UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM8-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):March 14, 2018
Commission File Number of Issuing Entity:000-20787-07
Central Index Key Number of Issuing Entity:0001003509
AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST
(Exact Name of Issuing Entity as Specified in its Charter)
Commission File Number of Depositor/Registrant: 333-113579-02 | Commission File Number of Depositor/Registrant: 333-113579-01 | |||||
Central Index Key Number of Depositor/Registrant: 0001283434 | Central Index Key Number of Depositor/Registrant: 0001283435 | |||||
AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION III LLC | AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION IV LLC | |||||
(Exact Name of Depositor/Registrant as Specified in its Charter) | (Exact Name of Depositor/Registrant as Specified in its Charter) | |||||
Delaware | 20-0942395 | Delaware | 20-0942445 | |||
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) | (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) | |||
4315 South 2700 West, Room 1100 Mail Stop02-01-46A Salt Lake City, Utah 84184 (801)945-5648 | 4315 South 2700 West, Room 1100 Mail Stop02-01-46B Salt Lake City, Utah 84184 (801)945-2068 | |||||
(Address, Including Zip Code, and Telephone Number, Including Area Code, of each Registrants’ Principal Executive Offices) | ||||||
N/A (Former Name or Former Address, if Changed Since Last Report) | N/A (Former Name or Former Address, if Changed Since Last Report) |
Central Index Key Number of Sponsor: 0000949348 | Central Index Key Number of Sponsor: 0001647722 | |
AMERICAN EXPRESS CENTURION BANK | AMERICAN EXPRESS BANK, FSB | |
(Exact Name of Sponsor as Specified in its Charter) | (Exact Name of Sponsor as Specified in its Charter) |
Check the appropriate box below if the Form8-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 Rule14a-12(b) under the Exchange Act (17 CFR240.14a-12)
☐Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))
☐Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-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 Rule12b-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. ☐
INFORMATION TO BE INCLUDED IN THE REPORT
Item 8.01. | Other Events. |
On March 14, 2018, American Express Receivables Financing Corporation III LLC (“RFC III”) and American Express Receivables Financing Corporation IV LLC (“RFC IV” and, together with RFC III, the “Transferors”), American Express Centurion Bank (“Centurion”), American Express Bank, FSB (“FSB”) and American Express Travel Related Services Company, Inc. (“TRS”) entered into an Underwriting Agreement (the “Series2018-1 Underwriting Agreement”) with Barclays Capital Inc., Mizuho Securities USA LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters (collectively, the “Underwriters”), with respect to the issuance and sale of Class A 2.67% Asset Backed Certificates, Series2018-1 (the “Series2018-1 Class A Certificates”), expected to be issued by the American Express Credit Account Master Trust (the “Trust”) on or about March 21, 2018 (the “Closing Date”). The Trust is also expected to issue the Class B 2.82% Asset Backed Certificates, Series2018-1 (the “Series2018-1 Class B Certificates” and, together with the Series2018-1 Class A Certificates, the “Series2018-1 Certificates”) on the Closing Date, which will be purchased directly by an affiliate of the Transferors. The Series2018-1 Underwriting Agreement is attached hereto as Exhibit 1.1.
On March 14, 2018, the Transferors, Centurion, FSB and TRS entered into an Underwriting Agreement (the “Series2018-2 Underwriting Agreement”) with the Underwriters with respect to the issuance and sale of Class A 3.01% Asset Backed Certificates, Series2018-2 (the “Series2018-2 Class A Certificates”), expected to be issued by the Trust on the Closing Date. The Trust is also expected to issue the Class B 3.18% Asset Backed Certificates, Series2018-2 (the “Series2018-2 Class B Certificates” and, together with the Series2018-2 Class A Certificates, the “Series2018-2 Certificates”) on the Closing Date, which will be purchased directly by an affiliate of the Transferors. The Series2018-2 Underwriting Agreement is attached hereto as Exhibit 1.2.
On March 14, 2018, the Transferors, Centurion, FSB and TRS entered into an Underwriting Agreement (the “Series2018-3 Underwriting Agreement”) with the Underwriters with respect to the issuance and sale of Class A Floating Rate Asset Backed Certificates, Series2018-3 (the “Series2018-3 Class A Certificates”), expected to be issued by the Trust on the Closing Date. The Trust is also expected to issue the Class B Floating Rate Asset Backed Certificates, Series2018-3 (the “Series2018-3 Class B Certificates” and, together with the Series2018-3 Class A Certificates, the “Series2018-3 Certificates”) on the Closing Date, which will be
purchased directly by an affiliate of the Transferors. The Series2018-3 Underwriting Agreement is attached hereto as Exhibit 1.3.
The Series2018-1 Certificates, the Series2018-2 Certificates and the Series2018-3 Certificates are collectively referred to herein as the “Certificates.”
On the Closing Date, the Trust will supplement its Third Amended and Restated Pooling and Servicing Agreement, dated as of July 20, 2016, as amended from time to time (the “Pooling and Servicing Agreement”), with its Series2018-1 Supplement, to be dated as of the Closing Date (the “Series2018-1 Supplement”). An unexecuted copy of the Series2018-1 Supplement is attached hereto as Exhibit 4.1.
On the Closing Date, the Trust will supplement the Pooling and Servicing Agreement with its Series2018-2 Supplement, to be dated as of the Closing Date (the “Series2018-2 Supplement”). An unexecuted copy of the Series2018-2 Supplement is attached hereto as Exhibit 4.2.
On the Closing Date, the Trust will supplement the Pooling and Servicing Agreement with its Series2018-3 Supplement, to be dated as of the Closing Date (the “Series2018-3 Supplement”). An unexecuted copy of the Series2018-3 Supplement is attached hereto as Exhibit 4.3.
In connection with the offering of the Certificates, the chief executive officer of each Transferor has made the certifications required by Paragraph I.B.1(a) of FormSF-3 attached hereto as Exhibit 36.1 (with respect to Series2018-1), Exhibit 36.2 (with respect to Series2018-2) and Exhibit 36.3 (with respect to Series2018-3). The certifications are being filed on this report to satisfy the requirements of Item 601(b)(36) of RegulationS-K.
Item 9.01. | Exhibits. |
The following are filed as Exhibits to this Report under Exhibit 1, Exhibit 4 and Exhibit 36:
Exhibit 1.1 | The Series2018-1 Underwriting Agreement, dated March 14, 2018, among the Transferors, Centurion, FSB, TRS and the Underwriters. | |
Exhibit 1.2 | The Series2018-2 Underwriting Agreement, dated March 14, 2018, among the Transferors, Centurion, FSB, TRS and the Underwriters. | |
Exhibit 1.3 | The Series2018-3 Underwriting Agreement, dated March 14, 2018, among the Transferors, Centurion, FSB, TRS and the Underwriters. |
Exhibit 4.1 | Unexecuted copy of Series2018-1 Supplement to be dated as of March 21, 2018, supplementing the Third Amended and Restated Pooling and Servicing Agreement, dated as of July 20, 2016, as amended from time to time (incorporated herein by reference to Exhibit 4.1 to the Form8-K filed with the Securities Exchange Commission on July 21, 2016). | |
Exhibit 4.2 | Unexecuted copy of Series2018-2 Supplement to be dated as of March 21, 2018, supplementing the Third Amended and Restated Pooling and Servicing Agreement, dated as of July 20, 2016, as amended from time to time (incorporated herein by reference to Exhibit 4.1 to the Form8-K filed with the Securities Exchange Commission on July 21, 2016). | |
Exhibit 4.3 | Unexecuted copy of Series2018-3 Supplement to be dated as of March 21, 2018, supplementing the Third Amended and Restated Pooling and Servicing Agreement, dated as of July 20, 2016, as amended from time to time (incorporated herein by reference to Exhibit 4.1 to the Form8-K filed with the Securities Exchange Commission on July 21, 2016). | |
Exhibit 36.1 | Depositor Certification for Shelf Offerings of Asset-Backed Securities (with respect to Series2018-1). | |
Exhibit 36.2 | Depositor Certification for Shelf Offerings of Asset-Backed Securities (with respect to Series2018-2). | |
Exhibit 36.3 | Depositor Certification for Shelf Offerings of Asset-Backed Securities (with respect to Series2018-3). |
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
American Express Receivables Financing Corporation III LLC, | ||
as Depositor of the Trust andCo-Registrant and as Depositor on behalf of the Trust |
By: /s/ Denise D. Roberts |
Name: Denise D. Roberts |
Title: President |
American Express Receivables Financing Corporation IV LLC, | ||
as Depositor of the Trust andCo-Registrant and as Depositor on behalf of the Trust |
By: /s/ Denise D. Roberts |
Name: Denise D. Roberts |
Title: President |
Date: March 15, 2018