0001101215-18-000220.txt : 20181029 0001101215-18-000220.hdr.sgml : 20181029 20181029160135 ACCESSION NUMBER: 0001101215-18-000220 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20181026 0001139552 0001007254 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20181029 DATE AS OF CHANGE: 20181029 ABS ASSET CLASS: Credit card FILER: COMPANY DATA: COMPANY CONFORMED NAME: WFN CREDIT CO LLC CENTRAL INDEX KEY: 0001139552 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 311772814 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-60418 FILM NUMBER: 181144223 BUSINESS ADDRESS: STREET 1: 3100 EASTON SQUARE PLACE, #3108 CITY: COLUMBUS STATE: OH ZIP: 43219 BUSINESS PHONE: 614.729.5044 MAIL ADDRESS: STREET 1: 3100 EASTON SQUARE PLACE, #3108 CITY: COLUMBUS STATE: OH ZIP: 43219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WORLD FINANCIAL NETWORK CREDIT CARD MASTER NOTE TRUST CENTRAL INDEX KEY: 0001282663 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 311772814 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-113669 FILM NUMBER: 181144221 BUSINESS ADDRESS: STREET 1: ONE RIGHTER PARKWAY, SUITE 100 CITY: WILMINGTON STATE: DE ZIP: 19803 BUSINESS PHONE: 302.529.6140 MAIL ADDRESS: STREET 1: ONE RIGHTER PARKWAY, SUITE 100 CITY: WILMINGTON STATE: DE ZIP: 19803 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WORLD FINANCIAL NETWORK CREDIT CARD MASTER TRUST CENTRAL INDEX KEY: 0001140096 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 000000000 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-60418-01 FILM NUMBER: 181144222 BUSINESS ADDRESS: STREET 1: 3100 EASTON SQUARE PLACE, #3108 CITY: COLUMBUS STATE: OH ZIP: 43219 BUSINESS PHONE: 614.729.5044 MAIL ADDRESS: STREET 1: 3100 EASTON SQUARE PLACE, #3108 CITY: COLUMBUS STATE: OH ZIP: 43219 8-K 1 form_8k.htm FORM 8-K

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)
October 26, 2018
 
World Financial Network Credit Card Master Note Trust
(Exact Name of Issuing Entity as Specified in its Charter)
 
Commission File Numbers of Issuing Entity: 333-166240-01, 333-189182-01 and 333-208463
Central Index Key Number of Issuing Entity: 0001282663

World Financial Network Credit Card Master Trust
(Exact Name of Issuer of Collateral Certificate as Specified in its Charter)
 
Commission File Numbers of Issuer of the Collateral Certificate: 333-166240-02, 333-189182-02 and 333-208463-02
Central Index Key Number of Issuer of the Collateral Certificate: 0001140096
 
WFN Credit Company, LLC
(Exact Name of Depositor/Registrant as Specified in its Charter)
 
Commission File Numbers of Depositor: 333-166240, 333-189182 and 333-208463-01
Central Index Key Number of Depositor: 0001139552

Comenity Bank
(Exact Name of Sponsor as Specified in its Charter)
 
Central Index Key Number of Sponsor: 0001007254
 
Delaware
(State or Other Jurisdiction of Incorporation of Issuing Entity and Registrant)
 
31-1772814
(I.R.S. Employer Identification No. of Registrant)
 
3075 Loyalty Circle, Columbus, Ohio
43219
(Address of Principal Executive Offices of Registrant)
  
(Zip Code)
 
(614) 729-5044
(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))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 8.01.             Other Events.

On October 26, 2018, WFN Credit Company, LLC, as transferor (the "Transferor") under the Second Amended and Restated Pooling and Servicing Agreement, dated as of August 1, 2001, among the Transferor, Comenity Bank ("Comenity"), as servicer (the "Servicer"), and MUFG Union Bank, N.A., as trustee (the "Trustee"), relating to World Financial Network Credit Card Master Trust (the "Receivables Trust"), designated for removal from the Receivables Trust all receivables in accounts arising in the private label credit card program for a retailer associated with a terminated credit card program (the "Account Removal").

The Account Removal was effected pursuant to Reassignment No. 6 of Receivables in Removed Accounts, dated as of October 26, 2018,  by and among the Transferor, the Servicer and the Trustee, a copy of which is filed with this Form 8-K as Exhibit 99.1.


Item 9.01.             Financial Statements and Exhibits.

(a)
Not applicable.

(b)
Not applicable.

(c)
Not applicable.

(d)
Exhibits.

Exhibit No.
Document Description
   
Reassignment No. 6 of Receivables in Removed Accounts, dated as of October 26, 2018


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.


WFN CREDIT COMPANY, LLC as depositor


By:   /s/ Michael Blackham
Name: Michael Blackham
Title: Treasurer


Dated:  October 29, 2018

 EX-99.1 2 exhibit_99-1.htm EXHIBIT 99.1


Exhibit 99.1


REASSIGNMENT NO. 6 OF RECEIVABLES IN REMOVED ACCOUNTS


REASSIGNMENT No. 6 OF RECEIVABLES, dated as of October 26, 2018 (this "Reassignment"), by and among WFN CREDIT COMPANY, LLC, a Delaware limited liability company, as Transferor ("Transferor"), COMENITY BANK (formerly known as World Financial Network Bank), a Delaware state-chartered bank, as Servicer ("Servicer"), and MUFG UNION BANK, N.A., (formerly known as Union Bank, N.A., successor to The Bank of New York Mellon Trust Company, N.A., successor to BNY Midwest Trust Company),  a national banking association, as Trustee ("Trustee"), pursuant to the Second Amended and Restated Pooling and Servicing Agreement referred to below.

WITNESSETH:

WHEREAS Transferor, Servicer and Trustee are parties to the Second Amended and Restated Pooling and Servicing Agreement dated as of August 1, 2001 (as may be amended and supplemented from time to time, the "Agreement") relating to World Financial Network Credit Card Master Trust (the "Trust");

WHEREAS pursuant to the Agreement, Transferor wishes to remove from the Trust all Receivables in the Accounts owned by the Credit Card Originator arising in the retail private label credit card program for Crate & Barrel Holdings, Inc. (the "Removed Accounts") that are required to be sold by the Credit Card Originator to Synchrony Bank on or about the Removal Date (as defined below) and to cause Trustee to reconvey the Receivables in such Removed Accounts, whether now existing or hereafter created, from the Trust to Transferor (the foregoing transactions, collectively, the "Account Removal"); and

WHEREAS Trustee is willing to accept such designation and to reconvey the Receivables in the Removed Accounts subject to the terms and conditions hereof;

NOW, THEREFORE, Transferor, Servicer and Trustee hereby agree as follows:

1.             Defined Terms. All terms defined in the Agreement and used herein shall have such defined meanings when used herein, unless otherwise defined herein.

"Removal Date" means, with respect to the Removed Accounts designated hereby,  October 26, 2018.

"Removal Notice Date" means, with respect to the Removed Accounts, October 5, 2018.

2.            Designation of Removed Accounts. On or before the date that is 10 Business Days after the Removal Date, Transferor will deliver to Trustee an Account Schedule identifying all Accounts the Receivables of which are being removed from the Trust, specifying for each such Account, as of the Removal Notice Date, its account number, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables in such Account, which Account Schedule the parties hereto hereby agree shall satisfy any and all requirements under the Agreement to deliver an Account Schedule in connection with the Account Removal.


3.            Conveyance of Receivables. (a)  Trustee does hereby transfer, assign, set over and otherwise convey to Transferor, without representation, warranty or  recourse, on and after the Removal Date, all right, title and interest of the Trust in, to and under the Receivables existing at the opening of business on the Removal Date and thereafter created from time to time in the Removed Accounts designated hereby, all monies due or to become due and all amounts received with respect thereto and all proceeds thereof.

(b) In connection with such transfer, Trustee agrees to execute and deliver to Transferor on or prior to the date this Reassignment is delivered, applicable termination statements with respect to the Receivables existing at the opening of business on the Removal Date and thereafter created from time to time in the Removed Accounts reassigned hereby and the proceeds thereof evidencing the release by the Trust of its interest in the Receivables in the Removed Accounts, and meeting the requirements of applicable state law, in such manner and such jurisdictions as are necessary to terminate such interest.

4.             Representations and Warranties of Transferor. Transferor hereby represents and warrants to Trustee, on behalf of the Trust, as of the Removal Date:

(a) Legal, Valid and Binding Obligation. This Reassignment constitutes a legal, valid and binding obligation of Transferor enforceable against Transferor, in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors, rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity);

(b) Early Amortization Event. Transferor reasonably believes that the removal of the Receivables existing in the Removed Accounts will not, based on the facts known to Transferor, then or thereafter cause an Early Amortization Event to occur with respect to any Series;

(c) List of Removed Accounts. The list of Removed Accounts, when delivered pursuant to Section 2.9(a)(ii) of the Agreement, will be true and complete in all material respects as of the Removal Date;

(d) Receivables Tests. The Account Removal shall not cause the Transferor Amount to be less than the Minimum Transferor Amount or cause the aggregate Principal Receivables plus the Excess Funding Account balance to be less than the Required Principal Balance on the Removal Date, after giving effect to the removal of the Removed Accounts; and

(e) Invested Amounts. Such removal shall not cause a decrease in the sum of the Invested Amounts for all outstanding Series.

5.         Ratification of Agreement. As supplemented by this Reassignment, the Agreement is in all respects ratified and confirmed and the Agreement as so supplemented by this Reassignment shall be read, taken and construed as one and the same instrument.


6.             Counterparts. This Reassignment may be executed in two or more counterparts, and by different parties on separate counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument.

7.             GOVERNING LAW. THIS REASSIGNMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.


IN WITNESS WHEREOF, Transferor, Servicer and Trustee have caused this Reassignment to be duly executed by their respective officers as of the day and year first above written.


WFN CREDIT COMPANY, LLC,
     as Transferor

By: /s/ Michael Blackham
Name:  Michael Blackham
Title:  Treasurer



COMENITY BANK,
     as Servicer

By: /s/ Randy J. Redcay
Name:  Randy J. Redcay
Title:  Chief Financial Officer



MUFG UNION BANK, N.A.,
     not in its individual capacity, but solely as
    Trustee

By: /s/ Marion Zinowski
Name: Marion Zinowski
Title: Vice President