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): February 21, 2013
DISCOVER FINANCIAL SERVICES
(Exact name of registrant as specified in its charter)
Commission File Number: 001-33378
| Delaware | 36-2517428 | |
| (State or other jurisdiction of incorporation) |
(IRS Employer Identification No.) |
2500 Lake Cook Road, Riverwoods, Illinois 60015
(Address of principal executive offices, including zip code)
(224) 405-0900
(Registrant’s 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:
| ¨ | 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)) |
| Item 2.03. | Creation of a Direct Financial Obligation of a Registrant or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On February 21, 2013, Discover Bank (the “Bank”), a wholly-owned subsidiary of Discover Financial Services (the “Company”), issued and sold $750,000,000 aggregate principal amount of its 2.000% Notes due February 21, 2018 (the “Notes”). The Notes were issued pursuant to a Fiscal and Paying Agency Agreement, dated February 21, 2013 (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 Bank’s other affiliates.
The Notes will bear interest semi-annually at the rate of 2.000% per annum from February 21, 2013 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. The Notes will be payable semi-annually in arrears on February 21 and August 21 of each year, commencing August 21, 2013, and on the date of maturity (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 as Exhibit 4.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 4.1 | Fiscal and Paying Agency Agreement, dated February 21, 2013, between Discover Bank, as issuer, and U.S. Bank National Association, as fiscal and paying agent. | |
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.
| DISCOVER FINANCIAL SERVICES | ||||
| Dated: February 21, 2013 | By: | /s/ D. Christopher Greene | ||
| Name: D. Christopher Greene | ||||
| Title: Vice President, Deputy General Counsel and Assistant Secretary | ||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 4.1 | Fiscal and Paying Agency Agreement, dated February 21, 2013, between Discover Bank, as issuer, and U.S. Bank National Association, as fiscal and paying agent | |