|
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, 2021
|
||
|
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)
|
||
|
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))
|
||
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, 2021, Comenity Bank (“Bank”) and Comenity Servicing LLC (“Servicer”) entered into the Sixth Addendum to Appendix A (“Addendum”) of that certain Third Amended and Restated Service Agreement, dated as of
April 23, 2019 (as amended, the “Service Agreement”), by and between Bank and Servicer, which Service Agreement was filed as Exhibit 99.1 of the current report on Form 8-K on April 23, 2019. A copy of the Addendum 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
|
|
|
Sixth Addendum to Appendix A of Third Amended and Restated Service Agreement, as Amended
|
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: September 3, 2021
Exhibit 99.1
SIXTH ADDENDUM TO
APPENDIX A OF
THIRD AMENDED AND RESTATED SERVICE AGREEMENT, AS AMENDED
This Sixth Addendum to Appendix A of that certain Third Amended and Restated Service Agreement, as Amended (the "Addendum") is entered into as of this 31st day of August, 2021, by and between Comenity
Servicing LLC (“Servicer”), a Texas limited liability company with its principal place of business at 3075 Loyalty Circle, Columbus, OH 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, Bank and Servicer entered into that certain Third Amended and Restated Service Agreement as of April 23, 2019, as amended on February 20, 2020 (the “Agreement”) to outsource certain data
processing activities and certain other administrative and servicing functions; 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, added, or deleted in as set forth in further detail in Exhibit A hereto.
2. Effective Date: The amendments, additions, and deletions 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.
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 Servicing LLC
By: /s/ Tammy M. McConnaughey
Name: Tammy M. McConnaughey
Title: EVP, Credit Operations and Credit Risk
Comenity Bank
By: /s/ Baron Schlachter
Name: Baron Schlachter
Title: Comenity Bank President
EXHIBIT A
| 1. |
Amendments and Additions. Set forth below are additional Performance Standards or revisions to existing Performance Standards, all of which shall be incorporated into Appendix A to the Agreement.
|
|
Service
|
Performance Standard
|
Measuring Period
|
Amended/
Added |
|
BSA/AML
• Support day-to-day functions of the Compliance function in the areas of BSA/AML/OFAC, to ensure all regulatory requirements are met.
• Initiate review of Watch List Filtering, Suspicious Activity Monitoring, and OFAC alerts.
• Support reporting for senior Bank management, committees and boards as requested.
• Analyze account and customer activity to determine if Currency Transaction Reports (CTRs) are warranted.
• Prepare and support CTRs reporting to senior bank management, committees and boards.
|
Amended Service Description
|
||
|
File currency transaction reports within regulatory requirements or applicable policy or procedural timing requirements.
|
M
|
Added
|
|
|
Monthly Currency Transaction Reporting:
1. Report Currency Transaction Reports filed on behalf of the Bank.
2. Report Currency Transaction Reports filed outside of regulatory requirements or outside of applicable policy or procedural timing requirement.
|
M
|
Added
|
|
|
Report 100% of matches to FinCEN within the reporting deadline stated in the information request.
|
M
|
Added
|
|
|
FinCEN 314(a) Match and Subsequent Investigation Reporting:
1. Report the number of matches reported to FinCEN and number of accounts referred to the FIU for additional review.
2. Report any matches reported outside the deadline indicated by FinCEN in the information sharing request.
|
M
|
Added
|
|
Service
|
Performance Standard
|
Measuring Period
|
Amended/
Added |
|
Collections
• Manage collection of overdue accounts from initial delinquency through charge-off.
• Manage special account processing including bankruptcy, deceased & settlement offers.
• Manage collection agencies and law firms retained to collect overdue accounts.
• Manage sales of accounts to debt buyers.
|
Amended Service Description
|
||
|
Complaints Management
• Complaints Management Governance and Oversight: Provide services and support in establishing procedures, definitions and standards for handling complaints received through all intake channels, and oversee and govern the handling,
resolution, monitoring, analysis and reporting of all complaints.
• Complaints Handling: Identify, capture, investigate, respond to and document complaints and related risks in system of record in accordance with definitions and requirements of the Bank policies and procedures and regulatory requirements.
• Complaint Reporting: Prepare Complaints Management reporting on all Tiers of complaint data. Complete qualitative review of complaints through data mining to determine root causes driving complaints and assist in solutioning for
reduction in complaints.
• Other complaint management services, as requested.
|
Amended Service Description
|
||
|
Report timely to management, Bank committees and Bank board on the number of written complaints handled, response times, categories, and other relevant information.
|
Q
|
Added
|
|
|
Complete 90% of the Tier 1 (per program definition) consumer complaints within 15 calendar days; Complete 100% of the Tier 1 consumer complaints within 60 calendar days.
|
M
|
Added
|
|
|
Complete 80% of the Tier 2 (per program definition) consumer complaints within 15 calendar days; Complete 100% of the Tier 2 consumer complaints within 60 calendar days.
|
M
|
Added
|
|
|
End User Support
• Provision of hardware, software and support to ensure continuous functioning of end user computing needs. Ensuring high customer satisfaction through the use of end-user surveys.
|
Amended Service Description
(Previously Desktop/PC Support)
|
||
|
Work 90% of service requests within 15 business days.
|
M
|
Amended
|
|
|
Customer satisfaction scores will not fall below 95% on a monthly basis.
|
M
|
Amended
|
|
|
Information Security Support
• Provide technologies and manage network and application access to protect client/customer data while assuring privacy and regulatory compliance.
|
Meet or exceed established threshold (>=98%) for removing access due to terminations within 1 business day.
|
M
|
Amended
|
| 2. |
Deletions. Set forth below are Performance Standards which shall be deleted from Appendix A to the Agreement.
|
|
Service
|
Performance Standard
|
Measuring Period
|
Deleted
|
|
Contract Commitment Oversight
• Holistic measurement of reputational risk, financial impact and high value brand performance of Banks Brand Partners.
|
Brand SLA failures shall not occur on more than one Tier A brand in a given month, on the same brand for consecutive months nor shall failures occur on any Tier A brands across three consecutive months.
|
M
|
Deleted
|
|
Information Security Support
• Provide technologies and manage network and application access to protect client/customer data while assuring privacy and regulatory compliance.
|
Complete network access removal due to terminations within 10 business days.
|
M
|
Deleted
|
|
Meet or exceed established threshold (>=98%) for completing password resets for non-SSO applications within 3 business days.
|
M
|
Deleted
|