Attached files

file filename
EX-36.2 - EX-36.2 - Discover Card Execution Note Trustd316282dex362.htm
EX-36.1 - EX-36.1 - Discover Card Execution Note Trustd316282dex361.htm
EX-8.2 - EX-8.2 - Discover Card Execution Note Trustd316282dex82.htm
EX-8.1 - EX-8.1 - Discover Card Execution Note Trustd316282dex81.htm
EX-5.2 - EX-5.2 - Discover Card Execution Note Trustd316282dex52.htm
EX-5.1 - EX-5.1 - Discover Card Execution Note Trustd316282dex51.htm
EX-4.4 - EX-4.4 - Discover Card Execution Note Trustd316282dex44.htm
EX-4.3 - EX-4.3 - Discover Card Execution Note Trustd316282dex43.htm
EX-4.2 - EX-4.2 - Discover Card Execution Note Trustd316282dex42.htm
EX-4.1 - EX-4.1 - Discover Card Execution Note Trustd316282dex41.htm
EX-1.4 - EX-1.4 - Discover Card Execution Note Trustd316282dex14.htm
EX-1.3 - EX-1.3 - Discover Card Execution Note Trustd316282dex13.htm
EX-1.2 - EX-1.2 - Discover Card Execution Note Trustd316282dex12.htm
EX-1.1 - EX-1.1 - Discover Card Execution Note Trustd316282dex11.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): January 13, 2017

 

 

 

Commission File Number:

333-141703-02;

333-167413;

333-191359;

333-205455-01

 

Commission File Number:

333-141703;

333-167413-02;

333-191359-02;

333-205455-02;

000-23108

 

Commission File Number:

333-205455

 

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

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 January 13, 2017, 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, Merrill Lynch, Pierce, Fenner & Smith Incorporated and SG Americas Securities, LLC (the “Class A(2017-1) 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(2017-1) 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(2017-1) Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On January 13, 2017, Discover Card Execution Note Trust, Discover Bank and Discover Funding LLC entered into a Terms Agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated and SG Americas Securities, LLC with respect to the issuance of $750,000,000 principal amount of Class A(2017-1) DiscoverSeries Notes of Discover Card Execution Note Trust (the “Class A(2017-1) Terms Agreement”). A copy of the Class A(2017-1) Terms Agreement is filed as Exhibit 1.2 to this Current Report on Form 8-K and is incorporated herein by reference.

On or about January 20, 2017, Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, intend to enter into the Class A(2017-1) Terms Document. An unexecuted copy of the Class A(2017-1) Terms Document is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On or about January 20, 2017, Discover Card Execution Note Trust, Discover Funding LLC and Discover Bank intend to enter into a Risk Retention Agreement with respect to the Class A(2017-1) Notes (the “Class A(2017-1) Risk Retention Agreement”). An unexecuted copy of the Class A(2017-1) Risk Retention Agreement 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(2017-1) Notes, the chief executive officer of Discover Funding LLC has delivered a Depositor Certification for Shelf Offerings of Asset-Backed Securities, dated as of January 13, 2017 (the “Class A(2017-1) Certification”). A copy of the Class A(2017-1) Certification is filed as Exhibit 36.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On January 13, 2017, 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, Merrill Lynch, Pierce, Fenner & Smith Incorporated and SG Americas Securities, LLC (the “Class A(2017-2) 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(2017-2) Notes”) pursuant to 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(2017-2) Underwriting Agreement is filed as Exhibit 1.3 to this Current Report on Form 8-K and is incorporated herein by reference.

On January 13, 2017, Discover Card Execution Note Trust, Discover Bank and Discover Funding LLC entered into a Terms Agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated and SG Americas Securities, LLC with respect to the issuance of $550,000,000 principal amount of Class A(2017-2) DiscoverSeries Notes of Discover Card Execution Note Trust (the “Class A(2017-2) Terms Agreement”). A copy of the Class A(2017-2) Terms Agreement is filed as Exhibit 1.4 to this Current Report on Form 8-K and is incorporated herein by reference.

On or about January 20, 2017, Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, intend to enter into the Class A(2017-2) Terms Document. An unexecuted copy of the Class A(2017-2) Terms Document is filed as Exhibit 4.3 to this Current Report on Form 8-K and is incorporated herein by reference.

On or about January 20, 2017, Discover Card Execution Note Trust, Discover Funding LLC and Discover Bank intend to enter into a Risk Retention Agreement with respect to the Class A(2017-2) Notes (the “Class A(2017-2) Risk Retention Agreement”). An unexecuted copy of the Class A(2017-2) Risk Retention Agreement is filed as Exhibit 4.4 to this Current Report on Form 8-K and is incorporated herein by reference.

In connection with the issuance of the Class A(2017-2) Notes, the chief executive officer of Discover Funding LLC has delivered a Depositor Certification for Shelf Offerings of Asset-Backed Securities, dated as of January 13, 2017 (the “Class A(2017-2) Certification”). A copy of the Class A(2017-2) Certification is filed as Exhibit 36.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01.     Other Events

In connection with the issuance of the Class A(2017-1) 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 January 17, 2017, regarding the legality of the Class A(2017-1) Notes upon issuance and sale thereof on or about January 20, 2017; and (ii) an opinion to Discover Funding LLC (as beneficiary of Discover Card Execution Note Trust), dated January 17, 2017, as to certain federal tax matters concerning the Class A(2017-1) Notes. A copy of the opinion as to legality is filed as Exhibit 5.1 to this Current Report on Form 8-K, and a copy of the opinion as to certain federal tax matters is filed as Exhibit 8.1 to this Current Report on Form 8-K.

In connection with the issuance of the Class A(2017-2) 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 January 17, 2017, regarding the legality of the Class A(2017-2) Notes upon issuance and sale thereof on or about January 20, 2017; and (ii) an opinion to Discover Funding LLC (as beneficiary of


Discover Card Execution Note Trust), dated January 17, 2017, as to certain federal tax matters concerning the Class A(2017-2) Notes. A copy of the opinion as to legality is filed as Exhibit 5.2 to this Current Report on Form 8-K, and a copy of the opinion as to certain federal tax matters is filed as Exhibit 8.2 to this Current Report on Form 8-K.

 

Item 9.01   

Exhibits

Exhibit No.

  

Description

Exhibit 1.1    Underwriting Agreement, dated January 13, 2017, among Discover Card Execution Note Trust, Discover Bank, Discover Funding LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and SG Americas Securities, LLC with respect to the Class A(2017-1) DiscoverSeries Notes
Exhibit 1.2    Terms Agreement, dated January 13, 2017, among Discover Card Execution Note Trust, Discover Bank, Discover Funding LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and SG Americas Securities, LLC with respect to the Class A(2017-1) DiscoverSeries Notes, excluding Annexes
Exhibit 1.3    Underwriting Agreement, dated January 13, 2017, among Discover Card Execution Note Trust, Discover Bank, Discover Funding LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and SG Americas Securities, LLC with respect to the Class A(2017-2) DiscoverSeries Notes
Exhibit 1.4    Terms Agreement, dated January 13, 2017, among Discover Card Execution Note Trust, Discover Bank, Discover Funding LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and SG Americas Securities, LLC with respect to the Class A(2017-2) DiscoverSeries Notes, excluding Annexes
Exhibit 4.1    Form of Class A(2017-1) 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 the Class A(2017-1) DiscoverSeries Notes
Exhibit 4.3    Form of Class A(2017-2) Terms Document, between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee
Exhibit 4.4    Form of Risk Retention Agreement, among Discover Card Execution Note Trust, Discover Funding LLC and Discover Bank with respect to the Class A(2017-2) DiscoverSeries Notes


Exhibit 5.1    Opinion of Mayer Brown LLP as to the legality of the Class A(2017-1) DiscoverSeries Notes
Exhibit 5.2    Opinion of Mayer Brown LLP as to the legality of the Class A(2017-2) DiscoverSeries Notes
Exhibit 8.1    Opinion of Mayer Brown LLP as to certain federal tax matters concerning the Class A(2017-1) DiscoverSeries Notes
Exhibit 8.2    Opinion of Mayer Brown LLP as to certain federal tax matters concerning the Class A(2017-2) DiscoverSeries Notes
Exhibit 36.1    Depositor Certification for Shelf Offerings of Asset-Backed Securities, dated January 13, 2017, with respect to the Class A(2017-1) DiscoverSeries Notes
Exhibit 36.2    Depositor Certification for Shelf Offerings of Asset-Backed Securities, dated January 13, 2017, with respect to the Class A(2017-2) 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: January 17, 2017      
    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 January 13, 2017, among Discover Card Execution Note Trust, Discover Bank, Discover Funding LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and SG Americas Securities, LLC with respect to the Class A(2017-1) DiscoverSeries Notes
Exhibit 1.2    Terms Agreement, dated January 13, 2017, among Discover Card Execution Note Trust, Discover Bank, Discover Funding LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and SG Americas Securities, LLC with respect to the Class A(2017-1) DiscoverSeries Notes, excluding Annexes
Exhibit 1.3    Underwriting Agreement, dated January 13, 2017, among Discover Card Execution Note Trust, Discover Bank, Discover Funding LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and SG Americas Securities, LLC with respect to the Class A(2017-2) DiscoverSeries Notes
Exhibit 1.4    Terms Agreement, dated January 13, 2017, among Discover Card Execution Note Trust, Discover Bank, Discover Funding LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and SG Americas Securities, LLC with respect to the Class A(2017-2) DiscoverSeries Notes, excluding Annexes
Exhibit 4.1    Form of Class A(2017-1) 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 the Class A(2017-1) DiscoverSeries Notes
Exhibit 4.3    Form of Class A(2017-2) Terms Document, between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee
Exhibit 4.4    Form of Risk Retention Agreement, among Discover Card Execution Note Trust, Discover Funding LLC and Discover Bank with respect to the Class A(2017-2) DiscoverSeries Notes
Exhibit 5.1    Opinion of Mayer Brown LLP as to the legality of the Class A(2017-1) DiscoverSeries Notes


Exhibit 5.2    Opinion of Mayer Brown LLP as to the legality of the Class A(2017-2) DiscoverSeries Notes
Exhibit 8.1    Opinion of Mayer Brown LLP as to certain federal tax matters concerning the Class A(2017-1) DiscoverSeries Notes
Exhibit 8.2    Opinion of Mayer Brown LLP as to certain federal tax matters concerning the Class A(2017-2) DiscoverSeries Notes
Exhibit 36.1    Depositor Certification for Shelf Offerings of Asset-Backed Securities, dated January 13, 2017, with respect to the Class A(2017-1) DiscoverSeries Notes
Exhibit 36.2    Depositor Certification for Shelf Offerings of Asset-Backed Securities, dated January 13, 2017, with respect to the Class A(2017-2) DiscoverSeries Notes