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EX-4.2 - EX-4.2 - Discover Card Execution Note Trustd627898dex42.htm
EX-4.1 - EX-4.1 - Discover Card Execution Note Trustd627898dex41.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): September 27, 2018

 

 

 

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 and depositor)

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

Class B(2018-2) Notes. On September 27, 2018, Discover Card Execution Note Trust entered into the Class B(2018-2) Terms Document, dated as of September 27, 2018, between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee.

Class C(2018-1) Notes. On September 27, 2018, Discover Card Execution Note Trust entered into the Class C(2018-1) Terms Document, dated as of September 27, 2018, between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee.

 

Item 8.01

Other Events

Unregistered Sale of Class B(2018-2) Notes and Class C(2018-1) Notes. On September 27, 2018, Discover Card Execution Note Trust sold $530,000,000 principal amount of the DiscoverSeries Class B(2018-2) Notes and $365,000,000 principal amount of the DiscoverSeries Class C(2018-1) Notes (collectively, the “Notes”) in reliance upon the exemption contained in Section 4(a)(2) of the Securities Act of 1933, as amended. The Notes were sold at a discount for $823,296,456, with no applicable underwriting discounts or commissions, and will not bear interest prior to their expected maturity. In connection with this issuance, the investor interest in receivables represented by the collateral certificate issued by the Discover Card Master Trust I that secures the DiscoverSeries Notes was increased by $895,000,000. Discover Card Execution Note Trust paid the net proceeds from the issuance to Discover Bank in exchange for the increase in the investor interest in receivables represented by the collateral certificate.

Increase in Principal Amount of Class D(2009-1) Notes. On September 27, 2018, Discover Bank, pursuant to Section 2.03 of the Amended and Restated Note Purchase Agreement (the “Note Purchase Agreement”), dated as of January 1, 2016, among Discover Card Execution Note Trust, as Issuer, Discover Bank, as Sponsor, Discover Funding LLC, as Transferor, and the purchasers named therein and Section 2.06 of the Class D(2009-1) Terms Document, dated as of July 2, 2009, by and between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, increased the Outstanding Dollar Principal Amount of the Class D(2009-1) Notes. The increase in the Outstanding Dollar Principal Amount of the Class D(2009-1) Notes was in the amount of $83,142,077, resulting in an Outstanding Dollar Principal Amount of the Class D(2009-1) Notes of $1,850,491,805. The Class D(2009-1) Notes were sold to purchasers in reliance upon the exemption contained in Section 4(a)(2) of the Securities Act of 1933, as amended. The Notes were sold at par value for cash, with no applicable underwriting discounts or commissions. In connection with this increase, the investor interest in receivables represented by the collateral certificate issued by the Discover Card Master Trust I that secures the DiscoverSeries Notes was increased by $83,142,077. Discover Card Execution Note Trust paid the net proceeds from the issuance to Discover Bank in exchange for the increase in the investor interest in receivables represented by the collateral certificate.

 

Item 9.01

Exhibit

 

Exhibit No.

  

Description

4.1
   Class B(2018-2) Terms Document, dated as of September 27, 2018, between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee.
4.2
   Class C(2018-1) Terms Document, dated as of September 27, 2018, between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee.


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: September 28, 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