8-K 1 c120077.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 1, 2023

Commission File Number of depositor: 333-205943-01, 333-228394-02, 333-264933-01
Central Index Key Number of depositor: 0001551964

BARCLAYS DRYROCK FUNDING LLC

(Exact name of Depositor as specified in its charter)

ON BEHALF OF

Commission File Number of issuing entity: 333-205943, 333-228394, 333-264933
Central Index Key Number of issuing entity: 0001552111

BARCLAYS DRYROCK ISSUANCE TRUST

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

(Issuer of the Notes)

Commission File Number of sponsor: 333-205943-02, 333-228394-01
Central Index Key Number of sponsor: 0001551423

BARCLAYS BANK DELAWARE

(Exact Name of Sponsor as Specified in Its Charter)

 

Delaware   45-5441359
(State or Other Jurisdiction of Incorporation or Organization)   (I.R.S. Employer Identification Number)
     

100 S. West Street, Office 120, Wilmington, DE 19801

(302) 255-7073

(Address, Including Zip Code, and Telephone Number,

Including Area Code, of each Registrant’s Principal Executive Offices)

     
N/A
(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:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o  Soliciting material pursuant to Rule 14a-12(b)  under the Exchange Act (17 CFR 240.14a-12)
o  Pre-commencement communications pursuant to Rule 14d-2 under the Exchange Act (17 CFR 240.14d-2(b))
o  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 o

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. o

 
 

INFORMATION TO BE INCLUDED IN THE REPORT

Item 8.01Other Events.

On March 1, 2023, the Issuing Entity acquired approximately $2,500,000,000 of receivables in additional accounts from the Depositor. The conveyance of such receivables was effected pursuant to Assignment No. 8 of Receivables in Additional Accounts included in Barclays Dryrock Issuance Trust, dated as of May 1, 2018 (“Assignment No. 8”), by and between the Depositor and the Issuing Entity, and accepted and acknowledged by the Indenture Trustee. Assignment No. 8 is attached hereto as Exhibit 99.1. The composition of receivables owned by the Issuing Entity, as of March 1, 2023 after giving effect to Assignment No. 8, by program is set forth below.

Program Number of Accounts % of Total Number of Accounts Total Receivables % of Total Receivables
American Airlines 745367 16.17%  $1,773,372,925 21.69%
Jetblue 419,036 9.09%  $1,574,405,377 19.26%
Non Co-Branded 1,280,342 27.78%  $1,207,497,238 14.77%
UPromise 323,112 7.01% $671,211,937 8.21%
Hawaiian Airlines 157,567 3.42%  $584,552,983 7.15%
Carnival Cruise Lines 343,135 7.45%  $532,123,399 6.51%
Black Card 93,339 2.03%  $392,017,510 4.80%
Wyndham Hotels 240,565 5.22% $312,739,214 3.83%
Priceline.com 238,462 %5.17  $227,893,706 2.79%
RCI 155,573 3.38%  $226,460,130 2.77%
Frontier Airlines 237,272 %5.15  $188,767,886 2.31%
BlueGreen 98,795 %2.14  $180,545,439 2.21%
Choice Hotels 144,413 %3.13  $145,874,533 1.78%
Miles & More / Lufthansa 37,453 %0.81  $66,666,639 0.82%
Barnes & Noble 72,698 %1.58  $60,042,317 0.73%
Princess Cruise Line 21,792 %0.47  $30,380,655 0.37%
Total 4,608,921 100.00%  $8,174,551,889 100.00%
 
 
Item 9.01.Financial Statements and Exhibits

(a)       Not applicable

(b)       Not applicable

(c)       Not applicable

(d)       Exhibits: The following is filed as an Exhibit to this Report:

Exhibit Number

Description

99.1 Assignment No. 8 of Receivables in Additional Accounts included in Barclays Dryrock Issuance Trust, dated as of March 1, 2023, by and between the Depositor and the Issuing Entity, and accepted and acknowledged by the Indenture Trustee.
   
   
 
 

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.

BARCLAYS DRYROCK FUNDING LLC,
as depositor of Barclays Dryrock Issuance Trust

By:  /s/ Wai Chung                                  
Name: Wai Chung
Title: Treasurer

March 6, 2023