Current Report Filing (8-k)
September 13 2018 - 4:39PM
Edgar (US Regulatory)
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 13, 2018
DISCOVER FINANCIAL SERVICES
(Exact name of registrant as specified in its charter)
Commission
File
Number: 001-33378
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Delaware
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36-2517428
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(State or other jurisdiction
of incorporation)
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(IRS Employer
Identification No.)
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2500 Lake Cook Road, Riverwoods, Illinois 60015
(Address of principal executive offices, including zip code)
(224)
405-0900
(Registrants telephone number, including area code)
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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act or Rule
12b-2
of the Exchange Act.
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 2.03.
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Creation of a Direct Financial Obligation of a Registrant or an Obligation under an
Off-Balance
Sheet Arrangement of a Registrant.
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On September 13, 2018,
Discover Bank (the Bank), a wholly-owned subsidiary of Discover Financial Services (the Company), issued and sold $900,000,000 aggregate principal amount of its 4.650% Notes due 2028 (the Notes). The Notes were
issued pursuant to a Fiscal and Paying Agency Agreement, dated September 13, 2018 (the FPAA), between the Bank, as issuer of the Notes, and U.S. Bank National Association, as fiscal and paying agent. The Notes were issued pursuant
to an exemption from registration provided by Section 3(a)(2) of the Securities Act of 1933, as amended.
The Notes are direct,
unconditional and unsecured general obligations of the Bank and rank
pari passu
among themselves and all other unsecured and unsubordinated indebtedness of the Bank, except deposit liabilities and other obligations that are entitled to any
priorities or preferences. The Notes are solely the obligations of the Bank and are neither obligations of, nor guaranteed by, the Company (which is the sole shareholder of the Bank) or any of the Banks other affiliates.
The Notes mature on September 13, 2028. The Notes are subject to redemption at the option of the Bank, at any time on or after
June 13, 2028, in whole or in part on no less than 10 nor more than 60 days prior notice delivered to the holders. The Notes will bear interest at the rate of 4.650% per annum from September 13, 2018, until the principal of the Notes
has been paid in full or a sum sufficient to pay the principal of the Notes has been made available for payment. Interest on the Notes will be payable semi-annually in arrears on March 13 and September 13 of each year, commencing on
March 13, 2019, and on the date of maturity or redemption (each, an Interest Payment Date). Payments will include interest accrued to (but excluding) the relevant Interest Payment Date. Interest on the Notes will be calculated on
the basis of a
360-day
year of twelve
30-day
months.
A
copy of the FPAA, which includes the form of Note as an exhibit thereto, is filed with this Current Report on Form
8-K
as Exhibit 4.1 and is incorporated herein by reference.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit No.
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Description
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4.1
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Fiscal and Paying Agency Agreement, dated September 13, 2018 between Discover Bank, as issuer, and U.S. Bank National Association, as fiscal and paying agent.
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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 hereunto duly authorized.
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DISCOVER FINANCIAL SERVICES
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Dated: September 13, 2018
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By:
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/s/ D. Christopher Greene
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Name: D. Christopher Greene
Title:
Vice President, Deputy General Counsel
and Assistant
Secretary
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