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, 2011
April 5, 2012
World Financial Network Credit Card Master Note Trust (Issuing Entity) World Financial Network Credit Card Master Trust (Issuer of Collateral Certificate) WFN Credit Company, LLC (Depositor/Registrant) World Financial Network Bank (Sponsor)
(Exact Name of Issuing Entity, Issuer of Collateral Certificate, Depositor/Registrant and Sponsor as Specified in their respective Charters)
Delaware
(State or Other Jurisdiction of Incorporation of Issuing Entity and Registrant)
333-166240, 333-166240-01	31-1772814
(Commission File Numbers for Registrant and Issuing Entity, respectively)	(Registrants’ I.R.S. Employer Identification Nos. for Registrant)
3100 Easton Square Place, #3108, Columbus, Ohio	43219	~~43219~~
(Address of Principal Executive Offices of Registrant)	(Zip Code)	~~(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))

Item 1.01. Entry into a Material Definitive ~~Agreement~~Agreements.

OnWFN ~~November~~Credit 9Company, ~~2011,~~LLC ~~World~~(“Credit”) ~~Financial~~entered ~~Network~~into ~~Credit~~an ~~Card~~Underwriting ~~Master~~Agreement, ~~Note~~dated ~~Trust~~April 5, as2012 ~~issuer~~ (~~the~~ “~~Issuer~~Underwriting Agreement”), ~~and~~among ~~The~~Credit, World Financial Network Bank, ofJ.P. ~~New~~Morgan ~~York~~Securities ~~Mellon~~LLC ~~Trust~~and ~~Company,~~RBS NSecurities Inc. relating to the Series 2012-A, asClass A ~~indenture~~Asset ~~trustee~~Backed ~~(the~~Notes ~~“Indenture~~by ~~Trustee”),~~World ~~entered~~Financial ~~into~~Network ~~the~~Credit ~~Series~~Card ~~2011-A~~Master ~~Indenture~~Note ~~Supplement~~Trust (described in the ~~“Series~~Prospectus ~~2011-A~~dated ~~Indenture~~April ~~Supplement”)~~5, a2012 ~~copy~~and ofthe ~~which~~Prospectus isSupplement ~~filed~~dated ~~with~~April ~~this~~5, ~~Form 8-K as Exhibit 4~~2012.1.

On November 9, 2011, the Issuer and the Indenture Trustee entered into the Series 2011-B Indenture Supplement (the “Series 2011-B Indenture Supplement”), a copy of which is filed with this Form 8-K as Exhibit 4.2.

Item 8.01. Other Events.

~~Issuance~~The Registrant is filing Exhibits 5.1 and 8.1 in connection with the issuance of ~~Series~~the ~~2011~~Series 2012-A Class A Asset Backed Notes, Class M Asset Backed Notes, Class B Asset Backed Notes and Class C Asset Backed Notes.

On November 9, 2011, the Issuer issued $250,000,000 of Series 2011-A Class A Asset Backed Notes (the “Series 2011-A Class A Notes”), $11,867,089 of Series 2011-A Class M Asset Backed notes (the “Series 2011-A Class M Notes”), $15,031,645 of Series 2011-A Class B Asset Backed Notes (the “Series 2011-A Class B Notes”), and $39,556,963 of Series 2011-A Class C Asset Backed Notes (the “Series 2011-A Class C Notes,” together with the Series 2011-A Class M Notes and the Series 2011-A Class B Notes, the “Series 2011-A Retained Notes,” and together with the Series 2011-A Class A Notes, the Series 2011-A Class M Notes and the Series 2011-A Class B Notes, the “Series 2011-A Notes”) described in a Prospectus Supplement dated November 3, 2011 to a Prospectus dated November 1, 2011.

Issuance of Series 2011-B Notes

On November 9, 2011, the Issuer issued $100,000,000 of Series 2011-B Class A Asset Back Notes (the “Series 2011-B Class A Notes”), $4,746,836 of Series 2011-B Class M Asset Backed Notes (the “Series 2011-B Class M Notes”), $6,012,658 of Series 2011-B Class B Asset Backed Notes (the “Series 2011-B Class B Notes”), and $15,822,785 of Series 2011-B Class C Asset Backed Notes (the “Series 2011-B Class C Notes,” together with the Series 2011-B Class M Notes and the Series 2011-B Class B Notes, the “Series 2011-B Retained Notes,” and together with the Series 2011-B Class A Notes, the Series 2011-B Class M Notes and the Series 2011-B Class B Notes, the “Series 2011-B Notes”) described in a Prospectus Supplement dated November 3, 2011 to a Prospectus dated November 1, 2011.

Use of Proceeds – Series 2011-A Notes

The public offering of the Series 2011-A Class A Notes was made under the registration statement (the “Registration Statement”) on Form S-3 (File No. 333-16240) filed with the Securities and Exchange Commission on April 22, 2010 (as amended by pre-effective amendment no. 1 on May 24, 2010 and pre-effective amendment no. 2 on June 22, 2010) and declared effective on June 25, 2010.

The public offering of the Series 2011-A Class A Notes terminated on November 3, 2011 upon the sale of all of the Series 2011-A Class A Notes. The depositor retained all of the Series 2011-A Retained Notes. No underwriting discount was paid to the underwriters with respect to the

Series 2011-A Retained Notes. The underwriters of the Series 2011-A Class A Notes were RBC Capital Markets LLC, RBS Securities Inc., Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, and Wells Fargo Securities.

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 2011-A Class A Notes with respect to underwriting commissions and discounts was $875,000. After deducting the underwriting commission and discount described in the preceding sentence, the net offering proceeds of the Issuer before expenses for the Series 2011-A Class A Notes are $249,088,675. 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 $248,638,655. 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 (a) to make a deposit in the pre-funding account and (b) for general corporate purposes.

Use of Proceeds – Series 2011-B Notes

The public offering of the Series 2011-B Class A Notes was made under the registration statement (the “Registration Statement”) on Form S-3 (File No. 333-16240) filed with the Securities and Exchange Commission on April 22, 2010 (as amended by pre-effective amendment no. 1 on May 24, 2010 and pre-effective amendment no. 2 on June 22, 2010) and declared effective on June 25, 2010.

The public offering of the Series 2011-B Class A Notes terminated on November 3, 2011 upon the sale of all of the Series 2011-B Class A Notes. The depositor retained all of the Series 2011-B Retained Notes. No underwriting discount was paid to the underwriters with respect to the Series 2011-A Retained Notes. The underwriters of the Series 2011-B Class A Notes were RBC Capital Markets LLC, RBS Securities Inc., Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, and Wells Fargo Securities.

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 2011-B Class A Notes with respect to underwriting commissions and discounts was $400,000. After deducting the underwriting commission and discount described in the preceding sentence, the net offering proceeds of the Issuer before expenses for the Series 2011-B Class A Notes are $99,570,270. 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 $99,120,270. 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.

Item 9.01. Financial Statements and Exhibits.

(a)

Not applicable.

(b)

Not applicable.

(c)

Not applicable.

(d)

Exhibits.

Exhibit No.		Document Description
Exhibit 4.1		Series 2011-A Indenture Supplement
Exhibit 1.1		Underwriting Agreement
Exhibit 4.2		Series 2011-B Indenture Supplement
Exhibit 5.1		Opinion of Mayer Brown LLP with respect to legality
Exhibit 8.1		Opinion of Mayer Brown LLP with respect to tax matters

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
Date: November 14, 2011	By:	/s/ Daniel T. Groomes
	By:	/s/ Ronald C. Reed
		Daniel T. Groomes
	Name:	Ronald C. Reed
		President
	Title:	Assistant Treasurer
Dated: April 9, 2012

EXHIBIT INDEX

Exhibit No.		Document Description
Exhibit 4.1		Series 2011-A Indenture Supplement
Exhibit 1.1		Underwriting Agreement
Exhibit 4.2		Series 2011-B Indenture Supplement
Exhibit 5.1		Opinion of Mayer Brown LLP with respect to legality
Exhibit 8.1		Opinion of Mayer Brown LLP with respect to tax matters

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