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): January 13, 2017
Commission File Number: 333-141703-02; 333-167413; 333-191359; 333-205455-01 | Commission File Number: 333-141703; 333-167413-02; 333-191359-02; 333-205455-02; 000-23108 | Commission File Number: 333-205455 | Commission File Number: 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 Series2007-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 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 Material Definitive Agreements |
On January 13, 2017, 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, Merrill Lynch, Pierce, Fenner & Smith Incorporated and SG Americas Securities, LLC (the “Class A(2017-1) 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(2017-1) 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 theClass A(2017-1) Underwriting Agreement is filed asExhibit 1.1 to this Current Report on Form8-K and is incorporated herein by reference.
On January 13, 2017, Discover Card Execution Note Trust, Discover Bank and Discover Funding LLC entered into a Terms Agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated and SG Americas Securities, LLC with respect to the issuance of $750,000,000 principal amount ofClass A(2017-1) DiscoverSeries Notes of Discover Card Execution Note Trust (the “Class A(2017-1) Terms Agreement”). A copy of theClass A(2017-1) Terms Agreement is filed asExhibit 1.2 to this Current Report on Form8-K and is incorporated herein by reference.
On or about January 20, 2017, Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, intend to enter into theClass A(2017-1) Terms Document. An unexecuted copy of theClass A(2017-1) Terms Document is filed asExhibit 4.1 to this Current Report on Form8-K and is incorporated herein by reference.
On or about January 20, 2017, Discover Card Execution Note Trust, Discover Funding LLC and Discover Bank intend to enter into a Risk Retention Agreement with respect to theClass A(2017-1) Notes (the “Class A(2017-1) Risk Retention Agreement”). An unexecuted copy of theClass A(2017-1) Risk Retention Agreement is filed asExhibit 4.2 to this Current Report on Form8-K and is incorporated herein by reference.
In connection with the issuance of theClass A(2017-1) Notes, the chief executive officer of Discover Funding LLC has delivered a Depositor Certification for Shelf Offerings of Asset-Backed Securities, dated as of January 13, 2017 (the “Class A(2017-1) Certification”). A copy of theClass A(2017-1) Certification is filed asExhibit 36.1 to this Current Report on Form8-K and is incorporated herein by reference.
On January 13, 2017, 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, Merrill Lynch, Pierce, Fenner & Smith Incorporated and SG Americas Securities, LLC (the “Class A(2017-2) 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(2017-2) Notes”) pursuant to 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 theClass A(2017-2) Underwriting Agreement is filed asExhibit 1.3 to this Current Report on Form8-K and is incorporated herein by reference.
On January 13, 2017, Discover Card Execution Note Trust, Discover Bank and Discover Funding LLC entered into a Terms Agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated and SG Americas Securities, LLC with respect to the issuance of $550,000,000 principal amount ofClass A(2017-2) DiscoverSeries Notes of Discover Card Execution Note Trust (the “Class A(2017-2) Terms Agreement”). A copy of theClass A(2017-2) Terms Agreement is filed asExhibit 1.4 to this Current Report on Form8-K and is incorporated herein by reference.
On or about January 20, 2017, Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, intend to enter into theClass A(2017-2) Terms Document. An unexecuted copy of theClass A(2017-2) Terms Document is filed asExhibit 4.3 to this Current Report on Form8-K and is incorporated herein by reference.
On or about January 20, 2017, Discover Card Execution Note Trust, Discover Funding LLC and Discover Bank intend to enter into a Risk Retention Agreement with respect to theClass A(2017-2) Notes (the “Class A(2017-2) Risk Retention Agreement”). An unexecuted copy of theClass A(2017-2) Risk Retention Agreement is filed asExhibit 4.4 to this Current Report on Form8-K and is incorporated herein by reference.
In connection with the issuance of theClass A(2017-2) Notes, the chief executive officer of Discover Funding LLC has delivered a Depositor Certification for Shelf Offerings of Asset-Backed Securities, dated as of January 13, 2017 (the “Class A(2017-2) Certification”). A copy of theClass A(2017-2) Certification is filed asExhibit 36.2 to this Current Report on Form8-K and is incorporated herein by reference.
Item 8.01. Other Events
In connection with the issuance of theClass A(2017-1) Notes, Mayer Brown LLP, counsel to Discover Bank and Discover Card Execution Note Trust, has delivered (i) an opinion to Discover Funding LLC (as beneficiary of Discover Card Execution Note Trust), dated January 17, 2017, regarding the legality of theClass A(2017-1) Notes upon issuance and sale thereof on or about January 20, 2017; and (ii) an opinion to Discover Funding LLC (as beneficiary of Discover Card Execution Note Trust), dated January 17, 2017, as to certain federal tax matters concerning theClass A(2017-1) Notes. A copy of the opinion as to legality is filed as Exhibit 5.1 to this Current Report on Form8-K, and a copy of the opinion as to certain federal tax matters is filed as Exhibit 8.1 to this Current Report on Form8-K.
In connection with the issuance of theClass A(2017-2) Notes, Mayer Brown LLP, counsel to Discover Bank and Discover Card Execution Note Trust, has delivered (i) an opinion to Discover Funding LLC (as beneficiary of Discover Card Execution Note Trust), dated January 17, 2017, regarding the legality of theClass A(2017-2) Notes upon issuance and sale thereof on or about January 20, 2017; and (ii) an opinion to Discover Funding LLC (as beneficiary of
Discover Card Execution Note Trust), dated January 17, 2017, as to certain federal tax matters concerning theClass A(2017-2) Notes. A copy of the opinion as to legality is filed as Exhibit 5.2 to this Current Report on Form8-K, and a copy of the opinion as to certain federal tax matters is filed as Exhibit 8.2 to this Current Report on Form8-K.
| Item 9.01 | Exhibits | |
Exhibit No. | Description | |
| Exhibit 1.1 | Underwriting Agreement, dated January 13, 2017, among Discover Card Execution Note Trust, Discover Bank, Discover Funding LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and SG Americas Securities, LLC with respect to theClass A(2017-1) DiscoverSeries Notes | |
| Exhibit 1.2 | Terms Agreement, dated January 13, 2017, among Discover Card Execution Note Trust, Discover Bank, Discover Funding LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and SG Americas Securities, LLC with respect to theClass A(2017-1) DiscoverSeries Notes, excluding Annexes | |
| Exhibit 1.3 | Underwriting Agreement, dated January 13, 2017, among Discover Card Execution Note Trust, Discover Bank, Discover Funding LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and SG Americas Securities, LLC with respect to theClass A(2017-2) DiscoverSeries Notes | |
| Exhibit 1.4 | Terms Agreement, dated January 13, 2017, among Discover Card Execution Note Trust, Discover Bank, Discover Funding LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and SG Americas Securities, LLC with respect to theClass A(2017-2) DiscoverSeries Notes, excluding Annexes | |
| Exhibit 4.1 | Form ofClass A(2017-1) Terms Document, between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee | |
| Exhibit 4.2 | Form of Risk Retention Agreement, among Discover Card Execution Note Trust, Discover Funding LLC and Discover Bank with respect to theClass A(2017-1) DiscoverSeries Notes | |
| Exhibit 4.3 | Form ofClass A(2017-2) Terms Document, between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee | |
| Exhibit 4.4 | Form of Risk Retention Agreement, among Discover Card Execution Note Trust, Discover Funding LLC and Discover Bank with respect to theClass A(2017-2) DiscoverSeries Notes | |
| Exhibit 5.1 | Opinion of Mayer Brown LLP as to the legality of theClass A(2017-1) DiscoverSeries Notes | |
| Exhibit 5.2 | Opinion of Mayer Brown LLP as to the legality of theClass A(2017-2) DiscoverSeries Notes | |
| Exhibit 8.1 | Opinion of Mayer Brown LLP as to certain federal tax matters concerning theClass A(2017-1) DiscoverSeries Notes | |
| Exhibit 8.2 | Opinion of Mayer Brown LLP as to certain federal tax matters concerning theClass A(2017-2) DiscoverSeries Notes | |
| Exhibit 36.1 | Depositor Certification for Shelf Offerings of Asset-Backed Securities, dated January 13, 2017, with respect to theClass A(2017-1) DiscoverSeries Notes | |
| Exhibit 36.2 | Depositor Certification for Shelf Offerings of Asset-Backed Securities, dated January 13, 2017, with respect to theClass A(2017-2) 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: January 17, 2017 | ||||||
| Discover Funding LLC | ||||||
| (as Depositor for Discover Card Master Trust I and Discover Card Execution Note Trust and as registrant under Commission File Number333-205455) | ||||||
| By: | /s/ Michael F. Rickert | |||||
| Michael F. Rickert | ||||||
| Vice President, Chief Financial Officer and Treasurer | ||||||
| Discover Bank | ||||||
| (as registrant under Commission File Numbers333-141703-01,333-167413-01 and333-191359-01) | ||||||
| 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 January 13, 2017, among Discover Card Execution Note Trust, Discover Bank, Discover Funding LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and SG Americas Securities, LLC with respect to theClass A(2017-1) DiscoverSeries Notes | |
| Exhibit 1.2 | Terms Agreement, dated January 13, 2017, among Discover Card Execution Note Trust, Discover Bank, Discover Funding LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and SG Americas Securities, LLC with respect to theClass A(2017-1) DiscoverSeries Notes, excluding Annexes | |
| Exhibit 1.3 | Underwriting Agreement, dated January 13, 2017, among Discover Card Execution Note Trust, Discover Bank, Discover Funding LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and SG Americas Securities, LLC with respect to theClass A(2017-2) DiscoverSeries Notes | |
| Exhibit 1.4 | Terms Agreement, dated January 13, 2017, among Discover Card Execution Note Trust, Discover Bank, Discover Funding LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and SG Americas Securities, LLC with respect to theClass A(2017-2) DiscoverSeries Notes, excluding Annexes | |
| Exhibit 4.1 | Form ofClass A(2017-1) Terms Document, between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee | |
| Exhibit 4.2 | Form of Risk Retention Agreement, among Discover Card Execution Note Trust, Discover Funding LLC and Discover Bank with respect to theClass A(2017-1) DiscoverSeries Notes | |
| Exhibit 4.3 | Form ofClass A(2017-2) Terms Document, between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee | |
| Exhibit 4.4 | Form of Risk Retention Agreement, among Discover Card Execution Note Trust, Discover Funding LLC and Discover Bank with respect to theClass A(2017-2) DiscoverSeries Notes | |
| Exhibit 5.1 | Opinion of Mayer Brown LLP as to the legality of theClass A(2017-1) DiscoverSeries Notes | |
| Exhibit 5.2 | Opinion of Mayer Brown LLP as to the legality of theClass A(2017-2) DiscoverSeries Notes | |
| Exhibit 8.1 | Opinion of Mayer Brown LLP as to certain federal tax matters concerning theClass A(2017-1) DiscoverSeries Notes | |
| Exhibit 8.2 | Opinion of Mayer Brown LLP as to certain federal tax matters concerning theClass A(2017-2) DiscoverSeries Notes | |
| Exhibit 36.1 | Depositor Certification for Shelf Offerings of Asset-Backed Securities, dated January 13, 2017, with respect to theClass A(2017-1) DiscoverSeries Notes | |
| Exhibit 36.2 | Depositor Certification for Shelf Offerings of Asset-Backed Securities, dated January 13, 2017, with respect to theClass A(2017-2) DiscoverSeries Notes | |
