Item 1.01. Entry into Material Definitive Agreements.
On October 17, 2018, First National Master Note Trust and U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”), entered into the Series2018-1 Indenture Supplement (the “Series2018-1 Indenture Supplement”), a copy of which is filed with this Form8-K as
Exhibit 4.1.
On October 17, 2018, First National Bank of Omaha, First National Funding LLC and First National Master Note Trust entered into a Risk Retention Agreement dated as of October 17, 2018, a copy of which is filed with the Form8-K as Exhibit 4.2.
Item 8.01. Other Events.
Issuance of Series2018-1 Asset Backed Notes
Reference is made to the registration statement (the “Registration Statement”) on FormS-3 (FileNo. 333- 209738) filed with the Securities and Exchange Commission on February 26, 2016 (as amended bypre-effective Amendment No. 1 filed on June 17, 2016,pre-effective Amendment No. 2 filed on July 21, 2016 andpre-effective Amendment No. 3 filed on August 12, 2016) and declared effective on August 24, 2016. On October 17, 2018 First National Master Note Trust publicly issued $300,000,000 of Class A Series2018-1 Asset Backed Notes (the “Class A Notes”) described in a Prospectus dated October 9, 2018.
On October 17, 2018 First National Master Note Trust also issued $40,385,000 of Class B Series2018-1 Asset Backed Notes (the “Class B Notes”) and $44,231,000 of Class C2018-1 Asset Backed Notes (the “Class C Notes”) to First National Bank of Omaha, a national banking association (“FNBO”) and an affiliate of First National Master Note Trust. The Class B Notes and Class C Notes were offered and sold without registration under the Securities Act of 1933, as amended (the “Act”), in reliance on the exemption set forth in Section 4(2) of the Act.
Use of Proceeds – Class A Notes
The public offering of the Class A Notes was made under the Registration Statement and was terminated on October 17, 2018 upon the sale of all of the Class A Notes. The underwriters of the Class A Notes were RBC Capital Markets, LLC, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC.
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 publicly offered and sold Class A Notes with respect to underwriting commissions and discounts was $1,050,000. After deducting the underwriting discounts described in the preceding sentence, the net offering proceeds to the Issuer before expenses for the Class A Notes are $298,950,000. Other expenses, including legal fees and other costs and expenses relating the offer of the Class A Notes, are reasonably estimated to be $480,000 and net proceeds from the sale of the Class A Notes to the Issuer, after deduction of expenses, are reasonably estimated to be $298,470,000. With respect to 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.
