Attached files

file filename
EX-36.1 - EX-36.1 - First National Master Note Trustd375665dex361.htm
EX-8.1 - EX-8.1 - First National Master Note Trustd375665dex81.htm
EX-5.1 - EX-5.1 - First National Master Note Trustd375665dex51.htm
EX-4.2 - EX-4.2 - First National Master Note Trustd375665dex42.htm
EX-4.1 - EX-4.1 - First National Master Note Trustd375665dex41.htm
EX-1.1 - EX-1.1 - First National Master Note Trustd375665dex11.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 18, 2017

 

 

FIRST NATIONAL MASTER NOTE TRUST

FIRST NATIONAL FUNDING LLC

FIRST NATIONAL BANK OF OMAHA

(Exact name of Issuing Entity, Depositor/Registrant and Sponsor, as specified in their respective charters)

 

 

Nebraska

(State of Incorporation)

 

333-209738, 333-209738-01   02-0598125 (First National Funding LLC)

(Commission File Number for Registrant

and Issuing Entity, respectively)

 

(IRS Employer

Identification No.)

1620 Dodge Street Stop Code 3271, Omaha, Nebraska   68197
(Address of principal executive offices)   (Zip Code)

(402) 341-0500

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former 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:

 

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 a Material Definitive Agreement.

First National Funding LLC (“Funding”) entered into an Underwriting Agreement, dated April 18, 2017 (“Underwriting Agreement”), among Funding, First National Bank of Omaha, Wells Fargo Securities, LLC and RBC Capital Markets, LLC relating to the Class A Series 2017-1 Asset Backed Notes (the “Offered Notes”), a copy of which is filed with this Form 8-K as Exhibit 1.1, issued by First National Master Note Trust (the “Issuer”) described in the related Prospectus dated April 18, 2017.

 

Item 8.01 Other Events

In order to facilitate the issuance of the Offered Notes (and certain retained notes), Funding will cause the Issuer to enter into a Series 2017-1 Indenture Supplement (the “Indenture Supplement”), to be dated on or about April 25, 2017, by and between the Issuer and U.S. Bank National Association (the “Indenture Trustee”), pursuant to the Second Amended and Restated Master Indenture, by and between the Issuer and the Indenture Trustee, dated as of September 23, 2016,. A copy of the form of Indenture Supplement that the Issuer intends to execute is filed with this Form 8-K as Exhibit 4.1.

In order to facilitate the issuance of the Offered Notes (and certain retained notes), First National Bank of Omaha, First National Funding LLC and First National Master Note Trust will enter into a Risk Retention Agreement to be dated on or about April 25, 2017. A copy of the form of Risk Retention Agreement that they intend to execute is filed with this Form 8-K as Exhibit 4.2.

In connection with the issuance of the Offered Notes, the chief executive officer of Funding has made the certifications required by Paragraph I.B.1(a) of Form SF-3. Such certifications are being filed with this Form 8-K as Exhibit 36.1 in order to satisfy the requirements of Item 601(b)(36) of Regulation S-K.

The Registrant is filing Exhibits 5.1 and 8.1 in connection with the offer and sale of the Offered Notes.

 

Item 9.01. Financial Statements and Exhibits.

 

  (a) Not applicable.

 

  (b) Not applicable.

 

  (c) Not applicable.

 

  (d) Exhibits

 

EXHIBIT
NO.

  

DOCUMENT DESCRIPTION

  1.1    Underwriting Agreement dated April 18, 2017, among First National Funding LLC, First National Bank of Omaha, Wells Fargo Securities, LLC and RBC Capital Markets, LLC, individually and as representatives of the several underwriters
  4.1    Form of Indenture Supplement, to be dated on or about April 25, 2017
  4.2    Form of Risk Retention Agreement, to be dated on or about April 25, 2017
  5.1    Opinion of Kutak Rock LLP regarding the legality of the Notes
  8.1    Opinion of Kutak Rock LLP regarding certain tax matters
23.1    Consent of Kutak Rock LLP (included in Exhibits 5.1 and 8.1)
36.1    Depositor Certification, dated April 18, 2017, for shelf offerings of asset-backed securities


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: April 19, 2017   FIRST NATIONAL FUNDING LLC, as Depositor
  By:  

First National Funding Corporation,

Managing Member

  By  

/s/ Lori L. Niemeyer

    Lori L. Niemeyer, Senior Vice President


EXHIBIT INDEX

 

Exhibit

No.

   Document Description
Exhibit 1.1    Underwriting Agreement
Exhibit 4.1    Form of Indenture Supplement, to be dated on or about April 25, 2017
Exhibit 4.2    Form of Risk Retention Agreement, to be dated on or about April 25, 2017
Exhibit 5.1    Opinion of Kutak Rock LLP with respect to legality
Exhibit 8.1    Opinion of Kutak Rock LLP with respect to tax matters
Exhibit 23.1    Consent of Kutak Rock LLP (included in Exhibits 5.1 and 8.1)
Exhibit 36.1    Depositor Certification, dated April 18, 2017, for shelf offerings of asset-backed securities