Attached files
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EX-4.1 - RFS HOLDING LLC | v209226_ex4-1.htm |
UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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FORM
8-K
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Current
Report Pursuant
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to
Section 13 or 15(d) of the
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Securities
Exchange Act of 1934
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Date
of Report (Date of Earliest Event Reported)
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January
27, 2011
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GE
Capital Credit Card Master Note Trust
RFS
Holding, L.L.C.
GE
Money Bank
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(Exact
Name of Issuing Entity, Depositor/Registrant and Sponsor
as
Specified in their respective Charters)
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Delaware
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(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
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57-1173164
(RFS Holding, L.L.C.)
20-0268039
(GE Capital Credit Card Master Note Trust)
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(Commission
File Numbers for Registrant and Issuing Entity,
respectively)
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(Registrants’
I.R.S. Employer Identification Nos. for Registrant and Issuing Entity,
respectively)
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901
Main Avenue
Norwalk,
Connecticut
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06851
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(203)
585-6669
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(Registrant’s
Telephone Number, Including Area Code)
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Not
Applicable
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(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:
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o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o 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.
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Entry
into Material Definitive
Agreements.
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Issuance of Series 2011-1
Notes
On
January 27, 2011, GE Capital Credit Card Master Note Trust (the “Trust”) issued
$600,000,000 of Series 2011-1 Class A Asset Backed Notes (the
“Class A Notes”), $86,557,377 of Series 2011-1 Class B Asset
Backed Notes (the “Class B Notes”) and $57,049,180 of Series 2011-1 Class C
Asset Backed Notes (the “Class C Notes”), described in a Prospectus Supplement
dated January 20, 2011 to a Prospectus dated January 19, 2011.
Use of Proceeds —
Series 2011-1 Notes
The
public offering of the Class A Notes and the 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 Class A Notes and the Class B Notes terminated
on January 27, 2011 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 Merrill Lynch,
Pierce, Fenner & Smith Incorporated, RBS Securities Inc., Citigroup
Global Markets, Inc., J.P. Morgan Securities LLC and Williams Capital Group,
L.P.
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 $1,500,000 for the 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
Class A Notes are $598,500,000. 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 $597,700,000. 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.
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Financial
Statements and Exhibits.
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(a)
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Not
applicable.
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(b)
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Not
applicable.
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(c)
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Not
applicable.
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(d)
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Exhibits.
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Exhibit
No.
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Document
Description
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4.1
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Series
2011-1 Indenture Supplement, dated as of January 27, 2011, 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 hereunto
duly authorized.
January
27, 2011
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RFS
Holding, L.L.C., as depositor
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By:
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/s/
David Schulz
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Name:
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David
Schulz
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Title:
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Vice
President
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