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 17, 2013
AMERICAN EXPRESS
RECEIVABLES
FINANCING
CORPORATION VIII LLC
on behalf of
AMERICAN EXPRESS
ISSUANCE TRUST II
(as Depositor of the American Express Issuance Trust II)
(Exact Name of registrant as Specified in Charter)
| Delaware | 333-185503 333-185503-01 |
46-0795019 | ||
| (State or Other Jurisdiction of Incorporation or Organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
200 Vesey Street
31st Floor, Room 507C
New York, New York 10285
(212) 640-2000
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant’s Principal Executive Offices)
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.
| ¨ | 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)) |
INFORMATION TO BE INCLUDED IN THE REPORT
| Item 8.01. | Other Events. |
On September 24, 2013, American Express Issuance Trust II expects to issue Class A Floating Rate Asset Backed Notes, Series 2013-2, Class B Floating Rate Asset Backed Notes, Series 2013-2 and Class C Floating Rate Asset Backed Notes, Series 2013-2 (the “Series 2013-2 Notes”).
A copy of the opinion of Orrick, Herrington & Sutcliffe LLP with respect to legality of the Series 2013-2 Notes and a copy of the opinion of Orrick, Herrington & Sutcliffe LLP with respect to 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. | Financial Statements and Exhibits. |
| (a) | Not applicable |
| (b) | Not applicable |
| (c) | Not applicable |
| (d) | Exhibits: The following are filed as Exhibits to this Report: |
| Exhibit |
||
| 5.1 | Opinion of Orrick, Herrington & Sutcliffe LLP with respect to legality. | |
| 8.1 | Opinion of Orrick, Herrington & Sutcliffe LLP with respect to certain tax matters. | |
| 23.1 | Consent of Orrick, Herrington & Sutcliffe LLP (included in opinion filed as Exhibit 5.1). | |
| 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 VIII LLC, | ||
| as originator of the Trust and Co-Registrant and as Transferor on behalf of the Trust as Co-Registrant | ||
| By: |
/s/ Anderson Y. Lee | |
| Name: |
Anderson Y. Lee | |
| Title: |
Vice President and Treasurer | |
EXHIBIT INDEX
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).
Exhibit 5.1
September 17, 2013
American Express Receivables Financing Corporation VIII LLC
200 Vesey Street
31st Floor, Room 507C
New York, New York 10285
| Re: | American Express Issuance Trust II (the “Trust”) |
Class A Series 2013-2 Floating Rate Asset Backed Notes
Class B Series 2013-2 Floating Rate Asset Backed Notes
Class C Series 2013-2 Floating Rate Asset Backed Notes
Ladies and Gentlemen:
We have acted as counsel to American Express Receivables Financing Corporation VIII LLC (the “Registrant”) and have examined the Registration Statement on Form S-3 (File Nos. 333-185503 and 333-185503-01), filed by the Registrant with the Securities and Exchange Commission on December 14, 2012, and declared effective on March 6, 2013 (the “Registration Statement”), in connection with the registration under the Securities Act of 1933, as amended (the “Act”), of the Class A Series 2013-2 Floating Rate Asset Backed Notes (the “Class A Notes”), the Class B Series 2013-2 Floating Rate Asset Backed Notes (the “Class B Notes”) and the Class C Series 2013-2 Floating Rate Asset Backed Notes (the “Class C Notes” and, together with the Class A Notes and the Class B Notes, the “Notes”). The Notes will be issued pursuant to an Amended and Restated Indenture, dated as of March 12, 2013, as supplemented by the Series 2013-2 Indenture Supplement, expected to be dated as September 24, 2013 (together, the “Indenture”), as more particularly described in the prospectus, dated September 16, 2013 (the “Base Prospectus”), and the preliminary prospectus supplement, dated September 16, 2013 (the “Preliminary Prospectus Supplement” and, together with the Base Prospectus, the “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 the authenticity of original documents and the genuineness of all signatures, the conformity to the originals of all documents submitted to us as copies, and 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 upon consideration of applicable law, we are of the opinion that when the Notes have been duly executed and delivered in accordance with the Indenture and sold, the Notes will be legally issued, fully paid, non-assessable and binding obligations of the Trust, and the holders of the Notes will be entitled to the benefits of the Indenture, except as enforcement
thereof may be limited by applicable bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium, or other laws relating to or affecting the rights of creditors generally and general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing, and the possible unavailability of specific performance or injunctive relief, regardless of whether such enforceability is considered in a proceeding in equity or at law.
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 Prospectus contained therein. 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 |
2
Exhibit 8.1
September 17, 2013
American Express Receivables Financing Corporation VIII LLC
200 Vesey Street
31st Floor, Room 507C
New York, New York 10285
| Re: | American Express Issuance Trust II |
Class A Series 2013-2 Floating Rate Asset Backed Notes
Class B Series 2013-2 Floating Rate Asset Backed Notes
Class C Series 2013-2 Floating Rate Asset Backed Notes
Ladies and Gentlemen:
We have advised American Express Receivables Financing Corporation VIII LLC (the “Registrant”) with respect to certain federal income tax aspects of the issuance by the Registrant of the Class A Series 2013-2 Floating Rate Asset Backed Notes (the “Class A Notes”), the Class B Series 2013-2 Floating Rate Asset Backed Notes (the “Class B Notes”) and the Class C Series 2013-2 Floating Rate Asset Backed Notes (the “Class C Notes” and, together with the Class A Notes and the Class B Notes, the “Notes”). The Notes will be issued pursuant to an Amended and Restated Indenture, dated as of March 12, 2013, as supplemented by the Series 2013-2 Indenture Supplement, expected to be dated as of September 24, 2013, as more particularly described in the prospectus, dated September 16, 2013 (the “Base Prospectus”), and the preliminary prospectus supplement, dated September 16, 2013 (the “Preliminary Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”), relating to such series, each forming a part of the Registration Statement on Form S-3 (File Nos. 333-185503 and 333-185503-01) as filed by the Registrant with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), on December 14, 2012, and declared effective on March 6, 2013 (the “Registration Statement”). Such advice conforms to the description of selected federal income tax consequences to holders of the Notes that appears under the headings “Prospectus Summary—Tax Status” and “Federal Income Tax Consequences” in the Base Prospectus and “Prospectus Supplement Summary—Federal Income Tax Consequences” in the Preliminary Prospectus Supplement. 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. There can be no assurance, however, that contrary positions will not be taken by the Internal Revenue Service or that the law will not change.
This opinion letter is based on the facts and circumstances set forth in the Prospectus and in the other documents reviewed by us.
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 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 |
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