Discover Card Execution Note Trust 8-K Entry into a Material Definitive Agreement

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): July 23, 2019

Commission File Number: 333-141703-02; 333-167413; 333-191359; 333-205455-01; 333-228025-02	Commission File Number: 333-141703; 333-167413-02; 333-191359-02; 333-205455-02; 333-228025-01; 000-23108	Commission File Number: 333-205455; 333-228025	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

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

On July 23, 2019, 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, MUFG Securities Americas Inc., RBC Capital Markets, LLC and Wells Fargo Securities, LLC (the “Class A(2019-2) 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(2019-2) 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 theClass A(2019-2) Underwriting Agreement is filed asExhibit 1.1 to this Current Report on Form8-K and is incorporated herein by reference.

On July 23, 2019, Discover Card Execution Note Trust, Discover Bank and Discover Funding LLC entered into a Terms Agreement with MUFG Securities Americas Inc., RBC Capital Markets, LLC and Wells Fargo Securities, LLC with respect to the issuance of $800,000,000 principal amount ofClass A(2019-2) DiscoverSeries Notes of Discover Card Execution Note Trust (the “Class A(2019-2) Terms Agreement”). A copy of theClass A(2019-2) Terms Agreement is filed asExhibit 1.2 to this Current Report on Form8-K and is incorporated herein by reference.

On or about July 30, 2019, Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, intend to enter into theClass A(2019-2) Terms Document. An unexecuted copy of theClass A(2019-2) Terms Document is filed asExhibit 4.1 to this Current Report on Form8-K and is incorporated herein by reference.

On or about July 30, 2019, Discover Card Execution Note Trust, Discover Funding LLC and Discover Bank intend to enter into a Risk Retention Agreement with respect to theClass A(2019-2) Notes (the “Class A(2019-2) Risk Retention Agreement”). An unexecuted copy of theClass A(2019-2) 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(2019-2) Notes, the chief executive officer of Discover Funding LLC has delivered a Depositor Certification for Shelf Offerings of Asset-Backed Securities, dated as of July 23, 2019 (the “Class A(2019-2) Certification”). A copy of theClass A(2019-2) Certification is filed asExhibit 36.1 to this Current Report on Form8-K and is incorporated herein by reference.

Item 8.01Other Events

In connection with the issuance of theClass A(2019-2) 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 July 24, 2019, regarding the legality of theClass A(2019-2) Notes upon issuance and sale thereof on or

about July 30, 2019; and (ii) an opinion to Discover Funding LLC (as beneficiary of Discover Card Execution Note Trust), dated July 24, 2019, as to certain federal tax matters concerning theClass A(2019-2) 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.

Item 9.01	Exhibits
Exhibit No.	Description
Exhibit   1.1	Underwriting Agreement, dated July 23, 2019, among Discover Card Execution Note Trust, Discover Bank, Discover Funding LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC and Wells Fargo Securities, LLC with respect to theClass A(2019-2) DiscoverSeries Notes
Exhibit   1.2	Terms Agreement, dated July 23, 2019, among Discover Card Execution Note Trust, Discover Bank, Discover Funding LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC and Wells Fargo Securities, LLC with respect to theClass A(2019-2) DiscoverSeries Notes, excluding Annexes
Exhibit   4.1	Form ofClass A(2019-2) 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(2019-2) DiscoverSeries Notes
Exhibit   5.1	Opinion of Mayer Brown LLP as to the legality of theClass A(2019-2) DiscoverSeries Notes
Exhibit   8.1	Opinion of Mayer Brown LLP as to certain federal tax matters concerning theClass A(2019-2) DiscoverSeries Notes
Exhibit 36.1	Depositor Certification for Shelf Offerings of Asset-Backed Securities, dated July 23, 2019, with respect to theClass A(2019-2) 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: July 24, 2019

Discover Funding LLC (as Depositor for Discover Card Master Trust I and Discover Card Execution Note Trust and as registrant under Commission File Number333-228025)
By:	/s/ Patricia S. Hall
	Patricia S. Hall 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/ Patricia S. Hall
	Patricia S. Hall Vice President, Chief Financial Officer and Assistant Treasurer