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): April 13, 2016
| Commission File Number: | Commission File Number: | Commission File Number: | Commission File Number: | |||
333-141703-02; 333-167413; 333-191359; 333-205455-01 | 333-141703; 333-167413-02; 333-191359-02; 333-205455-02; 000-23108 | 333-205455 | 333-141703-01; 333-167413-01; 333-191359-01; 033-54804 | |||
DISCOVER CARD EXECUTION NOTE TRUST | DISCOVER CARD MASTER TRUST I | DISCOVER FUNDING LLC | 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 depositor as specified in charter) | (Exact name of sponsor as specified in charter) | |||
| Delaware | 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 depositor) | (State or jurisdiction of incorporation or organization of the sponsor) | |||
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 | Discover Funding LLC 12 Read’s Way New Castle, Delaware 19720 | Discover Bank 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 depositor) | (Address of principal executive offices of the sponsor) | |||
51-0020270
(IRS Employer Identification No. of the sponsor)
47-4047337
(IRS Employer Identification No. of the 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 Material Definitive Agreements |
On April 13, 2016, Discover Card Execution Note Trust, Discover Bank and Discover Funding LLC entered into an Underwriting Agreement by and among Discover Card Execution Note Trust, Discover Bank, Discover Funding LLC, Citigroup Global Markets Inc. and Barclays Capital Inc. (the “Class A(2016-2) Underwriting Agreement”), with respect to notes to be issued by Discover Card Execution Note Trust in one or more series, classes and tranches (the “Class A(2016-2) Notes”) pursuant to the Amended and Restated Indenture, dated as of December 22, 2015, as supplemented by the Second Amended and Restated Indenture Supplement, dated as of December 22, 2015 (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”), and a Terms Document having the date stated in the applicable Terms Agreement, between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee. A copy of the Class A(2016-2) Underwriting Agreement is filed asExhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On April 13, 2016, Discover Card Execution Note Trust, Discover Bank, and Discover Funding LLC entered into a Terms Agreement with Citigroup Global Markets Inc. and Barclays Capital Inc., with respect to the issuance of $550,000,000 principal amount of Class A(2016-2) DiscoverSeries Notes of Discover Card Execution Note Trust (the “Class A(2016-2) Terms Agreement”). A copy of the Class A(2016-2) Terms Agreement is filed asExhibit 1.2 to this Current Report on Form 8-K and is incorporated herein by reference.
On April 19, 2016, Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, intend to enter into the Class A(2016-2) Terms Document. An unexecuted copy of the Class A(2016-2) Terms Document is filed asExhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
In connection with the issuance of the Class A(2016-2) Notes, the chief executive officer of Discover Funding LLC has delivered a Depositor Certification for Shelf Offerings of Asset-Backed Securities, dated as of April 13, 2016 (the “Class A(2016-2) Certification”). A copy of the Class A(2016-2) Certification is filed asExhibit 36.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On April 13, 2016, Discover Card Execution Note Trust, Discover Bank and Discover Funding LLC entered into an Underwriting Agreement by and among Discover Card Execution Note Trust, Discover Bank, Discover Funding LLC, Citigroup Global Markets Inc. and Barclays Capital Inc. (the “Class A(2016-3) Underwriting Agreement”), with respect to notes to be issued by Discover Card Execution Note Trust in one or more series, classes and tranches (the “Class A(2016-3) Notes”) pursuant to the Indenture and a Terms Document having the date stated in the applicable Terms Agreement. A copy of the Class A(2016-3) Underwriting Agreement is filed asExhibit 1.3 to this Current Report on Form 8-K and is incorporated herein by reference.
On April 13, 2016, Discover Card Execution Note Trust, Discover Bank, and Discover Funding LLC entered into a Terms Agreement with Citigroup Global Markets Inc. and Barclays Capital Inc., with respect to the issuance of $300,000,000 principal amount of Class A(2016-3) DiscoverSeries Notes of Discover Card Execution Note Trust (the “Class A(2016-3) Terms Agreement”). A copy of the Class A(2016-3) Terms Agreement is filed asExhibit 1.4 to this Current Report on Form 8-K and is incorporated herein by reference.
On April 19, 2016, Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, intend to enter into the Class A(2016-3) Terms Document. An unexecuted copy of the Class A(2016-3) Terms Document is filed asExhibit 4.2 to this Current Report on Form 8-K and is incorporated herein by reference.
In connection with the issuance of the Class A(2016-3) Notes, the chief executive officer of Discover Funding LLC has delivered a Depositor Certification for Shelf Offerings of Asset-Backed Securities, dated as of April 13, 2016 (the “Class A(2016-3) Certification”). A copy of the Class A(2016-3) Certification is filed asExhibit 36.2 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Exhibits |
Exhibit No. | Description | |
| Exhibit 1.1 | Underwriting Agreement, dated April 13, 2016, among Discover Card Execution Note Trust, Discover Bank, Discover Funding LLC, Citigroup Global Markets Inc. and Barclays Capital Inc., with respect to the Class A(2016-2) DiscoverSeries Notes | |
| Exhibit 1.2 | Terms Agreement, dated April 13, 2016, among Discover Card Execution Note Trust, Discover Bank, Discover Funding LLC, Citigroup Global Markets Inc. and Barclays Capital Inc., with respect to the Class A(2016-2) DiscoverSeries Notes, excluding Annexes | |
| Exhibit 1.3 | Underwriting Agreement, dated April 13, 2016, among Discover Card Execution Note Trust, Discover Bank, Discover Funding LLC, Citigroup Global Markets Inc. and Barclays Capital Inc., with respect to the Class A(2016-3) DiscoverSeries Notes | |
| Exhibit 1.4 | Terms Agreement, dated April 13, 2016, among Discover Card Execution Note Trust, Discover Bank, Discover Funding LLC, Citigroup Global Markets Inc. and Barclays Capital Inc., with respect to the Class A(2016-3) DiscoverSeries Notes, excluding Annexes | |
| Exhibit 4.1 | Class A(2016-2) Terms Document, between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee | |
| Exhibit 4.2 | Class A(2016-3) Terms Document, between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee | |
| Exhibit 36.1 | Depositor Certification for Shelf Offerings of Asset-Backed Securities, dated April 13, 2016, with respect to the Class A(2016-2) DiscoverSeries Notes | |
| Exhibit 36.2 | Depositor Certification for Shelf Offerings of Asset-Backed Securities, dated April 13, 2016, with respect to the Class A(2016-3) DiscoverSeries Notes | |
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.
Date: April 14, 2016
| Discover Funding LLC | ||
(as Depositor for Discover Card Master Trust I and Discover Card Execution Note Trust and as registrant under Commission File Number 333-205455) | ||
| By: | /s/ Michael F. Rickert | |
Michael F. Rickert Vice President, Chief Financial Officer and Treasurer | ||
| Discover Bank | ||
(as registrant under Commission File Numbers 333-141703-01, 333-167413-01 and 333-191359-01) | ||
| By: | /s/ Michael F. Rickert | |
Michael F. Rickert Vice President, Chief Financial Officer and Assistant Treasurer |
INDEX TO EXHIBITS
Exhibit No. | Description | |
| Exhibit 1.1 | Underwriting Agreement, dated April 13, 2016, among Discover Card Execution Note Trust, Discover Bank, Discover Funding LLC, Citigroup Global Markets Inc. and Barclays Capital Inc., with respect to the Class A(2016-2) DiscoverSeries Notes | |
| Exhibit 1.2 | Terms Agreement, dated April 13, 2016, among Discover Card Execution Note Trust, Discover Bank, Discover Funding LLC, Citigroup Global Markets Inc. and Barclays Capital Inc., with respect to the Class A(2016-2) DiscoverSeries Notes, excluding Annexes | |
| Exhibit 1.3 | Underwriting Agreement, dated April 13, 2016, among Discover Card Execution Note Trust, Discover Bank, Discover Funding LLC, Citigroup Global Markets Inc. and Barclays Capital Inc., with respect to the ClassA(2016-3) DiscoverSeries Notes | |
| Exhibit 1.4 | Terms Agreement, dated April 13, 2016, among Discover Card Execution Note Trust, Discover Bank, Discover Funding LLC, Citigroup Global Markets Inc. and Barclays Capital Inc., with respect to the Class A(2016-3) DiscoverSeries Notes, excluding Annexes | |
| Exhibit 4.1 | Class A(2016-2) Terms Document, between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee | |
| Exhibit 4.2 | Class A(2016-3) Terms Document, between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee | |
| Exhibit 36.1 | Depositor Certification for Shelf Offerings of Asset-Backed Securities, dated April 13, 2016, with respect to the Class A(2016-2) DiscoverSeries Notes | |
| Exhibit 36.2 | Depositor Certification for Shelf Offerings of Asset-Backed Securities, dated April 13, 2016, with respect to the Class A(2016-3) DiscoverSeries Notes | |
