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): March 24, 2010
Discover Card Execution Note Trust
(Exact name of issuing entity in respect of the notes as specified in charter)
Discover Card Master Trust I
(Exact name of issuing entity in respect of the Series 2007-CC Collateral Certificate as specified in charter)
Discover Bank
(Exact name of sponsor and depositor as specified in charter)
| Delaware | 333-141703-02 000-23108 033-54804 | 51-0020270 | ||
| (State of Organization) | (Commission File Numbers) | (IRS Employer Identification No.) | ||
| c/o Discover Bank | ||||
| 12 Read’s Way | ||||
| New Castle, Delaware | 19720 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s Telephone Number, including area code: (302) 323-7315
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 Agreement |
Class A(2010-A) Terms Document. On March 25, 2010, Discover Card Execution Note Trust entered into the Class A(2010-A) Terms Document, dated as of March 25, 2010, 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 A(2010-A) Notes. On March 25, 2010, Discover Card Execution Note Trust sold the DiscoverSeries Class A(2010-A) Notes (the “Notes”) in reliance upon the exemption contained in Section 4(2) of the Securities Act of 1933, as amended. The initial principal amount of the Notes was $250,000,000, which amount may be increased from time to time, up to a maximum principal amount of $1,250,000,000. The Notes will be sold at par value for cash, with no applicable underwriting discounts or commissions. The Notes have an expected maturity date of April 15, 2013, which may be extended from time to time. Interest to be paid on the Notes will be a floating rate which will generally be related to the pass-through costs of the purchaser’s commercial paper program, plus a margin, but may be based on a liquidity rate, LIBOR or the prime rate in limited circumstances. 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 $250,000,000 and will be increased to the outstanding principal amount of the Notes any time there is an increase in the principal amount of the Notes. Discover Card Execution Note Trust will pay 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 March 24, 2010, Discover Bank, pursuant to Section 2.03 of the Note Purchase Agreement (the “Note Purchase Agreement”), dated as of July 2, 2009, among Discover Card Execution Note Trust, as Issuer, Discover Bank, as Depositor, and the purchasers named therein and Section 2.06 of the Class 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 the Class D(2009-1) Notes. The increase in the Outstanding Dollar Principal Amount of the Class D(2009-1) Notes was in the amount of $29,329,609, resulting in an Outstanding Dollar Principal Amount of the Class D(2009-1) Notes of $1,248,854,749. The Class D(2009-1) Notes were sold to purchasers in reliance upon the exemption contained in Section 4(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 $29,329,609. 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 Series Investor Interest of Series 2009-SD Certificates. On March 24, 2010 and March 25, 2010, Discover Bank, pursuant to Section 2.03 of the Certificate Purchase Agreement (the “Certificate Purchase Agreement”), dated as of September 23, 2009, among
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Discover Bank, as Master Servicer, Servicer, and Seller, and the purchasers named therein and Section 31 of the Series Supplement, dated as of September 23, 2009, as amended by the First Amendment to Series 2009-SD Supplement, dated as of January 13, 2010, by and between Discover Bank, as Master Servicer, Servicer, and Seller, and U.S. Bank National Association, as Trustee, increased the Series Investor Interest of the Series 2009-SD Certificates. The total increase in the Series Investor Interest of the Series 2009-SD Certificates was in the amount of $5,586,592, which resulted in a Series Investor Interest of the Series 2009-SD Certificates of $442,302,316. The Series 2009-SD Certificates were sold to purchasers in reliance upon the exemption contained in Section 4(2) of the Securities Act of 1933, as amended. The Certificates were sold at par value for cash, with no applicable underwriting discounts or commissions.
| Item 9.01 | Exhibit |
Exhibit No. | Description | Page | ||
| 4.1 | Class A(2010-A) Terms Document, dated as of March 25, 2010, between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, excluding Exhibits. |
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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.
Discover Bank (as Depositor for Discover Card Master Trust I and Discover Card Execution Note Trust) | ||||
| Date: March 25, 2010 | By: | /s/ Michael F. Rickert | ||
| Michael F. Rickert | ||||
| Vice President, Chief Financial Officer and Treasurer | ||||
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INDEX TO EXHIBIT
Exhibit No. | Description | Page | ||
| 4.1 | Class A(2010-A) Terms Document, dated as of March 25, 2010, between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, excluding Exhibits. |
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