07/17/2025 | Press release | Distributed by Public on 07/17/2025 04:03
Item 8.01. |
Other Events. |
On July 15, 2025, American Express Receivables Financing Corporation III LLC (the "Transferor") and American Express National Bank ("AENB") entered into an Underwriting Agreement (the "Series 2025-4 Underwriting Agreement") with Barclays Capital Inc., Mizuho Securities USA LLC, RBC Capital Markets, LLC and TD Securities (USA) LLC, as representatives of the several underwriters (collectively, the "Representatives"), with respect to the issuance and sale of Class A 4.30% Asset Backed Certificates, Series 2025-4 (the "Series 2025-4 Class A Certificates"), expected to be issued by the American Express Credit Account Master Trust (the "Trust") on or about July 22, 2025 (the "Closing Date"). The Series 2025-4 Underwriting Agreement is attached hereto as Exhibit 1.1. |
On July 15, 2025, the Transferor and AENB entered into an Underwriting Agreement (the "Series 2025-5 Underwriting Agreement") with the Representatives with respect to the issuance and sale of Class A 4.51% Asset Backed Certificates, Series 2025-5 (the "Series 2025-5 Class A Certificates" and, together with the Series 2025-4 Class A Certificates, the "Class A Certificates"), expected to be issued by the Trust on the Closing Date. The Series 2025-5 Underwriting Agreement is attached hereto as Exhibit 1.2. |
The Trust is also expected to issue Class B 4.69% Asset Backed Certificates, Series 2025-4 (the "Series 2025-4 Class B Certificates") and Class B 4.90% Asset Backed Certificates, Series 2025-5 (the "Series 2025-5 Class B Certificates" and, together with the Series 2025-4 Class B Certificates and the Class A Certificates, the "Certificates") on the Closing Date, which will be purchased directly by the Transferor or an affiliate of the Transferor. |
On the Closing Date, the Trust will supplement its Fourth Amended and Restated Pooling and Servicing Agreement, dated as of April 1, 2018, as amended from time to time (the "Pooling and Servicing Agreement"), with its Series 2025-4 Supplement, to be dated as of the Closing Date (the "Series 2025-4 Supplement"), and its Series 2025-5 Supplement, to be dated as of the Closing Date (the "Series 2025-5 Supplement"). Unexecuted copies of the Series 2025-4 Supplement and the Series 2025-5 Supplement are attached hereto as Exhibit 4.1 and Exhibit 4.2, respectively. |
In connection with the offering of the Class A Certificates, the chief executive officer of the Transferor has made the certifications required by Paragraph I.B.1(a) of Form SF-3, attached hereto as Exhibit 36.1 (with respect to Series 2025-4) and Exhibit 36.2 (with respect to Series 2025-5). The certifications are being filed as exhibits to this Report to satisfy the requirements of Item 601(b)(36) of Regulation S-K. |
Copies of the opinions of Orrick, Herrington & Sutcliffe LLP with respect to legality of the Class A 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 attached hereto as Exhibits 5.1, 8.1, 23.1 and 23.2 (with respect to Series 2025-4) and Exhibits 5.2, 8.2, 23.3 and 23.4 (with respect to Series 2025-5). |