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): October 18, 2013
FIRST NATIONAL MASTER NOTE TRUST
FIRST NATIONAL FUNDING LLC
FIRST NATIONAL BANK OF OMAHA
(Exact name of Issuing Entity, Depositor/Registrant and Sponsor, as specified in their respective charters)
| Nebraska | 333-190096, 333- 190096-01 | 02-0598125 (First National Funding LLC) | ||
| (State of | (Commission File Number for Registrant | (IRS Employer | ||
| Incorporation) | and Issuing Entity, respectively) | Identification No.) |
| 1620 Dodge Street Stop Code 3395, Omaha, Nebraska | 68197 | |
| (Address of principal executive offices) | (Zip Code) |
(402) 341-0500
(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. |
First National Funding LLC (“Funding”) entered into an Underwriting Agreement, dated October 18, 2013 (“Underwriting Agreement”), among Funding, First National Bank of Omaha, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, individually and as representatives of the several underwriters, relating to the Class A Series 2013-2 Asset Backed Notes (the “Offered Notes”), a copy of which is filed with this Form 8-K as Exhibit 1.1, issued by First National Master Note Trust (the “Issuer”) described in the related Prospectus dated October 17, 2013 and the related Prospectus Supplement dated October 18, 2013.
On October 24, 2013, the Issuer, and U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”), entered into the Series 2013-2 Indenture Supplement (the “Series 2013-2 Indenture Supplement”), a copy of which is filed with this Form 8-K as Exhibit 4.1.
| Item 8.01 | Other Events |
The Registrant is filing Exhibits 5.1 and 8.1 in connection with the offer and sale of the Offered Notes.
| Item 9.01. | Financial Statements and Exhibits. |
| (a) | Not applicable. |
| (b) | Not applicable. |
| (c) | Not applicable. |
| (d) | Exhibits |
| EXHIBIT NO. | DOCUMENT DESCRIPTION | |
| 1.1 | Underwriting Agreement dated October 18, 2013, among First National Funding LLC, First National Bank of Omaha and J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, individually and as representatives of the several underwriters | |
| 4.1 | Series 2013-2 Indenture Supplement dated as of October 24, 2013 between First National Master Note Trust and U.S. Bank National Association, as indenture trustee | |
| 5.1 | Opinion of Kutak Rock LLP regarding the legality of the Notes | |
| 8.1 | Opinion of Kutak Rock LLP regarding certain tax matters | |
| 23.1 | Consent of Kutak Rock LLP (included in Exhibits 5.1 and 8.1) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: October 24, 2013 | FIRST NATIONAL FUNDING LLC, as Depositor | |||||
| By: | First National Funding Corporation, Managing Member | |||||
| By | /s/ Karlyn M. Knieriem | |||||
| Karlyn M. Knieriem, Senior Vice President | ||||||
EXHIBIT INDEX
| Exhibit No. | Document Description | |
| Exhibit 1.1 | Underwriting Agreement | |
| Exhibit 4.1 | 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 | |
| Exhibit 23.1 | Consent of Kutak Rock LLP (included in Exhibits 5.1 and 8.1) | |
