Attached files
file | filename |
---|---|
EX-8.1 - EX-8.1 - WFB Funding, LLC | d206645dex81.htm |
EX-5.2 - EX-5.2 - WFB Funding, LLC | d206645dex52.htm |
EX-5.1 - EX-5.1 - WFB Funding, LLC | d206645dex51.htm |
EX-4.1 - EX-4.1 - WFB Funding, LLC | d206645dex41.htm |
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) June 29, 2016
Commission File Number of Depositor: 333-209766
Central Index Key Number of Depositor: 0001540723
WFB FUNDING, LLC
(Exact name of Depositor as specified in its charter)
ON BEHALF OF
Commission File Number of Issuing Entity: 333-209766-02
Central Index Key Number of Issuing Entity: 0001592143
CABELAS MASTER CREDIT CARD TRUST
(Issuing Entity in respect of the Series 2004-1 Certificate)
(Exact name of Issuing Entity as specified in its charter)
AND
Commission File Number of Issuing Entity: 333-209766-01
Central Index Key Number of Issuing Entity: 0001592145
CABELAS CREDIT CARD MASTER NOTE TRUST
(Issuing Entity in respect of the Notes)
(Exact name of Issuing Entity as specified in its charter)
Nebraska | 71-0931225 | |
(State or Other Jurisdiction of Incorporation) |
(IRS Employer Identification Number) |
One Cabela Drive Sidney, Nebraska |
69160 | |
(Address of Principal Executive Office) | (Zip Code) |
Registrants telephone number, including area code (402) 323-5958
N/A
(Former name or 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 (see General Instruction A.2. below):
¨ | Written communication 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 a Material Definitive Agreement.
On June 29, 2016, Cabelas Credit Card Master Note Trust, Worlds Foremost Bank and U.S. Bank National Association, as indenture trustee, (the Indenture Trustee), entered into the Series 2016-I Indenture Supplement (the Series 2016-I Indenture Supplement), a copy of which is filed with this Form 8-K as Exhibit 4.1.
Item 8.01. Other Events
Opinions in Connection with the Offering
The Registrant is filing Exhibits 5.1, 5.2 and 8.1 in connection with the offer and sale of the Underwritten Notes.
Issuance of Series 2016-I Asset-Backed Notes
Reference is made to the registration statement (the Registration Statement) on Form SF-3 (File Nos. 333-209766, 333-209766-01 and 333-209766-02) filed with the Securities and Exchange Commission on February 26, 2016 (as amended by pre-effective Amendment No. 1 filed on April 15, 2016, pre-effective Amendment No. 2 filed on May 20, 2016, and pre-effective Amendment No. 3 filed on June 3, 2016) and declared effective on June 9, 2016. On June 29, 2016, Cabelas Credit Card Master Note Trust publicly issued $570,000,000 of the Class A-1 Fixed Rate Asset-Backed Notes, Series 2016-I (the Class A-1 Notes) and $280,000,000 of the Class A-2 Floating Rate Asset-Backed Notes, Series 2016-I (the Class A-2 Notes, and together with the Class A-1 Notes, the Underwritten Notes) described in a Prospectus dated June 23, 2016.
On June 29, 2016, Cabelas Credit Card Master Note Trust also issued $80,000,000 Class B Fixed Rate Asset-Backed Notes, Series 2016-I (the Class B Notes), $42,500,000 Class C Fixed Rate Asset-Backed Notes, Series 2016-I (the Class C Notes) and $27,500,000 Class D Fixed Rate Asset-Backed Notes, Series 2016-I (the Class D Notes). The Class B Notes, Class C Notes and Class D Notes were offered and sold without registration under the Securities Act of 1933, as amended (the Act), in reliance on the exemption set forth in Section 4(2) of the Act.
Use of Proceeds Underwritten Notes
The public offering of the Underwritten Notes was made under the Registration Statement and was terminated on June 29, 2016, upon the sale of all of the Underwritten Notes. The underwriters of the Underwritten Notes were Wells Fargo Securities, LLC, RBC Capital Markets, LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated.
The price to the public of the Class A-1 Notes was $569,911,650 (or 99.98450%). The price to the public of the Class A-2 Notes was $280,000,000 (or 100.00000%). During the period from the effective date of the Registration Statement through the current reporting period, the amount of expenses incurred with the issuance and distribution of the publicly offered and sold Underwritten Notes with respect to underwriting commissions and discounts was $2,267,500. After deducting the underwriting discounts described in the preceding sentence, the net offering proceeds to the Issuer before deducting expenses for the Underwritten Notes are $847,644,150. Other expenses, including legal fees and other costs and expenses relating to the offer of the Underwritten Notes are reasonably estimated to be $825,000, and net proceeds to the Issuer from the sale of the Underwritten Notes, after deduction of expenses, are reasonably estimated to be $846,819,150.
The net proceeds from the sale of the Underwritten Notes, after deducting the underwriting commissions and discounts, and expenses above, were used to reduce amounts outstanding under the Series 2011-I variable funding notes and the Series 2011-III variable funding notes and to purchase credit card receivables from Worlds Foremost 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.
(a) | Not applicable. |
(b) | Not applicable. |
(c) | Not applicable. |
(d) | Exhibits |
EXHIBIT NO. | DOCUMENT DESCRIPTION | |
4.1 | Series 2016-I Indenture Supplement | |
5.1 | Opinion of Kutak Rock LLP with respect to legality | |
5.2 | Opinion of Kutak Rock LLP with respect to legality | |
8.1 | Opinion of Kutak Rock LLP with respect to tax matters | |
23.1 | Consent of Kutak Rock LLP (included in Exhibits 5.1, 5.2 and 8.1) |
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.
WFB FUNDING, LLC | ||||
By: | WFB FUNDING CORPORATION, Managing Member | |||
By: | /s/ Sean Baker | |||
Name: | Sean B. Baker | |||
Title: | President and Chief Executive Officer |
June 29, 2016
EXHIBIT INDEX
Exhibit No. |
Description | |
Exhibit 4.1 | Series 2016-I Indenture Supplement | |
Exhibit 5.1 | Opinion of Kutak Rock LLP with respect to legality | |
Exhibit 5.2 | Opinion of Kutak Rock LLP with respect to legality | |
Exhibit 8.1 | Opinion of Kutak Rock LLP with respect to tax matters | |
Exhibit 23.1 | Consent of Kutak Rock LLP (included in Exhibits 5.1, 5.2 and 8.1) |