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): April 16, 2024
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
Central Index Key Number of Depositor/Registrant:
0001283434
AMERICAN EXPRESS
RECEIVABLES FINANCING
CORPORATION III LLC
(Exact Name of Depositor/Registrant
as Specified in its Charter)
Delaware | 20-0942395 | |
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification Number) |
115 W Towne Ridge Pkwy, Room 454
Sandy, Utah 84070
(385) 308-6059
(Address, Including Zip Code, and Telephone Number, Including Area Code, of the Registrants Principal Executive Office)
N/A
(Former Name or Former Address,
if Changed Since Last Report)
Central Index Key Number of Sponsor:
0000949348
AMERICAN EXPRESS NATIONAL BANK
(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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
N/A | N/A | N/A |
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 8.01. | Other Events. | |
On April 16, 2024, American Express Receivables Financing Corporation III LLC (the Transferor), American Express National Bank (AENB), and American Express Travel Related Services Company, Inc. (TRS) entered into an Underwriting Agreement (the Series 2024-1 Underwriting Agreement) with Barclays Capital Inc., RBC Capital Markets, LLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters (collectively, the Representatives), with respect to the issuance and sale of Class A 5.23% Asset Backed Certificates, Series 2024-1 (the Series 2024-1 Class A Certificates), expected to be issued by the American Express Credit Account Master Trust (the Trust) on or about April 23, 2024 (the Closing Date). The Series 2024-1 Underwriting Agreement is attached hereto as Exhibit 1.1. | ||
On April 16, 2024, the Transferor, AENB, and TRS entered into an Underwriting Agreement (the Series 2024-2 Underwriting Agreement) with the Representatives with respect to the issuance and sale of Class A 5.24% Asset Backed Certificates, Series 2024-2 (the Series 2024-2 Class A Certificates and, together with the Series 2024-1 Class A Certificates, the Class A Certificates), expected to be issued by the Trust on the Closing Date. The Series 2024-2 Underwriting Agreement is attached hereto as Exhibit 1.2. | ||
The Trust is also expected to issue Class B 5.50% Asset Backed Certificates, Series 2024-1 (the Series 2024-1 Class B Certificates) and Class B 5.51% Asset Backed Certificates, Series 2024-2 (the Series 2024-2 Class B Certificates and, together with the Series 2024-1 Class B Certificates and the Class A Certificates, the Certificates) on the Closing Date, which will be purchased directly by the Transferor or an affiliate of the Transferor. | ||
On the Closing Date, the Trust will supplement its Fourth Amended and Restated Pooling and Servicing Agreement, dated as of April 1, 2018, as amended from time to time (the Pooling and Servicing Agreement), with its Series 2024-1 Supplement, to be dated as of the Closing Date (the Series 2024-1 Supplement), and its Series 2024-2 Supplement, to be dated as of the Closing Date (the Series 2024-2 Supplement). Unexecuted copies of the Series 2024-1 Supplement and the Series 2024-2 Supplement are attached hereto as Exhibit 4.1 and Exhibit 4.2, respectively. | ||
In connection with the offering of the Class A Certificates, the chief executive officer of the 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 2024-1) and Exhibit 36.2 (with respect to Series 2024-2). The certifications are being filed as exhibits to this Report to satisfy the requirements of Item 601(b)(36) of Regulation S-K. |
Copies of the opinions of Orrick, Herrington & Sutcliffe LLP with respect to legality of the Certificates and certain federal tax matters, together with related consents of Orrick, Herrington & Sutcliffe LLP to the incorporation by reference of such opinions as exhibits to the Registration Statement, are attached hereto as Exhibits 5.1, 8.1, 23.1 and 23.2 (with respect to Series 2024-1) and Exhibits 5.2, 8.2, 23.3 and 23.4 (with respect to Series 2024-2). | ||
Item 9.01. | Financial Statements and Exhibits. | |
(d) Exhibits: |
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.
American Express Receivables Financing Corporation III LLC, as Depositor of the Trust | ||
By: | /s/ Chen Wang | |
Name: | Chen Wang | |
Title: | President |
Date: April 17, 2023