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WFB FUNDING, LLC FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

July 16, 2014



Item 1.01. Entry into a Material Definitive Agreement.

On July 16, 2014, Cabela's Credit Card Master Note Trust, World's Foremost Bank and U.S. Bank National Association, as indenture trustee (the "Indenture Trustee"), entered into the Series 2014-II Indenture Supplement (the "Series 2014-II 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 2014-II Asset-Backed Notes

Reference is made to the registration statement (the "Registration Statement") on Form S-3(File Nos. 333-192577, 333-192577-01 and 333-192577-02) filed with the Securities and Exchange Commission on November 27, 2013 (as amended by pre-effective Amendment No. 1 filed on January 15, 2014, pre-effective Amendment No. 2 filed on February 7, 2014 and pre-effective Amendment No. 3 filed on March 6, 2014) and declared effective on March 12, 2014. On July 16, 2014, Cabela's Credit Card Master Note Trust publicly issued $340,000,000 of the Series 2014-II Class A Asset-Backed Notes (the "Underwritten Notes") described in a Prospectus Supplement dated July 7, 2014 to a Prospectus dated July 7, 2014.

On July 16, 2014 Cabela's Credit Card Master Note Trust also issued $32,000,000 Class B Fixed Rate Asset-Backed Notes, Series 2014-II (the "Class B Notes"), $17,000,000 Class C Fixed Rate Asset-Backed Notes, Series 2014-II (the "Class C Notes") and $11,000,000 Class D Fixed Rate Asset-Backed Notes, Series 2014-II (the "Class D Notes) to World's Foremost Bank, an affiliate of Cabela's Credit Card Master Note Trust. 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 July 16, 2014, 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.

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 publicly offered and sold Underwritten Notes with respect to underwriting commissions and discounts was $1,020,000. After deducting the underwriting discounts described in the preceding sentence, the net offering proceeds to the Issuer before expenses for the Underwritten Notes are $338,980,000. Other expenses, including legal fees and other costs and expenses relating to the offer of the Underwritten Notes, are reasonably estimated to be

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$625,000, and net proceeds to the Issuer from the sale of the Underwritten Notes, after deduction of expenses, are reasonably estimated to be $338,355,000. 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 from the sale of the Underwritten Notes, after deducting the underwriting commissions and discounts, and expenses above, were used to purchase credit card receivables from World's 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 2014-II 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)



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Source: Edgar Glimpses


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