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): June 19, 2015
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Commission File Number: 333-141703-02 | | Commission File Number: 000-23108 | | Commission File Number: 033-54804 |
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DISCOVER CARD EXECUTION NOTE TRUST | | DISCOVER CARD MASTER TRUST I | | DISCOVER BANK |
(Exact name of issuing entity in respect of the notes as specified in charter) | | (Exact name of issuing entity in respect of the Series 2007-CC Collateral Certificate) | | Exact name of sponsor and depositor as specified in charter) |
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Delaware | | Delaware | | Delaware |
(State or jurisdiction of incorporation or organization of the issuing entity) | | (State or jurisdiction of incorporation or organization of the issuing entity) | | (State or jurisdiction of incorporation or organization of the issuing entity) |
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c/o Wilmington Trust Company Rodney Square North 1100 North Market Street Wilmington, Delaware 19890-0001 | | c/o Discover Bank 12 Read’s Way New Castle, Delaware 19720 | | 12 Read’s Way New Castle, Delaware 19720 |
(Address of principal executive offices of the issuing entity) | | (Address of principal executive offices of the issuing entity) | | (Address of principal executive offices of the issuing entity) |
51-0020270
(IRS Employer Identification No. of the sponsor and depositor)
(302) 323-7315
(Telephone, including area code)
Former name or former address, if changed since last report: Not Applicable
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 |
On June 19, 2015, Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, entered into the Class A(2015-A) Terms Document. A copy of the Class A(2015-A) Terms Document is filed asExhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Unregistered Sale of Class A(2015-A) Notes. On June 19, 2015, Discover Card Execution Note Trust sold the DiscoverSeries Class A(2015-A) Notes (the “Notes”) in reliance upon the exemption contained in Section 4(2) of the Securities Act of 1933, as amended. The initial principal amount of the Notes was $0, which amount may be increased from time to time, up to a maximum principal amount of $1,000,000,000. The Notes will be sold at par value for cash, with no applicable underwriting discounts or commissions. The Notes have an expected maturity date of April 16, 2018, which may be extended from time to time. Interest to be paid on the Notes will be a floating rate which will generally be related to the pass-through costs of the purchaser’s commercial paper program, plus a margin, but may be based on LIBOR, the federal funds effective rate or the prime rate. In connection with this issuance, the investor interest in receivables represented by the collateral certificate issued by the Discover Card Master Trust I that secures the DiscoverSeries Notes will be increased to the outstanding principal amount of the Notes any time there is an increase in the principal amount of the Notes. Discover Card Execution Note Trust will pay the net proceeds from the issuance to Discover Bank in exchange for the increase in the investor interest in receivables represented by the collateral certificate. In connection with the issuance of the Notes, the DiscoverSeries Class A(2010-A) Notes were cancelled.
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Exhibit 4.1 | | Class A(2015-A) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| | | | Discover Bank (as Depositor for Discover Card Master Trust I and Discover Card Execution Note Trust) |
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Date: June 22, 2015 | | | | By: | | /s/ Michael F. Rickert |
| | | | | | Michael F. Rickert |
| | | | | | Vice President, Chief Financial Officer and Assistant Treasurer |
INDEX TO EXHIBITS
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Exhibit No. | | Description |
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Exhibit 4.1 | | Class A(2015-A) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee. |