|SECURITIES AND EXCHANGE COMMISSION|
|Washington, D.C. 20549|
|Current Report Pursuant|
|to Section 13 or 15(d) of the|
|Securities Exchange Act of 1934|
|Date of Report (Date of Earliest Event Reported)
||August 29, 2012|
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)
|(State or Other Jurisdiction of Incorporation of Issuing Entity and Registrant)|
333-107495, 333-130030, 333-144945, 333-169151,
333-181466-01, 333-181466, 333-107495-02,
||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)|
|777 Long Ridge Road, Stamford, Connecticut
|(Address of Principal Executive Offices)
|(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:|
|¨ 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.
Issuance of Series 2012-6 Notes
On August 29, 2012, GE Capital Credit Card
Master Note Trust (the “Trust”) issued $1,000,000,000 of Series 2012-6 Class A Asset Backed Notes (the “Class A
Notes”), $126,182,965 of Series 2012-6 Class B Asset Backed Notes (the “Class B Notes”) and $85,173,501
of Series 2012-6 Class C Asset Backed Notes (the “Class C Notes”), described in a Prospectus Supplement dated August
22, 2012 to a Prospectus dated August 21, 2012.
Use of Proceeds – Series 2012-6
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. 333-181466 and File No. 333-181466-01) filed with the Securities and Exchange Commission on May 16, 2012 (as amended
by pre-effective amendment no. 1 on July 16, 2012 and pre-effective amendment no. 2 on August 6, 2012) and declared effective on
August 10, 2012.
The public offering of the Class A
Notes and the Class B Notes terminated on August 29, 2012 upon the sale of all of the Class A Notes and the Class B Notes.
An affiliate of the depositor purchased all of the Class C Notes. The underwriters of the Class A Notes and Class
B Notes were Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBC Capital Markets, LLC, CRT Capital Group LLC, Natixis Securities
Americas LLC and SG Americas Securities, LLC. No underwriting discount was paid to the underwriters with respect to the 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 Class A Notes and the Class B Notes with respect to underwriting commissions and discounts was $3,000,000
for the Class A Notes and $567,823 for the 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 Class A Notes are $996,611,400
and the net offering proceeds to the Issuer before expenses for the Class B Notes are $125,585,300. 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 $1,121,396,700. 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.
Series 2012-6 Indenture Supplement, dated as of August 29, 2012,
between GE Capital Credit Card Master Note Trust and Deutsche Bank Trust Company Americas, as indenture trustee
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.
|August 31, 2012
||RFS Holding, L.L.C., as depositor|
||/s/ Joseph Ressa|
||CEO, Principal Financial Officer and Vice President|