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 20, 2017
| Commission File Number: 333-141703-02; 333-167413; 333-191359; 333-205455-01 | Commission File Number: 333-167413-02; 333-191359-02; 333-205455-02; 000-23108 | Commission File Number: 333-205455 | Commission File Number: 333-167413-01; 333-191359-01; 033-54804 | |||
DISCOVER CARD (Exact name of issuing entity in respect of the notes | DISCOVER CARD (Exact name of issuing entity in respect of the Series2007-CC Collateral Certificate) | DISCOVER FUNDING LLC
(Exact name of depositor as specified in charter) | DISCOVER BANK
(Exact name of sponsor as specified in charter) | |||
Delaware (State or jurisdiction of
c/o Wilmington Trust Company (Address of principal executive offices of the issuing entity) | Delaware (State or jurisdiction of
c/o Discover Bank
(Address of principal executive offices of the issuing entity) | Delaware (State or jurisdiction of
Discover Funding LLC 12 Read’s Way
(Address of principal executive offices of the depositor) | Delaware (State or jurisdiction of
Discover Bank
(Address of principal executive offices of the sponsor) | |||
51-0020270
(IRS Employer Identification No. of the sponsor and depositor)
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 a Material Definitive Agreement |
On January 20, 2017, Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, entered into theClass A(2017-1) Terms Document. A 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 January 20, 2017, Discover Card Execution Note Trust, Discover Funding LLC and Discover Bank entered into a Risk Retention Agreement with respect to the DiscoverSeriesClass A(2017-1) Notes (the “Class A(2017-1) Risk Retention Agreement”). A 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.
On January 20, 2017, Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, entered into theClass A(2017-2) Terms Document. A 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 January 20, 2017, Discover Card Execution Note Trust, Discover Funding LLC and Discover Bank entered into a Risk Retention Agreement with respect to the DiscoverSeriesClass A(2017-2) Notes (the “Class A(2017-2) Risk Retention Agreement”). A 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.
| Item 8.01 | Other Events |
Issuance of Class A(2017-1) Notes. On January 20, 2017, Discover Card Execution Note Trust issued $750,000,000 principal amount of DiscoverSeriesClass 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, each between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association as Indenture Trustee, and theClass A(2017-1) Terms Document, dated as of January 20, 2017, between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee.
Use of Proceeds — Class A(2017-1) Notes. The public offering of DiscoverSeriesClass A(2017-1) Notes was made under the registration statement on FormSF-3 (File Nos.333-205455,333-205455-01,333-205455-02) filed with the Securities and Exchange Commission on June 30, 2015 (as amended bypre-effective amendment no. 1 on September 10, 2015,pre-effective amendment no. 2 on November 20, 2015 andpre-effective amendment no. 3 on December 9, 2015 and declared effective on December 21, 2015) (collectively, the “Registration Statement”).
The public offering of the DiscoverSeriesClass A(2017-1) Notes was terminated on January 20, 2017 upon the sale of all of the DiscoverSeriesClass A(2017-1) Notes. The underwriters of the DiscoverSeriesClass A(2017-1) Notes were Merrill Lynch, Pierce, Fenner & Smith Incorporated, SG Americas Securities, LLC, Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., MUFG Securities Americas Inc. and RBC Capital Markets, LLC. The price to the public of the DiscoverSeriesClass A(2017-1) Notes was $750,000,000 (or 100.00000%).
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 DiscoverSeriesClass A(2017-1) Notes with respect to underwriting commissions and discounts was
$2,062,500. After deducting the underwriting commission and discount described in the preceding sentence, the net offering proceeds of Discover Card Execution Note Trust before expenses for the DiscoverSeriesClass A(2017-1) Notes are $747,937,500. Other expenses, including legal fees and other costs and expenses, are reasonably estimated to be $910,000 and net proceeds of Discover Card Execution Note Trust, after deduction of expenses, are reasonably estimated to be $747,027,500 total proceeds. 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 Discover Card Execution Note Trust or (b) owners of 10 percent or more of any class of securities of Discover Card Execution Note Trust.
The net proceeds of Discover Card Execution Note Trust, after deducting the underwriting commissions and discounts, and expenses above, were paid to Discover Bank in exchange for an increase in the investor interest in receivables represented by the collateral certificate. Discover Bank will add those proceeds to its general funds. Except as provided in the previous sentence, none of the proceeds were used for payments to (a) directors or officers of Discover Card Execution Note Trust or (b) owners of 10 percent or more of any class of securities of Discover Card Execution Note Trust.
Issuance of Class A(2017-2) Notes. On January 20, 2017, Discover Card Execution Note Trust issued $550,000,000 principal amount of DiscoverSeriesClass A(2017-2) 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, each between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association as Indenture Trustee, and theClass A(2017-2) Terms Document, dated as of January 20, 2017, between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee.
Use of Proceeds — Class A(2017-2) Notes. The public offering of DiscoverSeriesClass A(2017-2) Notes was made under the Registration Statement.
The public offering of the DiscoverSeriesClass A(2017-2) Notes was terminated on January 20, 2017 upon the sale of all of the DiscoverSeriesClass A(2017-2) Notes. The underwriters of the DiscoverSeriesClass A(2017-2) Notes were Merrill Lynch, Pierce, Fenner & Smith Incorporated, SG Americas Securities, LLC, Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., MUFG Securities Americas Inc. and RBC Capital Markets, LLC. The price to the public of the DiscoverSeriesClass A(2017-2) Notes was $549,742,765 (or 99.95323%).
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 DiscoverSeriesClass A(2017-2) Notes with respect to underwriting commissions and discounts was $1,650,000. After deducting the underwriting commission and discount described in the preceding sentence, the net offering proceeds of Discover Card Execution Note Trust before expenses for the DiscoverSeriesClass A(2017-2) Notes are $548,092,765. Other expenses, including legal fees and other costs and expenses, are reasonably estimated to be $830,000 and net proceeds of Discover Card Execution Note Trust, after deduction of expenses, are reasonably estimated to be $547,262,765 total proceeds. 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 Discover Card Execution Note Trust or (b) owners of 10 percent or more of any class of securities of Discover Card Execution Note Trust.
The net proceeds of Discover Card Execution Note Trust, after deducting the underwriting commissions and discounts, and expenses above, were paid to Discover Bank in exchange for an increase in the investor interest in receivables represented by the collateral certificate. Discover Bank will add
those proceeds to its general funds. Except as provided in the previous sentence, none of the proceeds were used for payments to (a) directors or officers of Discover Card Execution Note Trust or (b) owners of 10 percent or more of any class of securities of Discover Card Execution Note Trust.
Increase in Principal Amount of Class D(2009-1) Notes. On January 20, 2017, Discover Bank, pursuant to Section 2.03 of the Amended and Restated Note Purchase Agreement (the “Note Purchase Agreement”), dated as of January 1, 2016, among Discover Card Execution Note Trust, as Issuer, Discover Bank, as Sponsor, Discover Funding LLC, as Transferor, and the purchasers named therein and Section 2.06 of theClass D(2009-1) Terms Document, dated as of July 2, 2009, by and between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, increased the Outstanding Dollar Principal Amount of theClass D(2009-1) Notes. The increase in the Outstanding Dollar Principal Amount of theClass D(2009-1) Notes was in the amount of $120,765,027, resulting in an Outstanding Dollar Principal Amount of theClass D(2009-1) Notes of $1,889,972,679. TheClass D(2009-1) Notes were sold to purchasers in reliance upon the exemption contained in Section 4(a)(2) of the Securities Act of 1933, as amended. The Notes were sold at par value for cash, with no applicable underwriting discounts or commissions. In connection with this increase, the investor interest in receivables represented by the collateral certificate issued by the Discover Card Master Trust I that secures the DiscoverSeries Notes was increased by $120,765,027. Discover Card Execution Note Trust paid 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.
Extension of Expected Maturity Date and Legal Maturity Date of Class D(2009-1) Notes. On January 20, 2017, Discover Bank, as Calculation Agent on behalf of Discover Card Execution Note Trust, extended the expected maturity date of theClass D(2009-1) Notes to January 18, 2022 and extended the legal maturity date of theClass D(2009-1) Notes to July 15, 2024.
| Item 9.01 | Exhibits |
| Exhibit 4.1 | Class 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 | Risk Retention Agreement among Discover Card Execution Note Trust, Discover Funding LLC and Discover Bank with respect to the DiscoverSeriesClass A(2017-1) Notes. | |
| Exhibit 4.3 | Class 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 | Risk Retention Agreement among Discover Card Execution Note Trust, Discover Funding LLC and Discover Bank with respect to the DiscoverSeriesClass A(2017-2) 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 23, 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 Numbers 333- 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 4.1 | Class 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 | Risk Retention Agreement among Discover Card Execution Note Trust, Discover Funding LLC and Discover Bank with respect to the DiscoverSeriesClass A(2017-1) Notes. | |
| Exhibit 4.3 | Class 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 | Risk Retention Agreement among Discover Card Execution Note Trust, Discover Funding LLC and Discover Bank with respect to the DiscoverSeriesClass A(2017-2) Notes. | |
