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): May 31, 2017
| 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 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 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)) |
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 Rule12b-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 1.01Entry into Material Definitive Agreements
Class B(2017-1) Notes. On May 31, 2017, Discover Card Execution Note Trust entered into theClass B(2017-1) Terms Document, dated as of May 31, 2017, between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee.
Class C(2017-1) Notes. On May 31, 2017, Discover Card Execution Note Trust entered into theClass C(2017-1) Terms Document, dated as of May 31, 2017, between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee.
Item 8.01 Other Events
Unregistered Sale of Class B(2017-1) Notes and Class C(2017-1) Notes. On May 31, 2017, Discover Card Execution Note Trust sold $350,000,000 principal amount of the DiscoverSeriesClass B(2017-1) Notes and $510,000,000 principal amount of the DiscoverSeriesClass C(2017-1) Notes (collectively, the “Notes”) in reliance upon the exemption contained in Section 4(a)(2) of the Securities Act of 1933, as amended. The Notes were sold at a discount for $842,089,360, with no applicable underwriting discounts or commissions, and will not bear interest prior to their expected maturity. 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 was increased by $860,000,000. 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.
Increase in Principal Amount of Class D(2009-1) Notes. On May 31, 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 $79,890,710, resulting in an Outstanding Dollar Principal Amount of theClass D(2009-1) Notes of $1,807,295,083. 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 $79,890,710. 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.
Item 9.01Exhibit
Exhibit No. | Description | |
| 4.1 | Class B(2017-1) Terms Document, dated as of May 31, 2017, between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee. | |
| 4.2 | Class C(2017-1) Terms Document, dated as of May 31, 2017, 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.
| Date: May 31, 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 EXHIBIT
Exhibit No. | Description | |
| 4.1 | Class B(2017-1) Terms Document, dated as of May 31, 2017, between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee. | |
| 4.2 | Class C(2017-1) Terms Document, dated as of May 31, 2017, between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee. | |
