8-K 1 d749083d8k.htm 8-K 8-K

 

 

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): August 27, 2019

 

 

 

Commission File Number:
333-141703-02;
333-167413;
333-191359;
333-205455-01;

333-228025-02

  

Commission File Number:
333-141703;

333-167413-02;

333-191359-02;

333-205455-02;

333-228025-01;

000-23108

  

Commission File Number:
333-205455;

333-228025

  

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 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))

Securities registered pursuant to Section 12(b) of the Act: None.

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 C(2019-1) Notes. On August 27, 2019, Discover Card Execution Note Trust entered into the Class C(2019-1) Terms Document, dated as of August 27, 2019, between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee.

Amendments. On August 27, 2019, Discover Card Execution Note Trust and U.S. Bank National Association entered into (i) Amendment No. 1 to Master Indenture and Amendment No. 1 to Second Amended and Restated Indenture Supplement to amend provisions related to the conditions precedent to the issuance of new tranches of DiscoverSeries Notes and (ii) Omnibus Amendment to Specified Terms Documents to add provisions related to transfer restrictions on the applicable DiscoverSeries Notes. A copy of Amendment No. 1 to Master Indenture and Amendment No. 1 to Second Amended and Restated Indenture Supplement is filed as Exhibit 4.2 to the Current Report on Form 8-K and is incorporated herein by reference and a copy of the Omnibus Amendment to Specified Terms Documents is filed as Exhibit 4.3 to the Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01 Other Events

Unregistered Sale of Class C(2019-1) Notes. On August 27, 2019, Discover Card Execution Note Trust sold $515,000,000 principal amount of the DiscoverSeries Class C(2019-1) Notes (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 $500,345,530, 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 $515,000,000. 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 August 27, 2019, 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 $47,841,531, resulting in an Outstanding Dollar Principal Amount of the Class D(2009-1) Notes of $1,640,081,969. 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 $47,841,531. 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    Exhibits
Exhibit No.   

Description

4.1    Class C(2019-1) Terms Document, dated as of August 27, 2019, between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee.
4.2    Amendment No. 1 to Master Indenture and Amendment No. 1 to Second Amended and Restated Indenture Supplement between Discover Card Execution Note Trust and U.S. Bank National Association
4.3    Omnibus Amendment to Specified Terms Documents between Discover Card Execution Note Trust and U.S. Bank National Association

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: August 28, 2019

 

Discover Funding LLC
(as Depositor for Discover Card Master Trust I and Discover Card Execution Note Trust and as registrant under Commission File Numbers 333-205455 and 333-228025)

By:  

/s/ Patricia S. Hall

 

Patricia S. Hall

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/ Patricia S. Hall

 

Patricia S. Hall

Vice President, Chief Financial Officer and Assistant Treasurer