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 22, 2017
CITIBANK CREDIT CARD ISSUANCE TRUST
(Issuing Entity in respect of the Notes)
(Exact name of issuing entity as specified in its charter)
DELAWARE | 333-208054 | NOT APPLICABLE | 0001108348 | |||
(State or other jurisdiction of incorporation or organization) | (Commission file number) |
(I.R.S. Employer Identification No.) |
(Central Index Key Number) |
CITIBANK CREDIT CARD MASTER TRUST I
(Issuing Entity in respect of the Collateral Certificate)
(Exact name of issuing entity as specified in its charter)
NEW YORK | 333-208054-01 | NOT APPLICABLE | 0000921864 | |||
(State or other jurisdiction of incorporation or organization) | (Commission file number) |
(I.R.S. Employer Identification No.) |
(Central Index Key Number) |
CITIBANK, N.A.
(Exact name of depositor and sponsor as specified in its charter)
UNITED STATES OF AMERICA | 333-208054-02 | 13-5266470 | 0001522616 | |||
(State or other jurisdiction of incorporation or organization) | (Commission file number) |
(I.R.S. Employer Identification No.) |
(Central Index Key Number) |
388 Greenwich Street New York, New York |
10013 | |
(Address of principal executive offices of depositor and sponsor) | (Zip Code) |
Registrants telephone number, including area code: (212) 559-1000
(Former name or former address, if changed since last report): Not Applicable
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 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. ☐
Item 8.01 | Other Events. |
On May 22, 2017, Citibank Credit Card Issuance Trust issued additional Notes of the Citiseries subclass entitled 1.92% Class 2017-A3 Notes of April 2020 (Legal Maturity Date April 2022) in the principal amount of $800,000,000. The terms of the additional Class 2017-A3 Notes are set forth in the Terms Document dated May 22, 2017, and attached hereto as Exhibit 4.1. On May 22, 2017, Christopher R. Becker, Esq., Associate General Counsel Capital Markets of Citigroup Inc., delivered a legality opinion with respect to the additional Class 2017-A3 Notes and Cravath, Swaine & Moore LLP delivered a tax opinion with respect to the additional Class 2017-A3 Notes. The legality and tax opinions are attached hereto as Exhibit 5.1 and Exhibit 8.1, respectively.
Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Second Amended and Restated Indenture dated as of September 26, 2000, as amended and restated as of August 9, 2011, and as further amended and restated as of November 10, 2016, between Citibank Credit Card Issuance Trust and Deutsche Bank Trust Company Americas, as Trustee.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits. |
The following exhibits are filed herewith:
Exhibit 4.1 | Terms Document dated May 22, 2017, with respect to the additional Class 2017-A3 Notes (including the form of note attached as Exhibit A thereto) | |
Exhibit 5.1 | Opinion of Christopher R. Becker, Esq., Associate General Counsel Capital Markets of Citigroup Inc., with respect to legality of the additional Class 2017-A3 Notes | |
Exhibit 8.1 | Opinion of Cravath, Swaine & Moore LLP with respect to tax matters concerning the additional Class 2017-A3 Notes | |
Exhibit 23.1 | Consent of Christopher R. Becker, Esq., Associate General Counsel Capital Markets of Citigroup Inc. (included in Exhibit 5.1) | |
Exhibit 23.2 | Consent of Cravath, Swaine & Moore LLP (included in Exhibit 8.1) |
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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.
CITIBANK, N.A., as Depositor of Citibank Credit Card Issuance Trust and Citibank Credit Card Master Trust I | ||
(Registrant) | ||
By: /s/ Douglas C. Morrison | ||
Douglas C. Morrison | ||
Vice President |
Dated: May 22, 2017
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EXHIBIT INDEX
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Exhibit 4.1
CITIBANK CREDIT CARD ISSUANCE TRUST
Citiseries
Class 2017-A3 Notes
(Additional Issuance of May 22, 2017)
Issuer Certificate
Pursuant to Sections 202 and 301(h) of the Indenture
Reference is made to the Second Amended and Restated Indenture dated as of September 26, 2000, as amended and restated as of August 9, 2011, and as further amended and restated as of November 10, 2016, between Citibank Credit Card Issuance Trust (the Issuer) and Deutsche Bank Trust Company Americas, as trustee (as so further amended and restated, the Indenture). Capitalized terms used herein that are not otherwise defined have the meanings set forth in the Indenture. All references herein to designated Sections are to the designated Sections of the Indenture.
Section 301(h) provides that the Issuer may from time to time create a tranche of Notes either by or pursuant to an Issuer Certificate setting forth the principal terms thereof. Pursuant to an Issuer Certificate dated April 11, 2017, a tranche of Notes of the Citiseries designated Class 2017-A3 was established, of which $1,900,000,000 Outstanding Dollar Principal Amount is Outstanding (the Outstanding 2017-A3 Notes). This Issuer Certificate relates to additional Notes of Class 2017-A3 (hereinafter, the New Class 2017-A3 Notes, and together with the Outstanding Class 2017-A3 Notes, the Class 2017-A3 Notes) having the following terms:
Series Designation: Citiseries. This series is included in Group 1.
Tranche Designation: $2,700,000,000 1.92% Class 2017-A3 Notes of April 2020 (Legal Maturity Date April 2022)
Currency: The New Class 2017-A3 Notes will be payable, and denominated, in Dollars.
Denominations: The New Class 2017-A3 Notes will be issuable in minimum denominations of $100,000 and multiples of $1,000 in excess of that amount.
Issuance Date: May 22, 2017
Initial Principal Amount: $800,000,000
Issue Price: 100.267% plus interest accrued from April 11, 2017 to the Issuance Date.
Interest Rate: 1.92% per annum, calculated on the basis of a 360 day year of twelve 30 day months.
Additional Deposit to Interest Funding sub-Account: On the Issuance Date of the New Class 2017-A3 Notes, the Issuer will make or cause to be made a deposit to the Interest Funding sub-
Account for the Class 2017-A3 Notes from the proceeds to the Issuer from the issuance of the New Class 2017-A3 Notes in an amount equal to $1,749,333.33. This amount will not be subject to reallocation pursuant to Section 505. Notwithstanding any provision in the Indenture to the contrary, the deposit targeted to be made to the Interest Funding sub-Account for the Class 2017-A3 Notes with respect to the New Class 2017-A3 Notes on the June 7, 2017 Interest Deposit Date will be in an amount equal to $640,000.00, for an aggregate amount on deposit of $2,389,333.33.
Scheduled Interest Payment Dates: The 7th day of each April and October, beginning October 2017.
Each payment of interest on the New Class 2017-A3 Notes will include all interest accrued from and including the preceding Interest Payment Date or, for the first interest period, from and including April 11, 2017 to and including the day preceding the current Interest Payment Date, plus any interest accrued but not previously paid.
Expected Principal Payment Date: April 7, 2020
Legal Maturity Date: April 7, 2022
Monthly Principal Date: For the month in which the Expected Principal Payment Date occurs, April 7, 2020, and for each other month, the 7th day of such month, or if such day is not a Business Day, the next following Business Day.
Required Subordinated Amount of Class B Notes: $47,863,280.00
Required Subordinated Amount of Class C Notes: $63,817,680.00
Controlled Accumulation Amount: $66,666,666.67
Form of Notes: The New Class 2017-A3 Notes will be issued as Global Notes. The Global Notes will initially be registered in the name of Cede & Co., as nominee of The Depository Trust Company, and will be exchangeable for individual Notes only in accordance with the provisions of Section 204(c).
Additional Issuances of Class 2017-A3 Notes: The Issuer may at any time and from time to time issue additional Class 2017-A3 Notes, subject to the satisfaction of (i) the conditions precedent set forth in Section 311(a) and (ii) the following conditions:
(a) | The Issuer has obtained written confirmation from each Rating Agency that there will be no Ratings Effect with respect to the then outstanding Class 2017-A3 Notes as a result of the issuance of such additional Class 2017-A3 Notes; |
(b) | As of the date of issuance of the additional Class 2017-A3 Notes, all amounts due and owing to the Holders of the then outstanding Class 2017-A3 Notes have been paid and there is no Nominal Liquidation Amount Deficit with respect to the then outstanding Class 2017-A3 Notes; |
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(c) | The additional Class 2017-A3 Notes will be fungible with the original Class 2017-A3 Notes for federal income tax purposes; |
(d) | If Holders of the then outstanding Class 2017-A3 Notes have the benefit of a Derivative Agreement, the Issuer will have obtained a Derivative Agreement for the benefit of the Holders of the additional Class 2017-A3 Notes; and |
(e) | The ratio of the Controlled Accumulation Amount to the Initial Dollar Principal Amount of the Class 2017-A3 Notes, including the additional Class 2017-A3 Notes, will be equal to the ratio of the Controlled Accumulation Amount (before giving effect to the additional issuance) to the Initial Dollar Principal Amount of the Class 2017-A3 Notes, excluding the additional Class 2017-A3 Notes. |
As of the date of issuance of additional Class 2017-A3 Notes, the Outstanding Dollar Principal Amount and Nominal Liquidation Amount of the Class 2017-A3 Notes will be increased to reflect the Initial Dollar Principal Amount of the additional Class 2017-A3 Notes.
Any outstanding Class 2017-A3 Notes and any additional Class 2017-A3 Notes will be equally and ratably entitled to the benefits of the Indenture without preference, priority or distinction.
Optional Redemption Provisions other than Section 1202 Clean-Up Call: None
Additional Early Redemption Events or changes to Early Redemption Events: None
Additional Events of Default or changes to Events of Default: None
Business Day: means any day other than (a) a Saturday or Sunday or (b) any other day on which national banking associations or state banking institutions in New York, New York or South Dakota, or any other state in which the principal executive offices of any Additional Seller are located, are authorized or obligated by law, executive order or governmental decree to be closed.
Securities Exchange Listing: None
Provisions Relating to Issuance of New Class 2017-A3 Notes: The New Class 2017-A3 Notes are part of the Class 2017-A3 Notes, and the Outstanding Class 2017-A3 Notes and the New Class 2017-A3 Notes together constitute a single tranche of Class 2017-A3 Notes and will be equally and ratably entitled to the benefits of the Indenture without preference, priority or distinction. The New Class 2017-A3 Notes are fungible with the Outstanding Class 2017-A3 Notes and are intended to trade interchangeably with the Outstanding Class 2017-A3 Notes.
The Initial Dollar Principal Amount of the New Class 2017-A3 Notes is $800,000,000, and, after giving effect to the issuance of the New Class 2017-A3 Notes, the Initial Dollar Principal Amount of the Class 2017-A3 Notes will be the sum of the Initial Dollar Principal Amounts of the Outstanding Class 2017-A3 Notes and the New Class 2017-A3 Notes.
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The Nominal Liquidation Amount of the New Class 2017-A3 Notes is $800,000,000, and, after giving effect to the issuance of the New Class 2017-A3 Notes, the Nominal Liquidation Amount of the Class 2017-A3 Notes will be the sum of the Nominal Liquidation Amounts of the Outstanding Class 2017-A3 Notes and the New Class 2017-A3 Notes.
The Controlled Accumulation Amount of the New Class 2017-A3 Notes is $66,666,666.67, and, after giving effect to the issuance of the New Class 2017-A3 Notes, the Controlled Accumulation Amount of the Class 2017-A3 Notes will be the sum of the Controlled Accumulation Amounts of the Outstanding Class 2017-A3 Notes and the New Class 2017-A3 Notes.
The Required Subordinated Amount of Class B Notes for the New Class 2017-A3 Notes is $47,863,280.00, and, after giving effect to the issuance of the New Class 2017-A3 Notes, the Required Subordinated Amount of Class B Notes for the Class 2017-A3 Notes will be the sum of the Required Subordinated Amounts of Class B Notes for the Outstanding Class 2017-A3 Notes and the New Class 2017-A3 Notes. The Required Subordinated Amount of Class C Notes for the New Class 2017-A3 Notes is $63,817,680.00, and, after giving effect to the issuance of the New Class 2017-A3 Notes, the Required Subordinated Amount of Class C Notes for the Class 2017-A3 Notes will be the sum of the Required Subordinated Amounts of Class C Notes for the Outstanding Class 2017-A3 Notes and the New Class 2017-A3 Notes.
This Issuer Certificate and the Issuer Certificate relating to the Outstanding Class 2017-A3 Notes together constitute the terms document for the Class 2017-A3 Notes.
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The New Class 2017-A3 Notes shall have such other terms as are set forth in the form of Note attached hereto as Exhibit A. Pursuant to Section 202, the form of Note attached hereto has been approved by the Issuer.
CITIBANK CREDIT CARD ISSUANCE TRUST | ||
By | Citibank, N.A., | |
as Managing Beneficiary | ||
/s/ Douglas C. Morrison | ||
Douglas C. Morrison | ||
Vice President |
Dated: May 22, 2017
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Citiseries
Class 2017-A3 Notes
(Additional Issuance of May 22, 2017)
Reference is made to the resolutions adopted by the Board of Directors of Citibank, N.A. on January 25, 2017. The resolutions authorize Citibank, N.A. from time to time to issue and sell, or to arrange for or participate in the issuance and sale of, one or more series and/or classes of pass-through certificates, participation certificates, commercial paper, notes, bonds or other securities representing ownership interests in, or backed or secured by, pools of credit card receivables or interests therein (the Receivables) in an aggregate principal amount such that up to $45,000,000,000 of such certificates, commercial paper, notes, bonds or other securities are outstanding at any one time and to sell, transfer, convey, assign or pledge or grant a security interest in all or any portion of its Receivables to Citibank Credit Card Master Trust I, Citibank Omni Trust or any direct or indirect subsidiaries of Citibank, N.A., affiliates of Citigroup Inc., additional trusts or other entities or trustees in connection therewith on such terms as to be determined by the Citibank, N.A. Securitization Pricing and Loan Committee (the Pricing and Loan Committee).
The undersigned, a duly authorized member of the Pricing and Loan Committee, on behalf of such Pricing and Loan Committee, does hereby certify that the preceding Issuer Certificate, the terms of the New Class of 2017-A3 Notes set forth in and to be created by the Issuer Certificate and the increase in the Invested Amount of the Collateral Certificate resulting from the issuance of such Notes have been approved by such Pricing and Loan Committee. In addition, the following underwriting/selling agent terms with respect to the New Class 2017-A3 Notes have been approved by the Pricing and Loan Committee:
Issue Price: 100.267% plus interest accrued from April 11, 2017 to the Issuance Date
Underwriting Commission: 0.2500%
Proceeds to Issuer: 100.017% plus interest accrued from April 11, 2017 to the Issuance Date
Representative of the Underwriters: Citigroup Global Markets Inc.
The preceding Issuer Certificate and this certification of Pricing and Loan Committee approval shall be, continuously from the time of their execution, official records of Citibank, N.A.
/s/ Douglas C. Morrison
Douglas C. Morrison
Member of the Securitization Pricing and Loan Committee
Citibank, N.A.
Dated: May 22, 2017
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Exhibit A
FORM OF
CITISERIES
1.92% CLASS 2017-A3 NOTES OF APRIL 2020
(Legal Maturity Date April 2022)
$[ ],000,000 | REGISTERED | |||||||
CUSIP No. 17305E GB5 | No. R-[5][6] |
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (DTC), TO THE
ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN AND IN THE
INDENTURE REFERRED TO BELOW. ACCORDINGLY, THE OUTSTANDING
PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE
AMOUNT SHOWN ON THE FACE HEREOF.
CITIBANK CREDIT CARD ISSUANCE TRUST
CITISERIES
1.92% CLASS 2017-A3 NOTES OF APRIL 2020
(Legal Maturity Date April 2022)
CITIBANK CREDIT CARD ISSUANCE TRUST, a trust formed and existing under the laws of the State of Delaware (including any successor, the Issuer), for value received, hereby promises to pay to CEDE & CO., or its registered assigns, the principal amount of [ ] HUNDRED MILLION DOLLARS ($[ ],000,000). The Expected Principal Payment Date for this Note is April 7, 2020. The Legal Maturity Date for this Note is April 7, 2022.
The Issuer hereby promises to pay interest on this Note on the 7th day of each April and October, beginning October 2017, until the principal of this Note is paid or made available for payment, subject to certain limitations set forth in the Indenture. Interest will accrue on the outstanding principal amount of this Note for each interest period in an amount equal to the product of (i) the
number of days in the interest period computed on the basis of a 360-day year of twelve 30-day months, (ii) a rate per annum equal to the Class 2017-A3 Note Rate for such interest period, and (iii) the outstanding principal amount of this Note as of the preceding Interest Payment Date (after giving effect to any payments of principal made on the preceding Interest Payment Date) or, with respect to the first Interest Payment Date, the initial principal amount of this Note. The Class 2017-A3 Note Rate will be determined as provided in the Indenture.
If any Interest Payment Date or Principal Payment Date of this Note falls on a day that is not a Business Day, the required payment of interest or principal will be made on the following Business Day.
This Note is one of the Citiseries, Class 2017-A3 Notes issued pursuant to the Second Amended and Restated Indenture dated as of September 26, 2000, as amended and restated as of August 9, 2011, and as further amended and restated as of November 10, 2016 (as so further amended and restated and otherwise modified from time to time, the Indenture), between the Issuer and Deutsche Bank Trust Company Americas, as Trustee. For purposes of this Note, the term Indenture includes any supplemental indenture or Issuer Certificate relating to the Citiseries, Class 2017-A3 Notes. This Note is subject to all of the terms of the Indenture. All terms used in this Note that are not otherwise defined herein and that are defined in the Indenture will have the meanings assigned to them therein.
The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.
Reference is made to the further provisions of this Note set forth on the reverse hereof, which will have the same effect as though fully set forth on the face of this Note.
Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Note will not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by an Issuer Authorized Officer.
CITIBANK CREDIT CARD ISSUANCE TRUST | ||||
By: | CITIBANK, N.A., | |||
as Managing Beneficiary of | ||||
Citibank Credit Card Issuance Trust |
By: |
| |||
Douglas C. Morrison | ||||
Vice President |
Dated: May 22, 2017
TRUSTEES CERTIFICATE OF AUTHENTICATION
This is one of the Notes designated above and referred to in the within mentioned Indenture.
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee under the Indenture | ||
By: | ||
Authorized Signatory |
Dated: May 22, 2017
REVERSE OF NOTE
This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Citiseries 1.92% Class 2017-A3 Notes of April 2020 (Legal Maturity Date April 2022) (herein called the Notes), all issued under an Indenture, to which Indenture reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Trustee and the Holders of the Notes.
This Note ranks pari passu with all other Class A Notes of the same series, as set forth in the Indenture. This Note is secured to the extent, and by the collateral, described in the Indenture.
The Issuer will pay interest on overdue interest as set forth in the Indenture to the extent lawful.
Each Holder by acceptance of this Note, and each owner of a beneficial interest in this Note by acceptance of a beneficial interest in this Note, agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer or the Trustee on the Notes, against the Issuer, the Issuer Trustee, Citibank, N.A., the Trustee or any affiliate, officer, employee or director of any of them, and the obligation of the Issuer to pay principal of or interest on this Note or any other amount payable to the Holder of this Note will be subject to Article V of the Indenture.
Each Holder by acceptance of this Note, and each owner of a beneficial interest in this Note by acceptance of a beneficial interest in this Note, in each case other than Citibank, N.A. as Holder or owner, agrees that this Note is intended to be debt of Citibank, N.A. for federal, state and local income and franchise tax purposes, and agrees to treat this Note accordingly for all such purposes, unless otherwise required by a taxing authority.
Each Holder by acceptance of this Note, and each owner of a beneficial interest in this Note by acceptance of a beneficial interest in this Note, agrees that it will not at any time institute against the Issuer, or join in any institution against the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to this Note, the Indenture or any Derivative Agreement.
This Note and the Indenture will be construed in accordance with and governed by the laws of the State of New York.
Certain amendments may be made to the Indenture without the consent of the Holder of this Note. This Note must be surrendered for final payment of principal and interest.
ASSIGNMENT
Social Security or taxpayer I.D. or other identifying number of assignee:
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
|
|
(name and address of assignee)
the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints , attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.
Dated: |
|
|
* | |||||
Signature Guaranteed: |
* | NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular without alteration, enlargement or any change whatsoever. |
Exhibit 5.1
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Citigroup Inc. One Court Square, 45th Floor Long Island City, New York 11120 | |
May 22, 2017 |
Citibank, N.A.
388 Greenwich Street
New York, NY 10013
Ladies and Gentlemen:
I am an Associate General Counsel Capital Markets of Citigroup Inc. and, in such capacity, I have acted as counsel to Citibank, N.A. in connection with the issuance and sale of $800,000,000 aggregate principal amount of Citiseries 1.92% Class 2017-A3 Notes of April 2020 (Legal Maturity Date April 2022) (the Notes) by Citibank Credit Card Issuance Trust (the Issuance Trust). The Notes will be issued pursuant to the Second Amended and Restated Indenture dated as of September 26, 2000, as amended and restated as of August 9, 2011, and as further amended and restated as of November 10, 2016, between the Issuance Trust and Deutsche Bank Trust Company Americas, as Trustee and an Issuer Certificate, dated as of May 22, 2017, relating to the Notes (the Terms Document and together, the Indenture). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in or pursuant to the Indenture.
I have examined and relied upon the following: signed copies of the Indenture and the Registration Statement on Form SF-3 (Registration No. 333-208054), as amended (the Registration Statement), for the registration of the Collateral Certificate and the Notes under the Securities Act of 1933, as amended (the Act); the prospectus dated May 15, 2017 relating to the Notes (the Prospectus); a specimen of the Notes, and originals, or copies certified or otherwise identified to my satisfaction, of such corporate records of Citibank, N.A. and the Issuance Trust, and such other certificates or documents as I have deemed appropriate as a basis for the opinion expressed below. In such examination, I have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as certified or photostatic copies and the authenticity of the originals of such copies.
Based upon and subject to the foregoing, I am of the opinion that when the Notes have been duly executed, authenticated and delivered in accordance with the terms of the Indenture, and issued and sold in the manner described in the Prospectus, the Notes will be legally issued, fully paid, non-assessable and binding obligations of the Issuance Trust, and the holders of the Notes will be entitled to the benefits of the Indenture.
Citibank, N.A.
Citiseries Class 2017-A3
May 22, 2017
Page 2
The foregoing opinion is subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting creditors rights generally from time to time in effect and subject to general principles of equity, regardless of whether such is considered in a proceeding in equity or at law.
My opinion is limited to matters governed by the federal laws of the United States of America, the laws of the State of New York and the General Corporation Law of the State of Delaware.
I consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to a Current Report on Form 8-K for incorporation into the Registration Statement and to the reference to my name in the Prospectus constituting a part of such Registration Statement under the heading Legal Matters. In giving such consent, I do not thereby admit that I come within the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Christopher R. Becker
Christopher R. Becker
Associate General Counsel
Capital Markets of Citigroup Inc.
Exhibit 8.1
[Letterhead of]
CRAVATH, SWAINE & MOORE LLP
[New York Office]
May 22, 2017
Citibank Credit Card Issuance Trust
$800,000,000 1.92% Class 2017-A3 Notes
of April 2020
(Legal Maturity Date April 2022)
Citiseries
Ladies and Gentlemen:
We have acted as special Federal tax counsel for Citibank, N.A. in connection with the issuance and sale of the above-captioned notes (the Notes) of the Citiseries. The Notes will be issued pursuant to the Second Amended and Restated Indenture dated as of September 26, 2000, as amended and restated as of August 9, 2011, and as further amended and restated as of November 10, 2016 (the Indenture), between Citibank Credit Card Issuance Trust, as Issuer, and Deutsche Bank Trust Company Americas, as Trustee, and the Issuer Certificate, dated as of the date hereof, relating to the Notes (the Terms Document). Capitalized terms not otherwise defined herein are used as defined in the Indenture and the Terms Document.
In that connection, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary or appropriate for the purposes of this opinion, including (a) the Pooling and Servicing Agreement and the Series 2000 Supplement thereto, (b) the Indenture, (c) the Terms Document, (d) the Registration Statement on Form SF-3 (Registration No. 333-208054), as amended, for the registration of the Collateral Certificate and the Notes under the Securities Act, (e) the prospectus dated May 15, 2017, relating to the Notes (the Prospectus), and (f) a specimen of the Notes.
Based upon the foregoing, we hereby confirm that the statements set forth in the Prospectus under the heading Tax Matters accurately describe the material Federal income tax consequences to holders of the Notes, and we hereby adopt and confirm the opinions set forth therein.
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We know that we are referred to under the headings Prospectus SummaryTax Status, Tax MattersTax Characterization of the Notes and Legal Matters in the Prospectus, and we hereby consent to such use of our name therein and to the use of this opinion for filing as an exhibit to a Current Report on Form 8-K for incorporation into the Registration Statement.
Very Truly Yours,
/s/ Cravath, Swaine & Moore LLP
Citibank, N.A.
388 Greenwich Street
New York, NY 10013
O