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)	November 9, 2017

Synchrony Credit Card Master Note Trust RFS Holding, L.L.C. Synchrony Bank
(Exact Name of Issuing Entity, Depositor/Registrant and Sponsor as Specified in their respective Charters)
Delaware
(State or Other Jurisdiction of Incorporation of Issuing Entity and Registrant)
333-107495, 333-130030, 333-144945, 333-169151, 333-181466-01, 333-181466, 333-206176, 333-107495-02, 333-130030-01, 333-144945-01, 333-169151-01, 333-206176-01	57-1173164 (RFS Holding, L.L.C.) 20-0268039 (Synchrony 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)

0001226006 (RFS Holding, L.L.C.) and 0001290098 (Synchrony Credit Card Master Note Trust)
(Central Index Key for Registrant and Issuing Entity, respectively)
777 Long Ridge Road Stamford, Connecticut	06902
(Address of Principal Executive Offices)	(Zip Code)
(877) 441-5094
(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 6.05. Securities Act Updating Disclosure.

The tables set forth in the attached Exhibit 99.1 summarize the trust portfolio by various criteria as of the date specified therein.

Item 8.01. Other Events.

Sale of Series 2016-2 Class C Notes

On November 9, 2017, Synchrony Credit Card Master Note Trust (the “Trust”) sold $49,315,069 of Series 2016-2 Class C Asset Backed Notes (the “Series 2016-2 Class C Notes”), described in a Prospectus dated November 3, 2017. The Series 2016-2 Class C Notes were issued pursuant to the Series 2016-2 Indenture Supplement, dated May 26, 2016, between the Trust and Deutsche Bank Trust Company Americas, as indenture trustee, which has been filed as Exhibit 4.1 to the Form 8-K filed by the registrant with the Securities and Exchange Commission on June 1, 2016.

Use of Proceeds – Series 2016-2 Class C Notes

The public offering of the Series 2016-2 Class C Notes was made under the registration statement (the “Registration Statement”) on Form SF-3 (File No. 333-206176 and File No. 333-206176-01) filed with the Securities and Exchange Commission on August 6, 2015 (as amended by pre-effective amendment no. 1 on December 30, 2015, pre-effective amendment no. 2 on February 5, 2016 and pre-effective amendment no. 3 on February 19, 2016) and declared effective on February 26, 2016.

The public offering of the Series 2016-2 Class C Notes terminated on November 9, 2017 upon the sale of all of the Series 2016-2 Class C Notes. The underwriter of the Series 2016-2 Class C Notes was SG Americas Securities, LLC.

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 2016-2 Class C Notes with respect to underwriting commissions and discounts was $194,794.52 for the Series 2016-2 Class C Notes. After deducting the underwriting commissions and discounts described in the preceding sentence, the net offering proceeds to the Trust before expenses for the Series 2016-2 Class C Notes are $49,578,756.68. Other expenses, including legal fees and other costs and expenses, are reasonably estimated to be $100,000 and net proceeds to the Trust, after deduction of expenses, are reasonably estimated to be $49,575,742.98 (which includes accrued interest on the Series 2016-2 Class C Notes in the amount of $96,986.30). 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 Trust or (b) owners of 10 percent or more of any class of securities of the Trust.

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 Synchrony 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 Trust or (b) owners of 10 percent or more of any class of securities of the Trust.

Item 9.01. Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits.

Exhibit No.	Document Description
99.1	Composition of the Trust Portfolio

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.

November 15, 2017	RFS Holding, L.L.C., as depositor
	By:	/s/ Andrew Lee
	Name:		Andrew Lee
	Title:		Vice President

EX-99.1

Exhibit 99.1

The following tables summarize the trust portfolio by various criteria as of October 31, 2017 for each of the retailers included in the trust portfolio, except for the “Composition by FICO^® Credit Score Range” table, which summarizes the trust portfolio as of October 31, 2017 by FICO^® credit score as most recently refreshed.

Please note that numbers and percentages presented in the tables in this section may not sum to the totals presented due to rounding.

For purposes of the tables in this section:

• Total Receivables Outstanding is the sum of principal receivables and finance charge receivables (which includes fee receivables) included in the trust portfolio in the period indicated.

• Accounts is the number of accounts included in the trust portfolio as of the date or in the period indicated.

Composition by Retailer

Retailer	Total Receivables Outstanding		Percentage of Total Receivables Outstanding			Number of Accounts		Percentage of Number of Accounts
Lowe’s	$	2,367,687,347		19.8	%		1,813,674		12.2	%
JCPenney		2,258,014,795		18.9	%		3,977,141		26.7	%
Sam’s Club Dual Card		1,546,338,255		12.9	%		1,248,644		8.4	%
Wal-Mart (1)		1,462,479,349		12.2	%		1,159,939		7.8	%
Sam’s Club(1)		1,278,574,162		10.7	%		1,741,880		11.7	%
Gap Family Dual Card(2)		1,262,571,116		10.6	%		1,237,573		8.3	%
Belk		744,111,392		6.2	%		1,455,163		9.8	%
Gap(3)		438,094,606		3.7	%		1,187,635		8.0	%
Chevron		225,026,716		1.9	%		794,646		5.3	%
JCPenney Dual Card		108,977,426		0.9	%		78,438		0.5	%
Other		253,532,632		2.1	%		182,111		1.2	%
Total	$	11,945,407,797		100.0	%		14,876,844		100.0	%

⁽¹⁾ Sam’s Club and Wal-Mart are affiliated retailers. Sam’s Club cards may also be used at Wal-Mart locations, and Wal-Mart cards may be used at Sam’s Club locations if the cardholder belongs to the club. Figures shown here are based on which retailer is identified on the card, not where the purchase was made.

⁽²⁾ Figures presented for Gap Family Dual Card include Old Navy Dual Card, Gap Dual Card and Banana Republic Dual Card, which are affiliated retailers. Each of these retailers’ cards may be used at the locations of the other two.

⁽³⁾ Figures presented for Gap include Old Navy, Gap and Banana Republic, which are affiliated retailers. Each of these retailers’ cards may be used at the locations of the other two.

Composition by Account Balance Range

Account Balance Range	Total Receivables Outstanding			Percentage of Total Receivables Outstanding			Number of Accounts		Percentage of Number of Accounts
Credit Balance	$	(13,853,037	)		-0.1	%		229,773		1.5	%
No Balance		–			0.0	%		5,571,584		37.5	%
$0.01-$500.00		740,754,409			6.2	%		4,648,890		31.2	%
$500.01-$1,000.00		812,112,281			6.8	%		1,119,237		7.5	%
$1,000.01-$2,000.00		1,789,214,574			15.0	%		1,229,346		8.3	%
$2,000.01-$3,000.00		1,812,674,558			15.2	%		736,202		4.9	%
$3,000.01-$4,000.00		1,613,261,984			13.5	%		465,277		3.1	%
$4,000.01-$5,000.00		1,518,414,187			12.7	%		337,717		2.3	%
$5,000.01-$6,000.00		1,217,106,222			10.2	%		222,357		1.5	%
$6,000.01-$7,000.00		819,254,388			6.9	%		126,763		0.9	%
$7,000.01-$8,000.00		608,157,060			5.1	%		81,474		0.5	%
$8,000.01-$9,000.00		437,820,672			3.7	%		51,713		0.3	%
$9,000.01-$10,000.00		334,355,731			2.8	%		35,284		0.2	%
$10,000.01-$15,000.00		215,107,107			1.8	%		19,095		0.1	%
$15,000.01-$20,000.00		25,597,926			0.2	%		1,536		0.0	%
$20,000.01 or  more		15,429,735			0.1	%		596		0.0	%
Total	$	11,945,407,797			100.0	%		14,876,844		100.0	%

Composition by Credit Limit Range

Credit Limit Range	Total Receivables Outstanding		Percentage of Total Receivables Outstanding			Number of Accounts		Percentage of Number of Accounts
$0.01-$500.00	$	76,145,171		0.6	%		695,244		4.7	%
$500.01-$1,000.00		180,995,281		1.5	%		800,364		5.4	%
$1,000.01-$2,000.00		729,908,451		6.1	%		2,982,832		20.1	%
$2,000.01-$3,000.00		1,057,441,338		8.9	%		2,536,234		17.0	%
$3,000.01-$4,000.00		1,085,211,731		9.1	%		1,587,072		10.7	%
$4,000.01-$5,000.00		1,484,696,694		12.4	%		1,486,663		10.0	%
$5,000.01-$6,000.00		1,598,273,622		13.4	%		1,238,577		8.3	%
$6,000.01-$7,000.00		1,106,849,327		9.3	%		764,345		5.1	%
$7,000.01-$8,000.00		1,187,547,853		9.9	%		811,596		5.5	%
$8,000.01-$9,000.00		815,627,598		6.8	%		452,765		3.0	%
$9,000.01-$10,000.00		1,813,105,733		15.2	%		1,097,413		7.4	%
$10,000.01 or more		809,604,998		6.8	%		423,739		2.8	%
Total	$	11,945,407,797		100.0	%		14,876,844		100.0	%

Composition by Account Age Range

Account Age Range	Total Receivables Outstanding		Percentage of Total Receivables Outstanding			Number of Accounts		Percentage of Number of Accounts
Up to 6 Months	$	–		0.0	%		–		0.0	%
6 Months to 12 Months		–		0.0	%		–		0.0	%
Over 12 Months to 24 Months		–		0.0	%		–		0.0	%
Over 24 Months to 36 Months		–		0.0	%		–		0.0	%
Over 36 Months to 48 Months		–		0.0	%		–		0.0	%
Over 48 Months to 60 Months		84,177,236		0.7	%		106,345		0.7	%
Over 60 Months to 72 Months		817,307,357		6.8	%		918,187		6.2	%
Over 72 Months to 84 Months		940,749,304		7.9	%		1,054,059		7.1	%
Over 84 Months to 96 Months		959,209,817		8.0	%		1,029,340		6.9	%
Over 96 Months to 108 Months		926,490,505		7.8	%		1,013,006		6.8	%
Over 108 Months to 120 Months		1,116,581,811		9.3	%		1,093,994		7.4	%
Over 120 Months		7,100,891,767		59.4	%		9,661,913		64.9	%
Total	$	11,945,407,797		100.0	%		14,876,844		100.0	%

Except for the applicable states listed below, no state accounted for more than 5% of the number of accounts or 5% of the total receivables balances, as applicable, as of October 31, 2017 for each of the retailers included in the trust portfolio. Since the largest number of cardholders (based on billing addresses) whose accounts are designated for the trust portfolio were in the five states listed below, adverse economic conditions affecting cardholders residing in those areas could affect timely payment by the related cardholders of amounts due on the accounts and, accordingly, the rate of delinquencies and losses for the trust portfolio.

Composition by Billing Address

Billing Address	Total Receivables Outstanding		Percentage of Total Receivables Outstanding			Number of Accounts		Percentage of Number of Accounts
Texas	$	1,162,091,916		9.7	%		1,308,334		8.8	%
California		881,744,090		7.4	%		1,359,609		9.1	%
Florida		755,446,389		6.3	%		955,341		6.4	%
North Carolina		676,195,312		5.7	%		847,033		5.7	%
New York		568,651,427		4.8	%		748,770		5.0	%
Other		7,901,278,663		66.1	%		9,657,757		64.9	%
Total	$	11,945,407,797		100.0	%		14,876,844		100.0	%

Composition by Delinquency Status

Delinquency Status	Total Receivables Outstanding		Percentage of Total Receivables Outstanding			Number of Accounts		Percentage of Number of Accounts
Current, Credit and Zero Balance	$	11,215,804,381		93.3	%		14,504,453		97.5	%
1 – 29 Days		351,557,216		2.9	%		220,402		1.5	%
30 – 59 Days		116,136,844		1.0	%		55,222		0.4	%
60 – 89 Days		84,556,394		0.7	%		33,745		0.2	%
90 – 119 Days		68,677,797		0.6	%		25,341		0.2	%
120 – 149 Days		59,631,650		0.5	%		21,101		0.1	%
150 or More Days		49,043,515		0.4	%		16,580		0.1	%
Total	$	11,945,407,797		100.0	%		14,876,844		100.0	%

The following table reflects receivables as of October 31, 2017, and the composition of accounts by FICO^® credit score as most recently refreshed:

Composition by FICO^® Credit Score Range

FICO® Credit Score Range(1)	Total Receivables Outstanding		Percentage of Total Receivables Outstanding
Less than or equal to 599	$	711,757,076		6.0	%
600 to 659		1,949,773,775		16.3	%
660 to 719		4,640,155,676		38.8	%
720 and above		4,591,729,631		38.4	%
No Score		51,991,639		0.4	%
Total	$	11,945,407,797		100.0	%

________

⁽¹⁾ FICO^® is a federally registered trademark of Fair, Isaac & Company.

Collateral For the Notes

The following information regarding the trust portfolio is as of October 31, 2017:

· total transferred receivables: $11,945,407,797

· principal receivables: $11,514,891,065

· finance charge receivables: $430,516,731

· total number of accounts designated to the trust portfolio: 14,876,844

As of October 31, 2017:

· The accounts designated for the trust portfolio had an average total receivable balance of approximately $803 and an average credit limit of approximately $4,268.

· For accounts designated for the trust portfolio, the percentage of the aggregate total receivable balance to the aggregate total credit limit was approximately 18.8%.

· The average age of the accounts designated for the trust portfolio was approximately 158 months.

Balance Reductions

The accounts in the trust portfolio may have balance reductions granted for a number of reasons, including merchandise refunds, returns, and fraudulent charges. For the twelve months ended October 31, 2017, the average monthly balance reduction rate for the approved portfolio of accounts attributable to such returns and fraud was 0.87%.

Payment Rates

The payment rate on the receivables is the most important factor that will determine the size of principal payments during an early amortization period and whether the trust has funds available to repay the notes on the expected principal payment date. The following Cardholder Monthly Payment Rates table sets forth the highest and lowest cardholder monthly payment rates on the credit card accounts in the trust portfolio during any Monthly Period in the Securitization Reporting Years or portion thereof, as applicable, shown, in each case calculated as a percentage of the Principal Receivables Outstanding as of the first day of each Monthly Period during the Securitization Reporting Years or portion thereof, as applicable, shown. Payment rates shown in the table are based on amounts that would be deemed payments of principal receivables with respect to the accounts. For purposes of these calculations, Principal Receivables Outstanding are principal receivables included in the trust portfolio in the period indicated. Each Securitization Reporting Year is the period of twelve Monthly Periods ending on December 21^st of the related calendar year.

The Payment Status table in this section shows the average for all billing cycles in the period indicated of the payments made on the receivables that fall within each of the following categories: (1) less than minimum payment, (2) minimum payment, (3) greater than minimum payment, but less than full payment and (4) full payment or greater than full payment. For any billing cycle, the percentage of payments in each category is calculated by dividing the number of accounts with payments in that category by the total amount of all accounts that were required to make payments on the receivables.

Although we have provided historical data concerning the payment rates on the receivables and the percentage of the receivables falling in each payment category, because of the factors described in this prospectus under “Risk Factors,” we cannot provide you with any assurance that the levels and timing of payments on receivables in the trust portfolio from time to time will be similar to the historical experience described in the following tables for the trust portfolio or that deposits into the principal accumulation account will equal the applicable controlled accumulation amount. The trust may shorten the controlled accumulation period and, in that event, we cannot provide any assurance that there will be sufficient time to accumulate all amounts necessary to pay the outstanding principal amount of the Series 2016-2 notes on the expected principal payment date.

Cardholder Monthly Payment Rates

	Ten Months Ended October 31,	Securitization Reporting Year
	2017	2016	2015	2014	2013	2012
Lowest Month	12.97%	12.90%	12.34%	12.43%	12.60%	13.01%
Highest Month	14.48%	14.47%	14.11%	13.69%	13.99%	15.40%
Monthly Average	13.92%	13.65%	13.28%	13.05%	13.36%	14.26%

Payment Status

	Percentage of Accounts
	Ten Billing Cycles Ended in October 31, 2017		Twelve Billing Cycles Ended in December 2016		Twelve Billing Cycles Ended in December 2015		Twelve Billing Cycles Ended in December 2014		Twelve Billing Cycles Ended in December 2013		Twelve Billing Cycles Ended in December 2012
Less than Minimum Payment		8.25%		8.47%		8.81%		9.82%		10.50%		10.70%
Minimum Payment		15.48%		16.07%		16.55%		16.76%		16.85%		15.96%
Greater than Minimum Payment, Less than Full Payment		39.00%		39.45%		40.25%		41.00%		41.09%		42.38%
Full Payment or Greater than Full Payment		37.28%		36.02%		34.39%		32.42%		31.56%		30.95%

We cannot assure you that the cardholder monthly payment rates or the payment experience for the trust portfolio in the future will be similar to the historical experience set forth in the tables above. In addition, the amount of collections of receivables may vary from month to month due to seasonal variations, general economic conditions, payment habits of individual cardholders and changes in minimum payment formulas.