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): May 15, 2018
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) |
4315 South 2700 West, Room 1100
Mail Stop 02-01-46
Salt Lake City, Utah 84184
(801) 945-5648
(Address, Including Zip Code, and Telephone Number, Including Area Code, of the Registrant’s 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)) |
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 May 21, 2018, American Express Credit Account Master Trust expects to issue Class A 2.99% Asset Backed Certificates, Series 2018-4 and Class B 3.18% Asset Backed Certificates, Series 2018-4 (the “Series 2018-4 Certificates”). On or about May 21, 2018, American Express Credit Account Master Trust expects to issue Class A Floating Rate Asset Backed Certificates, Series 2018-5 and Class B Floating Rate Asset Backed Certificates, Series 2018-5 (the “Series 2018-5 Certificates” and, together with the Series 2018-4 Certificates, 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:
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/ Denise D. Roberts | |
| Name: | Denise D. Roberts | |
| Title: | President |
Date: May 15, 2018
EXHIBIT 5.1
May 15, 2018
American Express Receivables Financing Corporation III LLC
4315 South 2700 West, Room 1100, 02-01-46
Salt Lake City, Utah 84184
| Re: | American Express Credit Account Master Trust |
| Class A Series 2018-4 2.99% Asset Backed Certificates |
| Class B Series 2018-4 3.18% 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 (the “Transferor”), and have examined the Registration Statement on Form SF-3 (File Nos. 333-205964 and 333-205964-01), filed by the Transferor 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 2018-4 2.99% Asset Backed Certificates (the “Class A Certificates”) and the Class B Series 2018-4 3.18% Asset Backed Certificates (the “Class B Certificates” and, together with the Class A Certificates, the “Certificates”). The Certificates will be issued pursuant to a Fourth Amended and Restated Pooling and Servicing Agreement, dated as of April 1, 2018, as amended from time to time, and the Series 2018-4 Supplement, expected to be dated as of May 21, 2018 (together, the “Pooling and Servicing Agreement”), as more particularly described in the preliminary prospectus, dated May 9, 2018 (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.
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 Transferor or its creditors (other than the purchase price for the Certificates) or contributions to the Transferor or its creditors solely by reason of the holders’ ownership of the Certificates.
American Express Receivables Financing Corporation III LLC
May 15, 2018
Page 2
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 5.2
May 15, 2018
American Express Receivables Financing Corporation III LLC
4315 South 2700 West, Room 1100, 02-01-46
Salt Lake City, Utah 84184
| Re: | American Express Credit Account Master Trust |
| Class A Series 2018-5 Floating Rate Asset Backed Certificates |
| Class B Series 2018-5 Floating Rate 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 (the “Transferor”), and have examined the Registration Statement on Form SF-3 (File Nos. 333-205964 and 333-205964-01), filed by the Transferor 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 2018-5 Floating Rate Asset Backed Certificates (the “Class A Certificates”) and the Class B Series 2018-5 Floating Rate Asset Backed Certificates (the “Class B Certificates” and, together with the Class A Certificates, the “Certificates”). The Certificates will be issued pursuant to a Fourth Amended and Restated Pooling and Servicing Agreement, dated as of April 1, 2018, as amended from time to time, and the Series 2018-5 Supplement, expected to be dated as of May 21, 2018 (together, the “Pooling and Servicing Agreement”), as more particularly described in the preliminary prospectus, dated May 9, 2018 (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.
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 Transferor or its creditors (other than the purchase price for the Certificates) or contributions to the Transferor or its creditors solely by reason of the holders’ ownership of the Certificates.
American Express Receivables Financing Corporation III LLC
May 15, 2018
Page 2
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
May 15, 2018
American Express Receivables Financing Corporation III LLC
4315 South 2700 West, Room 1100, 02-01-46
Salt Lake City, Utah 84184
| Re: | American Express Credit Account Master Trust |
| Class A Series 2018-4 0.34% Asset Backed Certificates |
| Class B Series 2018-4 0.55% Asset Backed Certificates |
Ladies and Gentlemen:
We have advised American Express Receivables Financing Corporation III LLC (the “Registrant”) with respect to certain federal income tax aspects of the issuance by the Registrant of the Class A Series 2018-4 0.34% Asset Backed Certificates (the “Class A Certificates”) and the Class B Series 2018-4 0.55% Asset Backed Certificates (the “Class B Certificates” and, together with the Class A Certificates, the “Certificates”). The Certificates will be issued pursuant to a Fourth Amended and Restated Pooling and Servicing Agreement, dated as of April 1, 2018, as amended from time to time, and the Series 2018-4 Supplement, expected to be dated as of May 21, 2018, as more particularly described in the preliminary prospectus, dated May 9, 2018 (the “Preliminary Prospectus”), relating to such series, each forming a part of the Registration Statement on Form SF-3 (File Nos. 333-205964 and 333-205964-01) as filed by the Registrant 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
May 15, 2018
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 |
EXHIBIT 8.2
May 15, 2018
American Express Receivables Financing Corporation III LLC
4315 South 2700 West, Room 1100, 02-01-46
Salt Lake City, Utah 84184
| Re: | American Express Credit Account Master Trust |
| Class A Series 2018-5 Floating Rate Asset Backed Certificates |
| Class B Series 2018-5 Floating Rate Asset Backed Certificates |
Ladies and Gentlemen:
We have advised American Express Receivables Financing Corporation III LLC (the “Registrant”) with respect to certain federal income tax aspects of the issuance by the Registrant of the Class A Series 2018-5 Floating Rate Asset Backed Certificates (the “Class A Certificates”) and the Class B Series 2018-5 Floating Rate Asset Backed Certificates (the “Class B Certificates” and, together with the Class A Certificates, the “Certificates”). The Certificates will be issued pursuant to a Fourth Amended and Restated Pooling and Servicing Agreement, dated as of April 1, 2018, as amended from time to time, and the Series 2018-5 Supplement, expected to be dated as of May 21, 2018, as more particularly described in the preliminary prospectus, dated May 9, 2018 (the “Preliminary Prospectus”), relating to such series, each forming a part of the Registration Statement on Form SF-3 (File Nos. 333-205964 and 333-205964-01) as filed by the Registrant 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
May 15, 2018
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 |