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) October 1, 2022
Commission File Number of Issuing Entity: 333-75276 | Commission File Number of Issuing Entity: | 000-25762 | ||
Central Index Key Number of Issuing Entity: 0001163321 | Central Index Key Number of Issuing Entity: | 0000922869 | ||
CAPITAL ONE MULTI-ASSET EXECUTION TRUST | CAPITAL ONE MASTER TRUST | |||
(Exact name of issuing entity as specified in its charter) | (Exact name of issuing entity as specified in its charter) | |||
(Issuing Entity of the Notes) | (Issuing Entity of the Collateral Certificate) |
Central Index Key Number of Depositor: 0001162387
CAPITAL ONE FUNDING, LLC
(Exact name of Depositor as specified in its charter)
Central Index Key Number of Sponsor: 0000047288
CAPITAL ONE, NATIONAL ASSOCIATION
(Successor to Capital One Bank (USA), National Association)
(Exact name of sponsor as specified in its charter)
Virginia | 333-75276-01 | 54-2058720 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
1600 Capital One Drive Room 27907-A McLean, Virginia | 22102 | |||
(Address of Principal Executive Office) | (Zip Code) |
Registrant’s telephone number, including area code (804) 284-2500
(Former name or address, if changed since last report)
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 (see General Instruction A.2. below):
[ ] Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-22 under the Exchange Act (17 CFR 240.14a-22)
[ ] 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))
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 Rule 12b-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. ☐
Section 6 – Asset Backed Securities
Item 6.02 – Change of Servicer.
As discussed below under “Item 8.01. Other Events,” upon the merger of Capital One Bank (USA), National Association (“COBNA”) with and into Capital One, National Association (“CONA”), with CONA as the surviving entity, CONA assumed all rights, duties and obligations of COBNA in any capacity relating to the Capital One Master Trust (“COMT”) and the Capital One Multi-asset Execution Trust (“COMET”), including responsibility for originating credit card accounts and servicing the credit card receivables held by COMT.
CONA is a national banking association, and a wholly-owned direct subsidiary of Capital One Financial Corporation (the “Corporation”), a bank holding company incorporated in Delaware on July 21, 1994. CONA’s principal executive offices are located at 1680 Capital One Drive, McLean, Virginia, 22102. CONA offers a broad spectrum of financial products and services to consumers, small businesses and commercial clients. CONA is a member of the Federal Reserve System, and its deposits are insured up to the applicable limits by the Federal Deposit Insurance Corporation.
The Corporation is a diversified financial services holding company with assets totaling approximately $440 billion as of June 30, 2022. The Corporation and its subsidiaries offer a broad array of financial products and services to consumers, small businesses and commercial clients.
COBNA (or its affiliates) had been the servicer for COMT and had been servicing the credit card receivables in COMT since before November 22, 1994 (when it operated as a division of Signet Bank/Virginia, a wholly owned subsidiary of Signet Banking Corporation).
Pursuant to a pooling agreement, the servicer is responsible for servicing, collecting, enforcing and administering the receivables in accordance with its customary and usual procedures for servicing receivables comparable to the receivables and the lending guidelines.
Servicing activities to be performed by the servicer include: collecting and recording payments, communicating with accountholders, investigating payment delinquencies, card embossing, evaluating the increase of credit limits, providing billing and tax records to accountholders and maintaining internal records for each account. Managerial and custodial services performed by the servicer on behalf of COMT include providing assistance in any inspections of the documents and records relating to the accounts and receivables by the master trust trustee pursuant to the pooling agreement, maintaining the agreements, documents and files relating to the accounts and receivables as custodian for COMT and providing related data processing and reporting services for investor certificateholders of any series and on behalf of the master trust trustee.
The servicer’s rights and obligations with respect to servicing the credit card receivables held by COMT are described in the prospectus filed with the SEC on June 8, 2022, which is included as
part of the Registration Statement on Form SF-3 relating to the notes of COMET (File Nos. 333-262382, 333-262382-01, and 333-262382-02).
Section 8 – Other Events.
Item 8.01. Other Events.
On October 1, 2022, the Corporation completed the merger of its wholly-owned subsidiary, COBNA with and into CONA, a wholly-owned subsidiary of the Corporation, with CONA as the surviving entity. By virtue of the merger, all property and rights and all of the liabilities and obligations of COBNA as they existed at the time of the merger became the property and rights and liabilities and obligations of CONA, which also became the successor to COBNA in each of its capacities in relation to Capital One Funding, LLC, as transferor, COMT and COMET, including as sponsor, servicer and asset originator.
In connection with the merger, succession and related events described above, the documents listed below under “Item 9.01(d). Exhibits” were executed on October 1, 2022.
Section 9 – Financial Statements and Exhibits.
Item 9.01 (d). Exhibits.
Exhibit Index
Each of the following are filed as an Exhibit to this Report.
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 hereunto duly authorized.
CAPITAL ONE FUNDING, LLC | ||
Acting solely in its capacity as depositor of Capital One Master Trust and Capital One Multi-asset Execution Trust | ||
By: | /s/ Eric D. Bauder | |
Name: Eric D. Bauder | ||
Title: Assistant Vice President | ||
October 3, 2022