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 19, 2017
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 |
Commission File Number of Depositor/Registrant: 333-113579-01 | |||||
| Central Index Key Number of Depositor/Registrant: 0001283434 |
Central Index Key Number of Depositor/Registrant: 0001283435 | |||||
| AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION III LLC | AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION IV LLC | |||||
| (Exact Name of Depositor/Registrant as Specified in its Charter) |
(Exact Name of Depositor/Registrant as Specified in its Charter) | |||||
| Delaware | 20-0942395 | Delaware | 20-0942445 | |||
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) | |||
| 4315 South 2700 West, Room 1100 Mail Stop 02-01-46A Salt Lake City, Utah 84184 (801) 945-5648 |
4315 South 2700 West, Room 1100 Mail Stop 02-01-46B Salt Lake City, Utah 84184 (801) 945-2068 | |||||
| (Address, Including Zip Code, and Telephone Number, Including Area Code, of each Registrants’ Principal Executive Offices) | ||||||
| N/A (Former Name or Former Address, |
N/A (Former Name or Former Address, | |||||
| Central Index Key Number of Sponsor: 0000949348 |
Central Index Key Number of Sponsor: 0001647722 | |
| AMERICAN EXPRESS CENTURION BANK | AMERICAN EXPRESS BANK, FSB | |
| (Exact Name of Sponsor as Specified in its Charter) | (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)) |
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. ☐
INFORMATION TO BE INCLUDED IN THE REPORT
| Item 8.01. | Other Events. |
On or about April 25, 2017, American Express Credit Account Master Trust expects to issue Class A 1.77% Asset Backed Certificates, Series 2017-3 and Class B 1.92% Asset Backed Certificates, Series 2017-3 (the “Certificates”).
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 filed as Exhibits to this Report.
| Item 9.01. | Exhibits. |
The following are filed as Exhibits to this Report under Exhibit 5, Exhibit 8 and Exhibit 23:
| Exhibit 5.1 | Opinion of Orrick, Herrington & Sutcliffe LLP with respect to legality. | |
| Exhibit 8.1 | Opinion of Orrick, Herrington & Sutcliffe LLP with respect to certain tax matters. | |
| Exhibit 23.1 | Consent of Orrick, Herrington & Sutcliffe LLP (included in opinion filed as Exhibit 5.1). | |
| Exhibit 23.2 | Consent of Orrick, Herrington & Sutcliffe LLP (included in opinion filed as Exhibit 8.1). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
| American Express Receivables Financing Corporation III LLC, | ||
| as Depositor of the Trust and Co-Registrant and as Depositor on behalf of the Trust | ||
| By: | /s/ Denise D. Roberts | |
| Name: | Denise D. Roberts | |
| Title: | President | |
| American Express Receivables Financing Corporation IV LLC, | ||
| as Depositor of the Trust and Co-Registrant and as Depositor on behalf of the Trust | ||
| By: | /s/ Denise D. Roberts | |
| Name: | Denise D. Roberts | |
| Title: | President | |
Date: April 19, 2017
EXHIBIT INDEX
| Exhibit | Description | |
| Exhibit 5.1 | Opinion of Orrick, Herrington & Sutcliffe with respect to legality. | |
| Exhibit 8.1 | Opinion of Orrick, Herrington & Sutcliffe LLP with respect to certain tax matters. | |
| Exhibit 23.1 | Consent of Orrick, Herrington & Sutcliffe LLP (included in opinion filed as Exhibit 5.1). | |
| Exhibit 23.2 | Consent of Orrick, Herrington & Sutcliffe LLP (included in opinion filed as Exhibit 8.1). | |
EXHIBIT 5.1
April 19, 2017
American Express Receivables Financing Corporation III LLC
4315 South 2700 West, Room 1100, 02-01-46A
Salt Lake City, Utah 84184
American Express Receivables Financing Corporation IV LLC
4315 South 2700 West, Room 1100, 02-01-46B
Salt Lake City, Utah 84184
| Re: | American Express Credit Account Master Trust |
| Class A Series 2017-3 1.77% Asset Backed Certificates |
| Class B Series 2017-3 1.92% Asset Backed Certificates |
Ladies and Gentlemen:
We have acted as special counsel to American Express Receivables Financing Corporation III LLC, a Delaware limited liability company, and American Express Receivables Financing Corporation IV LLC, a Delaware limited liability company (the “Transferors”), and have examined the Registration Statement on Form SF-3 (File Nos. 333-205964, 333-205964-01 and 333-205964-02), filed by the Transferors with the Securities and Exchange Commission on July 30, 2015, and declared effective on December 21, 2015 (the “Registration Statement”), in connection with the registration under the Securities Act of 1933, as amended (the “Act”), of the Class A Series 2017-3 1.77% Asset Backed Certificates (the “Class A Certificates”) and the Class B Series 2017-3 1.92% Asset Backed Certificates (the “Class B Certificates” and, together with the Class A Certificates, the “Certificates”). The Certificates will be issued pursuant to a Third Amended and Restated Pooling and Servicing Agreement, dated as of July 20, 2016, as amended from time to time, and the Series 2017-3 Supplement, expected to be dated as of April 25, 2017 (together, the “Pooling and Servicing Agreement”), as more particularly described in the preliminary prospectus, dated April 12, 2017 (the “Preliminary Prospectus”).
We have examined such instruments, documents and records as we have deemed relevant and necessary for the purposes of our opinion expressed below. In such examination, we have assumed: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to us as copies; and (c) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed.
American Express Receivables Financing Corporation III LLC
American Express Receivables Financing Corporation IV LLC
April 19, 2017
Page 2
Based on such examination and assumptions, and upon consideration of applicable law, we are of the opinion that, when the Certificates have been duly executed, authenticated and delivered in accordance with the Pooling and Servicing Agreement, and upon the sale of the Certificates in the manner described in the Preliminary Prospectus, the Certificates will be legally issued, and the holders of the Certificates will have no obligation to make payments to the Transferors or their creditors (other than the purchase price for the Certificates) or contributions to the Transferors or their creditors solely by reason of the holders’ ownership of the Certificates.
We hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K for incorporation into the Registration Statement and to the reference to us under the caption “Legal Matters” in the Preliminary Prospectus. In giving such consent, we do not admit that we are “experts,” within the meaning of the term as used in the Act or the rules and regulations of the Securities and Exchange Commission issued thereunder, with respect to any part of the Registration Statement, including this opinion, as an exhibit or otherwise.
Very truly yours,
/s/ Orrick, Herrington & Sutcliffe LLP
ORRICK, HERRINGTON & SUTCLIFFE LLP
EXHIBIT 8.1
April 19, 2017
American Express Receivables Financing Corporation III LLC
4315 South 2700 West, Room 1100, 02-01-46A
Salt Lake City, Utah 84184
American Express Receivables Financing Corporation IV LLC
4315 South 2700 West, Room 1100, 02-01-46B
Salt Lake City, Utah 84184
| Re: | American Express Credit Account Master Trust |
| Class A Series 2017-3 1.77% Asset Backed Certificates |
| Class B Series 2017-3 1.92% Asset Backed Certificates |
Ladies and Gentlemen:
We have advised American Express Receivables Financing Corporation III LLC and American Express Receivables Financing Corporation IV LLC (the “Registrants”) with respect to certain federal income tax aspects of the issuance by the Registrants of the Class A Series 2017-3 1.77% Asset Backed Certificates (the “Class A Certificates”) and the Class B Series 2017-3 1.92% Asset Backed Certificates (the “Class B Certificates” and, together with the Class A Certificates, the “Certificates”). The Certificates will be issued pursuant to a Third Amended and Restated Pooling and Servicing Agreement, dated as of July 20, 2016, as amended from time to time, and the Series 2017-3 Supplement, expected to be dated as of April 25, 2017, as more particularly described in the preliminary prospectus, dated April 12, 2017 (the “Preliminary Prospectus”), relating to such series, each forming a part of the Registration Statement on Form SF-3 (File Nos. 333-205964, 333-205964-01 and 333-205964-02) as filed by the Registrants with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), on July 30, 2015, and declared effective on December 21, 2015 (the “Registration Statement”). Such advice conforms to the description of selected federal income tax consequences to holders of the Certificates that appears under the headings “Summary of Series Terms—Tax Status” and “Tax Matters” in the Preliminary Prospectus. Such description does not purport to discuss all possible income tax ramifications of the proposed issuance, but with respect to those tax consequences which are discussed, in our opinion the description is accurate in all material respects, and we hereby confirm and adopt as our opinion the opinions set forth therein.
American Express Receivables Financing Corporation III LLC
American Express Receivables Financing Corporation IV LLC
April 19, 2017
Page 2
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name wherever appearing in the Preliminary Prospectus contained therein. In giving such consent, we do not consider that we are “experts,” within the meaning of the term as used in the Act or the rules and regulations of the Securities and Exchange Commission issued thereunder, with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise.
Very truly yours,
/s/ Orrick, Herrington & Sutcliffe LLP
ORRICK, HERRINGTON & SUTCLIFFE LLP