| 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) | February 23, 2017 |
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, 333-206176, 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.
Synchrony Credit Card Master Note Trust (the “Trust”) entered into the Twelfth Amendment to Transfer Agreement (the “Transfer Agreement Amendment”), dated as of February 23, 2017, between the Trust and RFS Holding, L.L.C. (the “Depositor”), a copy of which is filed with this Form 8-K as Exhibit 4.1, in order to amend certain provisions of the Transfer Agreement, dated as of September 25, 2003 (as amended to date, the “Transfer Agreement”).
The Transfer Amendment added provisions to the Transfer Agreement in order to satisfy the requirements of Regulation RR (Credit Risk Retention) promulgated by the Securities Exchange Commission to implement the credit risk retention requirements of Section 15G of the Securities Exchange Act of 1934, 15 U.S.C. Sections 78aet seq., and any regulations promulgated thereunder.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Document Description |
| 4.1 | Twelfth Amendment to Transfer Agreement, dated as of February 23, 2017, between the Trust and the Depositor |
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.
| February 28, 2017 | | RFS Holding, L.L.C., as depositor |
| | | |
| | | |
| | | By: | /s/ Andrew Lee |
| | | Name: | Andrew Lee |
| | | Title: | Vice President |
