Attached files

file filename
EX-1.1 - EX-1.1 - AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUSTd478408dex11.htm
EX-36.3 - EX-36.3 - AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUSTd478408dex363.htm
EX-36.2 - EX-36.2 - AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUSTd478408dex362.htm
EX-36.1 - EX-36.1 - AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUSTd478408dex361.htm
EX-4.3 - EX-4.3 - AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUSTd478408dex43.htm
EX-4.2 - EX-4.2 - AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUSTd478408dex42.htm
EX-4.1 - EX-4.1 - AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUSTd478408dex41.htm
EX-1.3 - EX-1.3 - AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUSTd478408dex13.htm
EX-1.2 - EX-1.2 - AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUSTd478408dex12.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): October 23, 2017

Commission File Number of Issuing Entity: 000-20787-07

Central Index Key Number of Issuing Entity: 0001003509

 

 

AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST

(Exact Name of Issuing Entity as Specified in its Charter)

 

 

 

Commission File Number of Depositor/Registrant:

333-113579-02

 

Commission File Number of Depositor/Registrant:

333-113579-01

Central Index Key Number of Depositor/Registrant:

0001283434

 

Central Index Key Number of Depositor/Registrant:

0001283435

AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION III LLC   AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION IV LLC

(Exact Name of Depositor/Registrant

as Specified in its Charter)

 

(Exact Name of Depositor/Registrant

as Specified in its Charter)

 

Delaware   20-0942395   Delaware   20-0942445

(State or Other Jurisdiction

of Incorporation or Organization)

 

(I.R.S. Employer

Identification Number)

 

(State or Other Jurisdiction

of Incorporation or Organization)

 

(I.R.S. Employer

Identification Number)

 

4315 South 2700 West, Room 1100

Mail Stop 02-01-46A

Salt Lake City, Utah 84184

(801) 945-5648

 

4315 South 2700 West, Room 1100

Mail Stop 02-01-46B

Salt Lake City, Utah 84184

(801) 945-2068

(Address, Including Zip Code, and Telephone Number, Including Area Code, of each Registrants’ Principal Executive Offices)

 

N/A

(Former Name or Former Address,

if Changed Since Last Report)

 

N/A

(Former Name or Former Address,

if Changed Since Last Report)

 

Central Index Key Number of Sponsor:

0000949348

 

Central Index Key Number of Sponsor:

0001647722

AMERICAN EXPRESS

CENTURION BANK

 

AMERICAN EXPRESS BANK,

FSB

(Exact Name of Sponsor as Specified in its Charter)   (Exact Name of Sponsor as Specified in its Charter)

 

 

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(b) 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))

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.  ☐

 

 

 


INFORMATION TO BE INCLUDED IN THE REPORT

 

Item 8.01. Other Events.

On October 23, 2017, American Express Receivables Financing Corporation III LLC (“RFC III”) and American Express Receivables Financing Corporation IV LLC (“RFC IV” and, together with RFC III, the “Transferors”), American Express Centurion Bank (“Centurion”), American Express Bank, FSB (“FSB”) and American Express Travel Related Services Company, Inc. (“TRS”) entered into an Underwriting Agreement (the “Series 2017-6 Underwriting Agreement”) with Barclays Capital Inc., MUFG Securities Americas Inc., RBC Capital Markets, LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters (collectively, the “Underwriters”), with respect to the issuance and sale of Class A 2.04% Asset Backed Certificates, Series 2017-6 and Class B 2.20% Asset Backed Certificates, Series 2017-6 (the “Series 2017-6 Certificates”), expected to be issued by the American Express Credit Account Master Trust (the “Trust”) on or about October 30, 2017 (the “Closing Date”). The Underwriting Agreement is attached hereto as Exhibit 1.1.

On October 23, 2017, the Transferors, Centurion, FSB and TRS entered into an Underwriting Agreement (the “Series 2017-7 Underwriting Agreement”) with the Underwriters with respect to the issuance and sale of Class A 2.35% Asset Backed Certificates, Series 2017-7 and Class B 2.54% Asset Backed Certificates, Series 2017-7 (the “Series 2017-7 Certificates”), expected to be issued by the Trust on the Closing Date. The Series 2017-7 Underwriting Agreement is attached hereto as Exhibit 1.2.

On October 23, 2017, the Transferors, Centurion, FSB and TRS entered into an Underwriting Agreement (the “Series 2017-8 Underwriting Agreement”) with the Underwriters with respect to the issuance and sale of Class A Floating Rate Asset Backed Certificates, Series 2017-8 and Class B Floating Rate Asset Backed Certificates, Series 2017-8 (the “Series 2017-8 Certificates”), expected to be issued by the Trust on the Closing Date. The Series 2017-8 Underwriting Agreement is attached hereto as Exhibit 1.3.

The Series 2017-6 Certificates, the Series 2017-7 Certificates and the Series 2017-8 Certificates are collectively referred to herein as the “Certificates.”

On the Closing Date, the Trust will supplement its Third Amended and Restated Pooling and Servicing Agreement, dated as of July 20, 2016, as amended from time to time (the “Pooling and Servicing Agreement”), with its Series 2017-6 Supplement, to be dated as of the Closing Date (the “Series 2017-6 Supplement”).


An unexecuted copy of the Series 2017-6 Supplement is attached hereto as Exhibit 4.1.

On the Closing Date, the Trust will supplement the Pooling and Servicing Agreement with its Series 2017-7 Supplement, to be dated as of the Closing Date (the “Series 2017-7 Supplement”). An unexecuted copy of the Series 2017-7 Supplement is attached hereto as Exhibit 4.2.

On the Closing Date, the Trust will supplement the Pooling and Servicing Agreement with its Series 2017-8 Supplement, to be dated as of the Closing Date (the “Series 2017-8 Supplement”). An unexecuted copy of the Series 2017-8 Supplement is attached hereto as Exhibit 4.3.

In connection with the offering of the Certificates, the chief executive officer of each Transferor has made the certifications required by Paragraph I.B.1(a) of Form SF-3 attached hereto as Exhibit 36.1 (with respect to Series 2017-6), Exhibit 36.2 (with respect to Series 2017-7) and Exhibit 36.3 (with respect to Series 2017-8). The certifications are being filed on this report to satisfy the requirements of Item 601(b)(36) of Regulation S-K.

 

Item 9.01. Exhibits.

The following are filed as Exhibits to this Report under Exhibit 1, Exhibit 4 and Exhibit 36:

Exhibit 1.1    The Series 2017-6 Underwriting Agreement, dated October 23, 2017, among the Transferors, Centurion, FSB, TRS and the Underwriters.
Exhibit 1.2    The Series 2017-7 Underwriting Agreement, dated October 23, 2017, among the Transferors, Centurion, FSB, TRS and the Underwriters.
Exhibit 1.3    The Series 2017-8 Underwriting Agreement, dated October 23, 2017, among the Transferors, Centurion, FSB, TRS and the Underwriters.
Exhibit 4.1    Unexecuted copy of Series 2017-6 Supplement to be dated as of October 30, 2017, supplementing the Third Amended and Restated Pooling and Servicing Agreement, dated as of July 20, 2016, as amended from time to time (incorporated herein by reference to Exhibit 4.1 to the Form 8-K filed with the Securities Exchange Commission on July 21, 2016).
Exhibit 4.2    Unexecuted copy of Series 2017-7 Supplement to be dated as of October 30, 2017, supplementing the Third Amended and Restated Pooling and Servicing Agreement, dated as of July 20, 2016, as amended from time to time


   (incorporated herein by reference to Exhibit 4.2 to the Form 8-K filed with the Securities Exchange Commission on July 21, 2016).
Exhibit 4.3    Unexecuted copy of Series 2017-8 Supplement to be dated as of October 30, 2017, supplementing the Third Amended and Restated Pooling and Servicing Agreement, dated as of July 20, 2016, as amended from time to time (incorporated herein by reference to Exhibit 4.3 to the Form 8-K filed with the Securities Exchange Commission on July 21, 2016).
Exhibit 36.1    Depositor Certification for Shelf Offerings of Asset-Backed Securities (with respect to Series 2017-6).
Exhibit 36.2    Depositor Certification for Shelf Offerings of Asset-Backed Securities (with respect to Series 2017-7).
Exhibit 36.3    Depositor Certification for Shelf Offerings of Asset-Backed Securities (with respect to Series 2017-8).


EXHIBIT INDEX

 

Exhibit    Description
Exhibit 1.1    The Series 2017-6 Underwriting Agreement, dated October 23, 2017, among the Transferors, Centurion, FSB, TRS and the Underwriters.
Exhibit 1.2    The Series 2017-7 Underwriting Agreement, dated October 23, 2017, among the Transferors, Centurion, FSB, TRS and the Underwriters.
Exhibit 1.3    The Series 2017-8 Underwriting Agreement, dated October 23, 2017, among the Transferors, Centurion, FSB, TRS and the Underwriters.
Exhibit 4.1    Unexecuted copy of Series 2017-6 Supplement to be dated as of October 30, 2017, supplementing the Third Amended and Restated Pooling and Servicing Agreement, dated as of July 20, 2016, as amended from time to time (incorporated herein by reference to Exhibit 4.1 to the Form 8-K filed with the Securities Exchange Commission on July 21, 2016).
Exhibit 4.2    Unexecuted copy of Series 2017-7 Supplement to be dated as of October 30, 2017, supplementing the Third Amended and Restated Pooling and Servicing Agreement, dated as of July 20, 2016, as amended from time to time (incorporated herein by reference to Exhibit 4.2 to the Form 8-K filed with the Securities Exchange Commission on July 21, 2016).
Exhibit 4.3    Unexecuted copy of Series 2017-8 Supplement to be dated as of October 30, 2017, supplementing the Third Amended and Restated Pooling and Servicing Agreement, dated as of July 20, 2016, as amended from time to time (incorporated herein by reference to Exhibit 4.3 to the Form 8-K filed with the Securities Exchange Commission on July 21, 2016).
Exhibit 36.1    Depositor Certification for Shelf Offerings of Asset-Backed Securities (with respect to Series 2017-6).
Exhibit 36.2    Depositor Certification for Shelf Offerings of Asset-Backed Securities (with respect to Series 2017-7).
Exhibit 36.3    Depositor Certification for Shelf Offerings of Asset-Backed Securities (with respect to Series 2017-8).


SIGNATURES

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

 

American Express Receivables Financing Corporation III LLC,
as Depositor of the Trust and Co-Registrant and as Depositor on behalf of the Trust
By:  

/s/ Denise D. Roberts

Name:   Denise D. Roberts
Title:   President

American Express Receivables Financing Corporation IV LLC,

as Depositor of the Trust and Co-Registrant and as Depositor on behalf of the Trust

By:  

/s/ Denise D. Roberts

Name:   Denise D. Roberts
Title:   President

Date: October 24, 2017