief executive officer of the Depositor has made the certifications required by Paragraph I.B.1(a) of Form SF-3. Such certifications are being filed with this Form 8-K as Exhibit 36.1 in order to satisfy the requirements of Item 601(b)(36) of Regulation S-K.
The Registrants are also filing with this Form 8-K Exhibits 5.1 and 8.1 in connection with the issuance of the Offered Notes.
| Item 9.01. | Financial Statements and Exhibits. |
Exhibit No. | | Document Description |
| | | |
| 1.1 | | Underwriting Agreement for the Offered Notes, dated November 18, 2016 |
| 4.1 | | Supplement No. 1 to Series 2015-4 Indenture Supplement, dated November 17, 2016 |
| 5.1 | | Opinion of Mayer Brown LLP with respect to legality of the Offered Notes, dated November 18, 2016 |
| 8.1 | | Opinion of Mayer Brown LLP with respect to tax matters with respect to the Offered Notes, dated November 18, 2016 |
| 36.1 | | Depositor Certification, dated November 18, 2016, for shelf offerings of asset-backed securities |
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.
November 21, 2016 | | RFS Holding, L.L.C., as depositor |
| | | |
| | | By: | /s/ Andrew Lee |
| | | Name: Andrew Lee |
| | | Title: Vice President |
