Attached files

file filename
EX-36.2 - EX-36.2 - Discover Card Execution Note Trustd463573dex362.htm
EX-36.1 - EX-36.1 - Discover Card Execution Note Trustd463573dex361.htm
EX-8.2 - EX-8.2 - Discover Card Execution Note Trustd463573dex82.htm
EX-8.1 - EX-8.1 - Discover Card Execution Note Trustd463573dex81.htm
EX-5.2 - EX-5.2 - Discover Card Execution Note Trustd463573dex52.htm
EX-5.1 - EX-5.1 - Discover Card Execution Note Trustd463573dex51.htm
EX-4.4 - EX-4.4 - Discover Card Execution Note Trustd463573dex44.htm
EX-4.3 - EX-4.3 - Discover Card Execution Note Trustd463573dex43.htm
EX-4.2 - EX-4.2 - Discover Card Execution Note Trustd463573dex42.htm
EX-4.1 - EX-4.1 - Discover Card Execution Note Trustd463573dex41.htm
EX-1.4 - EX-1.4 - Discover Card Execution Note Trustd463573dex14.htm
EX-1.3 - EX-1.3 - Discover Card Execution Note Trustd463573dex13.htm
EX-1.2 - EX-1.2 - Discover Card Execution Note Trustd463573dex12.htm
EX-1.1 - EX-1.1 - Discover Card Execution Note Trustd463573dex11.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): March 8, 2018

 

 

 

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))

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.  ☐

 

 

 


Item 1.01 Entry into Material Definitive Agreements

On March 8, 2018, 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 Citigroup Global Markets Inc. (the “Class A(2018-1) 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(2018-1) 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(2018-1) Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On March 8, 2018, Discover Card Execution Note Trust, Discover Bank and Discover Funding LLC entered into a Terms Agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated and Citigroup Global Markets Inc. with respect to the issuance of $625,000,000 principal amount of Class A(2018-1) DiscoverSeries Notes of Discover Card Execution Note Trust (the “Class A(2018-1) Terms Agreement”). A copy of the Class A(2018-1) 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 March 14, 2018, Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, intend to enter into the Class A(2018-1) Terms Document. An unexecuted copy of the Class A(2018-1) 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 March 14, 2018, 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(2018-1) Notes (the “Class A(2018-1) Risk Retention Agreement”). An unexecuted copy of the Class A(2018-1) 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(2018-1) Notes, the chief executive officer of Discover Funding LLC has delivered a Depositor Certification for Shelf Offerings of Asset-Backed Securities, dated as of March 8, 2018 (the “Class A(2018-1) Certification”). A copy of the Class A(2018-1) Certification is filed as Exhibit 36.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On March 8, 2018, 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 Citigroup Global Markets Inc. (the “Class A(2018-2) 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(2018-2) 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(2018-2) Underwriting Agreement is filed as Exhibit 1.3 to this Current Report on Form 8-K and is incorporated herein by reference.

On March 8, 2018, Discover Card Execution Note Trust, Discover Bank and Discover Funding LLC entered into a Terms Agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated and Citigroup Global Markets Inc. with respect to the issuance of $550,000,000 principal amount of Class A(2018-2) DiscoverSeries Notes of Discover Card Execution Note Trust (the “Class A(2018-2) Terms Agreement”). A copy of the Class A(2018-2) 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 March 14, 2018, Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, intend to enter into the Class A(2018-2) Terms Document. An unexecuted copy of the Class A(2018-2) 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 March 14, 2018, 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(2018-2) Notes (the “Class A(2018-2) Risk Retention Agreement”). An unexecuted copy of the Class A(2018-2) 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(2018-2) Notes, the chief executive officer of Discover Funding LLC has delivered a Depositor Certification for Shelf Offerings of Asset-Backed Securities, dated as of March 8, 2018 (the “Class A(2018-2) Certification”). A copy of the Class A(2018-2) 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(2018-1) 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 March 9, 2018, regarding the legality of the Class A(2018-1) Notes upon issuance and sale thereof on or about March 14, 2018; and (ii) an opinion to Discover Funding LLC (as beneficiary of Discover Card Execution Note Trust), dated March 9, 2018, as to certain federal tax matters concerning the Class A(2018-1) 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(2018-2) 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 March 9, 2018, regarding the legality of the Class A(2018-2) Notes upon issuance and sale thereof on or about March 14, 2018; and (ii) an opinion to Discover Funding LLC (as beneficiary of Discover Card


Execution Note Trust), dated March 9, 2018, as to certain federal tax matters concerning the Class A(2018-2) 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 March 8, 2018, among Discover Card Execution Note Trust, Discover Bank, Discover Funding LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Citigroup Global Markets Inc. with respect to the Class A(2018-1) DiscoverSeries Notes
Exhibit 1.2
   Terms Agreement, dated March 8, 2018, among Discover Card Execution Note Trust, Discover Bank, Discover Funding LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Citigroup Global Markets Inc. with respect to the Class A(2018-1) DiscoverSeries Notes, excluding Annexes
Exhibit 1.3
   Underwriting Agreement, dated March 8, 2018, among Discover Card Execution Note Trust, Discover Bank, Discover Funding LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Citigroup Global Markets Inc. with respect to the Class A(2018-2) DiscoverSeries Notes
Exhibit 1.4
   Terms Agreement, dated March 8, 2018, among Discover Card Execution Note Trust, Discover Bank, Discover Funding LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Citigroup Global Markets Inc. with respect to the Class A(2018-2) DiscoverSeries Notes, excluding Annexes
Exhibit 4.1
   Form of Class A(2018-1) 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(2018-1) DiscoverSeries Notes
Exhibit 4.3
   Form of Class A(2018-2) 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(2018-2) DiscoverSeries Notes
Exhibit 5.1
   Opinion of Mayer Brown LLP as to the legality of the Class A(2018-1) DiscoverSeries Notes


Exhibit 5.2    Opinion of Mayer Brown LLP as to the legality of the Class A(2018-2) DiscoverSeries Notes
Exhibit 8.1    Opinion of Mayer Brown LLP as to certain federal tax matters concerning the Class A(2018-1) DiscoverSeries Notes
Exhibit 8.2    Opinion of Mayer Brown LLP as to certain federal tax matters concerning the Class A(2018-2) DiscoverSeries Notes
Exhibit 36.1
   Depositor Certification for Shelf Offerings of Asset-Backed Securities, dated March 8, 2018, with respect to the Class A(2018-1) DiscoverSeries Notes
Exhibit 36.2
   Depositor Certification for Shelf Offerings of Asset-Backed Securities, dated March 8, 2018, with respect to the Class A(2018-2) 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: March 9, 2018

 

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