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): April 18, 2017
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
(State of Incorporation)
| | |
| 333-209738,333-209738-01 | | 02-0598125 (First National Funding LLC) |
(Commission File Number for Registrant and Issuing Entity, respectively) | | (IRS Employer Identification No.) |
| |
| 1620 Dodge Street Stop Code 3271, 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 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 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)) |
| Item 1.01. | Entry into a Material Definitive Agreement. |
First National Funding LLC (“Funding”) entered into an Underwriting Agreement, dated April 18, 2017 (“Underwriting Agreement”), among Funding, First National Bank of Omaha, Wells Fargo Securities, LLC and RBC Capital Markets, LLC relating to the Class A Series2017-1 Asset Backed Notes (the “Offered Notes”), a copy of which is filed with this Form8-K as Exhibit 1.1, issued by First National Master Note Trust (the “Issuer”) described in the related Prospectus dated April 18, 2017.
In order to facilitate the issuance of the Offered Notes (and certain retained notes), Funding will cause the Issuer to enter into a Series2017-1 Indenture Supplement (the “Indenture Supplement”), to be dated on or about April 25, 2017, by and between the Issuer and U.S. Bank National Association (the “Indenture Trustee”), pursuant to the Second Amended and Restated Master Indenture, by and between the Issuer and the Indenture Trustee, dated as of September 23, 2016,. A copy of the form of Indenture Supplement that the Issuer intends to execute is filed with this Form8-K as Exhibit 4.1.
In order to facilitate the issuance of the Offered Notes (and certain retained notes), First National Bank of Omaha, First National Funding LLC and First National Master Note Trust will enter into a Risk Retention Agreement to be dated on or about April 25, 2017. A copy of the form of Risk Retention Agreement that they intend to execute is filed with this Form 8-K as Exhibit 4.2.
In connection with the issuance of the Offered Notes, the chief executive officer of Funding has made the certifications required by Paragraph I.B.1(a) of FormSF-3. Such certifications are being filed with this Form8-K as Exhibit 36.1 in order to satisfy the requirements of Item 601(b)(36) of RegulationS-K.
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. |
| | |
EXHIBIT
NO. | | DOCUMENT DESCRIPTION |
| |
| 1.1 | | Underwriting Agreement dated April 18, 2017, among First National Funding LLC, First National Bank of Omaha, Wells Fargo Securities, LLC and RBC Capital Markets, LLC, individually and as representatives of the several underwriters |
| |
| 4.1 | | Form of Indenture Supplement, to be dated on or about April 25, 2017 |
| |
| 4.2 | | Form of Risk Retention Agreement, to be dated on or about April 25, 2017 |
| |
| 5.1 | | Opinion of Kutak Rock LLP regarding the legality of the Notes |
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| 8.1 | | Opinion of Kutak Rock LLP regarding certain tax matters |
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| 23.1 | | Consent of Kutak Rock LLP (included in Exhibits 5.1 and 8.1) |
| |
| 36.1 | | Depositor Certification, dated April 18, 2017, for shelf offerings of asset-backed securities |
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: April 19, 2017 | | FIRST NATIONAL FUNDING LLC, as Depositor |
| | |
| | By: | | First National Funding Corporation, Managing Member |
| | |
| | By | | /s/ Lori L. Niemeyer |
| | | | Lori L. Niemeyer, Senior Vice President |
EXHIBIT INDEX
| | |
Exhibit No. | | Document Description |
| |
| Exhibit 1.1 | | Underwriting Agreement |
| |
| Exhibit 4.1 | | Form of Indenture Supplement, to be dated on or about April 25, 2017 |
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| Exhibit 4.2 | | Form of Risk Retention Agreement, to be dated on or about April 25, 2017 |
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| Exhibit 5.1 | | Opinion of Kutak Rock LLP with respect to legality |
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| Exhibit 8.1 | | Opinion of Kutak Rock LLP with respect to tax matters |
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| Exhibit 23.1 | | Consent of Kutak Rock LLP (included in Exhibits 5.1 and 8.1) |
| |
| Exhibit 36.1 | | Depositor Certification, dated April 18, 2017, for shelf offerings of asset-backed securities |
