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EX-4.1 - EX-4.1 - Discover Card Execution Note Trustd166315dex41.htm
EX-1.4 - EX-1.4 - Discover Card Execution Note Trustd166315dex14.htm
EX-1.3 - EX-1.3 - Discover Card Execution Note Trustd166315dex13.htm
EX-4.2 - EX-4.2 - Discover Card Execution Note Trustd166315dex42.htm
EX-1.2 - EX-1.2 - Discover Card Execution Note Trustd166315dex12.htm
EX-1.1 - EX-1.1 - Discover Card Execution Note Trustd166315dex11.htm
EX-36.1 - EX-36.1 - Discover Card Execution Note Trustd166315dex361.htm
EX-36.2 - EX-36.2 - Discover Card Execution Note Trustd166315dex362.htm

 

 

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): April 13, 2016

 

 

 

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

Series 2007-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 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 Agreements

On April 13, 2016, 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, Citigroup Global Markets Inc. and Barclays Capital Inc. (the “Class A(2016-2) 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(2016-2) 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 the Class A(2016-2) Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On April 13, 2016, Discover Card Execution Note Trust, Discover Bank, and Discover Funding LLC entered into a Terms Agreement with Citigroup Global Markets Inc. and Barclays Capital Inc., with respect to the issuance of $550,000,000 principal amount of Class A(2016-2) DiscoverSeries Notes of Discover Card Execution Note Trust (the “Class A(2016-2) Terms Agreement”). A copy of the Class A(2016-2) Terms Agreement is filed as Exhibit 1.2 to this Current Report on Form 8-K and is incorporated herein by reference.

On April 19, 2016, Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, intend to enter into the Class A(2016-2) Terms Document. An unexecuted copy of the Class A(2016-2) Terms Document is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

In connection with the issuance of the Class A(2016-2) Notes, the chief executive officer of Discover Funding LLC has delivered a Depositor Certification for Shelf Offerings of Asset-Backed Securities, dated as of April 13, 2016 (the “Class A(2016-2) Certification”). A copy of the Class A(2016-2) Certification is filed as Exhibit 36.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On April 13, 2016, 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, Citigroup Global Markets Inc. and Barclays Capital Inc. (the “Class A(2016-3) 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(2016-3) Notes”) pursuant to the Indenture and a Terms Document having the date stated in the applicable Terms Agreement. A copy of the Class A(2016-3) Underwriting Agreement is filed as Exhibit 1.3 to this Current Report on Form 8-K and is incorporated herein by reference.

On April 13, 2016, Discover Card Execution Note Trust, Discover Bank, and Discover Funding LLC entered into a Terms Agreement with Citigroup Global Markets Inc. and Barclays Capital Inc., with respect to the issuance of $300,000,000 principal amount of Class A(2016-3) DiscoverSeries Notes of Discover Card Execution Note Trust (the “Class A(2016-3) Terms Agreement”). A copy of the Class A(2016-3) Terms Agreement is filed as Exhibit 1.4 to this Current Report on Form 8-K and is incorporated herein by reference.


On April 19, 2016, Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, intend to enter into the Class A(2016-3) Terms Document. An unexecuted copy of the Class A(2016-3) Terms Document is filed as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated herein by reference.

In connection with the issuance of the Class A(2016-3) Notes, the chief executive officer of Discover Funding LLC has delivered a Depositor Certification for Shelf Offerings of Asset-Backed Securities, dated as of April 13, 2016 (the “Class A(2016-3) Certification”). A copy of the Class A(2016-3) Certification is filed as Exhibit 36.2 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01 Exhibits

 

Exhibit No.

  

Description

Exhibit 1.1    Underwriting Agreement, dated April 13, 2016, among Discover Card Execution Note Trust, Discover Bank, Discover Funding LLC, Citigroup Global Markets Inc. and Barclays Capital Inc., with respect to the Class A(2016-2) DiscoverSeries Notes
Exhibit 1.2    Terms Agreement, dated April 13, 2016, among Discover Card Execution Note Trust, Discover Bank, Discover Funding LLC, Citigroup Global Markets Inc. and Barclays Capital Inc., with respect to the Class A(2016-2) DiscoverSeries Notes, excluding Annexes
Exhibit 1.3    Underwriting Agreement, dated April 13, 2016, among Discover Card Execution Note Trust, Discover Bank, Discover Funding LLC, Citigroup Global Markets Inc. and Barclays Capital Inc., with respect to the Class A(2016-3) DiscoverSeries Notes
Exhibit 1.4    Terms Agreement, dated April 13, 2016, among Discover Card Execution Note Trust, Discover Bank, Discover Funding LLC, Citigroup Global Markets Inc. and Barclays Capital Inc., with respect to the Class A(2016-3) DiscoverSeries Notes, excluding Annexes
Exhibit 4.1    Class A(2016-2) Terms Document, between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee
Exhibit 4.2    Class A(2016-3) Terms Document, between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee


Exhibit 36.1    Depositor Certification for Shelf Offerings of Asset-Backed Securities, dated April 13, 2016, with respect to the Class A(2016-2) DiscoverSeries Notes
Exhibit 36.2    Depositor Certification for Shelf Offerings of Asset-Backed Securities, dated April 13, 2016, with respect to the Class A(2016-3) 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: April 14, 2016

Discover Funding LLC
 

(as Depositor for Discover Card Master Trust I

and Discover Card Execution Note Trust and as

registrant under Commission File Number 333-205455)

 

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 and 333-191359-01)

 

By:   /s/ Michael F. Rickert
 

Michael F. Rickert

Vice President, Chief Financial Officer and

Assistant Treasurer


INDEX TO EXHIBITS

 

Exhibit No.

  

Description

Exhibit 1.1    Underwriting Agreement, dated April 13, 2016, among Discover Card Execution Note Trust, Discover Bank, Discover Funding LLC, Citigroup Global Markets Inc. and Barclays Capital Inc., with respect to the Class A(2016-2) DiscoverSeries Notes
Exhibit 1.2    Terms Agreement, dated April 13, 2016, among Discover Card Execution Note Trust, Discover Bank, Discover Funding LLC, Citigroup Global Markets Inc. and Barclays Capital Inc., with respect to the Class A(2016-2) DiscoverSeries Notes, excluding Annexes
Exhibit 1.3    Underwriting Agreement, dated April 13, 2016, among Discover Card Execution Note Trust, Discover Bank, Discover Funding LLC, Citigroup Global Markets Inc. and Barclays Capital Inc., with respect to the Class A(2016-3) DiscoverSeries Notes
Exhibit 1.4    Terms Agreement, dated April 13, 2016, among Discover Card Execution Note Trust, Discover Bank, Discover Funding LLC, Citigroup Global Markets Inc. and Barclays Capital Inc., with respect to the Class A(2016-3) DiscoverSeries Notes, excluding Annexes
Exhibit 4.1    Class A(2016-2) Terms Document, between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee
Exhibit 4.2    Class A(2016-3) Terms Document, between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee
Exhibit 36.1    Depositor Certification for Shelf Offerings of Asset-Backed Securities, dated April 13, 2016, with respect to the Class A(2016-2) DiscoverSeries Notes
Exhibit 36.2    Depositor Certification for Shelf Offerings of Asset-Backed Securities, dated April 13, 2016, with respect to the Class A(2016-3) DiscoverSeries Notes