| 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) | ||||||||
| August 31, 2024 | ||||||||
World Financial Network Credit Card Master Note Trust (Exact Name of Issuing Entity as Specified in its Charter) Commission File Numbers of Issuing Entity: 333-208463 and 333-230197-02 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: 333-208463-02 and 333-230197-01 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: 333-208463-01 and 333-230197 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) | ||||||||
| 3095 Loyalty Circle, Columbus, Ohio | 43219 | |||||||
| (Address of Principal Executive Offices of Registrant) | (Zip Code) | |||||||
| (614) 729-5044 | ||||||||
| (Registrant’s Telephone Number, Including Area Code) | ||||||||
| N/A | ||||||||
| (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)) | ||||||||
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| N/A | N/A | N/A | ||||||
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 1.01. Entry into a Material Definitive Agreement
On August 31, 2024, Comenity Bank (“Bank”) and Comenity Servicing LLC (“Servicer”) entered into the First Amendment (“First Amendment”) to that certain Fifth Amended and Restated Service Agreement, dated as of April 1, 2024 (the “Service Agreement”), by and between Bank and Servicer, which Service Agreement was filed as Exhibit 99.1 of the report on Form 8-K on April 4, 2024. A copy of the First Amendment is filed with this Form 8-K as Exhibit 99.1.
On August 31, 2024, Bank and Servicer entered into the Fifth Addendum to Appendix A (“Fifth Addendum”) to the Service Agreement. A copy of the Fifth Addendum is filed with this Form 8-K as Exhibit 99.2.
Item 9.01. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
| Exhibit No. | Document Description | |||||||
Exhibit 99.1 | First Amendment to Fifth Amended and Restated Service Agreement | |||||||
Exhibit 99.2 | Fifth Addendum to Appendix A of Fifth Amended and Restated Service Agreement | |||||||
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/ Wai Chung
Name: Wai Chung
Title: Treasurer
Dated: September 4, 2024
Exhibit 99.1
FIRST AMENDMENT TO
FIFTH AMENDED AND RESTATED SERVICE AGREEMENT
This First Amendment (the “First Amendment”) entered into August 31, 2024 is to the Fifth Amended and Restated Service Agreement dated April 1, 2024, (the “Agreement”), by and between Comenity Servicing LLC, (“Servicer”) a Texas limited liability company, with its principal place of business at 3095 Loyalty Circle, Columbus, Ohio 43219 and Comenity Bank, (“Bank”) a Delaware state bank, with its principal place of business at One Righter Parkway, Suite 100, Wilmington, DE 19803.
RECITALS
WHEREAS, Servicer provides certain services to Bank pursuant to the Agreement;
WHEREAS, Bank and Servicer now desire to amend the Agreement as stated below.
NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, Bank and Servicer agree as follows:
1. Amendments.
a. Appendix B. Section I – Fee Schedule for All Products. The first paragraph of Section 2 in Appendix B, Section I is hereby deleted in its entirety and replaced with the following:
“2. Servicer will provide to Bank, no later than the 10th calendar day of each month, a statement of the Section I Services Fee incurred during the immediately preceding month (the “Section I Fee Statement”). The Section I Services Fee shall be an amount equal to: (a) (i) the “Combined Cost of Section I Services” (as defined below), multiplied by (ii) “Bank’s Section I Allocable Percentage” (as defined below), plus (b) a fifteen percent (15%) markup. The parties have agreed (based upon an independent third-party study) that a 15% markup is within the reasonable markup range which would be charged by an independent party on an arm’s length basis for the Section I Services.”
b. Appendix B. Section II – Fee Schedule for Revovling Credit Cards. The first paragraph of Section 2 in Appendix B, Section II is hereby deleted in its entirety and replaced with the following:
“2. Servicer will provide to Bank, no later than the 10th calendar day of each month, a statement of the Section II Services Fee incurred during the immediately preceding month (the “Section II Fee Statement”). The Section II Services Fee shall be an amount equal to: (a) (i) the “Combined Cost of Section II Services” (as defined below), multiplied by (ii) “Bank’s Section II Allocable Percentage” (as defined below), plus (b) a fifteen percent (15%)
First Amendment to
Fifth Amended and Restated Service Agreement
Comenity Servicing LLC/Comenity Bank
1
markup. The parties have agreed (based upon an independent third-party study) that a 15% markup is within the reasonable markup range which would be charged by an independent party on an arm’s length basis for the Section II Services.”
2. Effective Date. The Parties agree that the changes set forth in this Amendment shall be effective on September 1, 2024 (the “First Amendment Effective Date”).
3. Miscellaneous. Capitalized terms not otherwise defined in this Amendment shall have the meanings assigned to them in the Agreement. Other than as set forth above, the parties agree that the Agreement, as amended by this Amendment, shall continue in full force and effect. The parties may execute this Amendment in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute but one and the same instrument.
[Signature page follows]
First Amendment to
Fifth Amended and Restated Service Agreement
Comenity Servicing LLC/Comenity Bank
2
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their authorized officers effective as set forth above.
Comenity Bank
By: /s/ Baron Schlachter
Name: Baron Schlachter
Title: Comenity Bank President
Comenity Servicing LLC
By: /s/ Tammy McConnaughey
Name: Tammy McConnaughey
Title: President
First Amendment to
Fifth Amended and Restated Service Agreement
Comenity Servicing LLC/Comenity Bank
3
Exhibit 99.2
FIFTH ADDENDUM TO APPENDIX A OF
FIFTH AMENDED AND RESTATED SERVICE AGREEMENT
This Fifth Addendum to Appendix A of that certain Fifth Amended and Restated Service Agreement (the "Addendum") is entered into as of this 31st day of August, 2024, by and between Comenity Bank (“Bank”), a Delaware state bank, with its principal place of business at One Righter Parkway, Suite 100, Wilmington, Delaware 19803 and Comenity Servicing LLC (“Servicer”), a Texas limited liability company with its principal place of business at 3095 Loyalty Circle, Columbus, OH 43219.
RECITALS
WHEREAS, Bank and Servicer entered into that certain Fifth Amended and Restated Service Agreement as of April 1st, 2024 (the “Agreement”) to outsource certain services to Servicer; and
WHEREAS, Bank and Servicer desire to modify certain Performance Standards set forth in Exhibit A to the Agreement.
NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, Bank and Servicer agree as follows:
1. Performance Standards. Bank and Servicer agree to amend the Performance Standards set forth in Appendix A to the Agreement, such that certain Performance Standards are hereby amended as set forth in further detail in Exhibit A hereto.
2. Effective Date: The amendments to the Performance Standards, as set forth in Exhibit A hereto, shall be effective as of the first day of the month following the month in which this Addendum is executed.
3. Miscellaneous. Capitalized terms not otherwise defined in this Addendum shall have the meanings assigned to them in the Agreement. Other than as set forth above and in Exhibit A hereto, the parties agree that the Agreement, as amended by this Addendum, shall continue in full force and effect. The parties may execute this Addendum in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute but one and the same instrument.
Fifth Addendum to Appendix A of
Fifth Amended and Restated Service Agreement
Comenity Servicing LLC / Comenity Bank
1
IN WITNESS WHEREOF, the parties have caused this Addendum to be executed by their authorized officers effective as of the date first written above.
Comenity Bank
By: /s/ Baron Schlachter
Name: Baron Schlachter
Title: Comenity Bank President
Comenity Servicing LLC
By: /s/ Tammy McConnaughey
Name: Tammy McConnaughey
Title: President
Fifth Addendum to Appendix A of
Fifth Amended and Restated Service Agreement
Comenity Servicing LLC / Comenity Bank
2
EXHIBIT A
SECTION I: SERVICES AND PERFORMANCE STANDARDS APPLICABLE TO ALL COMENITY BANK PRODUCTS
1. Amendments. Set forth below are revisions to existing Performance Standards, all of which shall be incorporated into Appendix A to the Agreement.
| Service | Performance Standard | Measuring Period | Amended/ Added | ||||||||
Information Technology Services/Outsourcing • Provide Information Technology services, platform, network, including telecommunications through a secure environment, which can be outsourced to third and fourth parties, including but not limited to: • Timely Incident Restoration. • Unix/Linux Server Availability. • Windows Server Availability. • Mainframe Availability. • Critical Application Availability. • Data/Voice Connectivity Availability. • Stability of Integration Hub API’s Supporting Critical Applications. • Implementation of Critical Security Updates/Patches. • Completion of Critical Batches. • Authorizations. • Account maintenance through self-service or Care Center Associate. • Other IT services as needed. | Maintain 99.9% availability for New Account systems to process all applications (SNAP). | M | Amended | ||||||||
| Maintain 99.95% availability of Alvaria. | M | Amended | |||||||||
| Maintain 99.9% availability of Account Center (Web). | M | Amended | |||||||||
| Maintain 99.9% availability of Interactive Voice Response (IVR). | M | Amended | |||||||||
| Maintain 99.9% availability of Easy Pay. | M | Amended | |||||||||
| Maintain 99.9% transaction success of Account Center APIs. | M | Amended | |||||||||
| Maintain 99.9% transaction success of IVR APIs. | M | Amended | |||||||||
Fifth Addendum to Appendix A of
Fifth Amended and Restated Service Agreement
Comenity Servicing LLC / Comenity Bank
3
| Service | Performance Standard | Measuring Period | Amended/ Added | ||||||||
• Provide IT Quality services as listed below: • Provide management of production defects. • Maintain tracking of Critical and High defects. • Maintain listing of critical applications supporting the Bank. • Maintain oversight of critical application performance. • Provide monitoring of IT fixes implemented. • Other IT Quality Services, as requested. | Maintain 99.9% transaction success of Mobile App APIs. | M | Amended | ||||||||
Fifth Addendum to Appendix A of
Fifth Amended and Restated Service Agreement
Comenity Servicing LLC / Comenity Bank
4