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): July 16, 2024
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
Central Index Key Number of Depositor/Registrant:
0001283434
AMERICAN EXPRESS
RECEIVABLES FINANCING
CORPORATION III LLC
(Exact Name of Depositor/Registrant
as Specified in its Charter)
Delaware | 20-0942395 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
115 W Towne Ridge Pkwy, Room 454
Sandy, Utah 84070
(385) 308-6059
(Address, Including Zip Code, and Telephone Number, Including Area Code, of the Registrant’s Principal Executive Office)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Central Index Key Number of Sponsor:
0000949348
AMERICAN EXPRESS NATIONAL BANK
(Exact Name of Sponsor as Specified in its Charter)
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(b) 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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
N/A | N/A | N/A |
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 Rule 12b-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. ☐
Item 8.01. | Other Events. |
On July 16, 2024, American Express Receivables Financing Corporation III LLC (the “Transferor”), American Express National Bank (“AENB”), and American Express Travel Related Services Company, Inc. (“TRS”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., BofA Securities, Inc., Mizuho Securities USA LLC and RBC Capital Markets, LLC, as representatives of the several underwriters (collectively, the “Representatives”), with respect to the issuance and sale of Class A 4.65% Asset Backed Certificates, Series 2024-3 (the “Class A Certificates”), expected to be issued by the American Express Credit Account Master Trust (the “Trust”) on or about July 23, 2024 (the “Closing Date”). The Underwriting Agreement is attached hereto as Exhibit 1.1.
The Trust is also expected to issue Class B 5.08% Asset Backed Certificates, Series 2024-3 (the “Class B Certificates” and, together with the Class A Certificates, the “Certificates”) on the Closing Date, which will be purchased directly by the Transferor or an affiliate of the Transferor.
On the Closing Date, the Trust will supplement its Fourth Amended and Restated Pooling and Servicing Agreement, dated as of April 1, 2018, as amended from time to time (the “Pooling and Servicing Agreement”), with its Series 2024-3 Supplement, to be dated as of the Closing Date (the “Series 2024-3 Supplement”). An unexecuted copy of the Series 2024-3 Supplement is attached hereto as Exhibit 4.1.
In connection with the offering of the Class A Certificates, the chief executive officer of the Transferor has made the certifications required by Paragraph I.B.1(a) of Form SF-3, attached hereto as Exhibit 36.1. The certifications are being filed as an exhibit to this Report to satisfy the requirements of Item 601(b)(36) of Regulation S-K.
Copies of the opinions of Orrick, Herrington & Sutcliffe LLP with respect to legality of the Class A Certificates and certain federal tax matters, together with related consents of Orrick, Herrington & Sutcliffe LLP to the incorporation by reference of such opinions as exhibits to the Registration Statement, are attached hereto as Exhibits 5.1, 8.1, 23.1 and 23.2.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits:
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.
American Express Receivables Financing Corporation III LLC, | ||
as Depositor of the Trust | ||
By: | /s/ Chen Wang | |
Name: | Chen Wang | |
Title: | President |
Date: July 17, 2024