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WORLD FINANCIAL NETWORK CREDIT CARD MASTER NOTE TRUST FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

February 21, 2014

Item 1.01. Entry into a Material Definitive Agreement



On February 19, 2014, World Financial Network Credit Card Master Note Trust, as issuer (the "Issuer"), and Union Bank, N.A., as indenture trustee (the "Indenture Trustee"), entered into the Series 2014-A Indenture Supplement (the "Series 2014-A Indenture Supplement"), a copy of which is filed with this Form 8-K as Exhibit 4.1.

Item 8.01. Other Events.



Issuance of Series 2014-A Notes

On February 19, 2014, the Issuer issued $450,000,000 of Series 2014-A Class A Asset Backed Notes (the "Series 2014-A Offered Notes"), $39,062,000 of Series 2014-A Class M Asset Backed notes (the "Series 2014-A Class M Notes"), $39,062,000 of Series 2014-A Class B Asset Backed Notes (the "Series 2014-A Class B Notes"), $71,876,000 of Series 2014-A Class C Asset Backed Notes (the "Series 2014-A Class C Notes"), and $25,000,000 of Series 2014-A Class D Asset Backed Notes (the "Series 2014-A Class D Notes" and, together with the Series 2014-A Class M Notes, the Series 2014-A Class B Notes and the Series 2014-A Class C Notes, the "Series 2014-A Retained Notes," and, together with the Series 2014-A Offered Notes, the "Series 2014-A Notes") described in a Prospectus Supplement dated February 12, 2014 to a Prospectus dated February 11, 2014.

Use of Proceeds - Series 2014-A Notes

The public offering of the Series 2014-A Offered Notes was made under the registration statement on Form S-3 (File Nos. 333-189182 and 333-189182-01) filed with the Securities and Exchange Commission on June 7, 2013 (as amended by pre-effective amendment no. 1 on July 5, 2013 and declared effective on July 15, 2013) (collectively, the "Registration Statement").

The Public Offering of the Series 2014-A Offered Notes terminated on February 12, 2014 upon the sale of all of the Series 2014-A Offered Notes. The depositor retained all of the Series 2014-A Retained Notes. No underwriting discount was paid to the underwriters with respect to the Series 2014-A Retained Notes. The underwriters of the Series 2014-A Offered Notes were J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC, BNP Paribas Securities Corp., CIBC World Markets Corp., Fifth Third Securities, Inc., Mizuho Securities USA Inc. and RBC Capital Markets, LLC. The price to the public of the Series 2014-A Offered Notes was $450,000,000 (or 100.00000%).

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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 Series 2014-A Offered Notes with respect to underwriting commissions and discounts was $1,575,000. After deducting the underwriting commission and discount described in the preceding sentence, the net offering proceeds of the Issuer before expenses for the Series 2014-A Offered Notes are $448,425,000. Other expenses, including legal fees and other costs and expenses, are reasonably estimated to be $450,000 and net proceeds of the Issuer, after deduction of expenses, are reasonably estimated to be $447,975,000 total proceeds. With respect of 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 WFN Credit Company, LLC, after deducting the underwriting commissions and discounts, and expenses above, were used for general corporate purposes. 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 2014-A Indenture Supplement



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Source: Edgar Glimpses


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