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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): June 1, 2021

 

 

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))

Securities registered pursuant to Section 12(b) of the Act

 

Title of each class

 

Trading
symbol(s)

 

Name of each exchange
on which registered

Common Stock, par value $0.01 per share   DFS   New York Stock Exchange

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 7.01 Regulation FD Disclosure.

On June 1, 2021, Discover Bank (the “Bank”), a wholly-owned subsidiary of Discover Financial Services, announced a full redemption of the following outstanding notes (the “Notes”), in the aggregate principal amount of $750,000,000, issued pursuant to a Fiscal and Paying Agency Agreement dated as of August 7, 2014 (the “Fiscal and Paying Agency Agreement”) between the Bank and U.S. Bank National Association, as trustee:

 

CUSIP

  

Rate

  

Maturity

25466AAF8

   3.200%    August 9, 2021

Pursuant to the terms of the Fiscal and Paying Agency Agreement and the Notes, the Notes will be redeemed in full on July 10, 2021 (the “Redemption Date”), at a redemption price equal to the sum of 100% of the principal amount of the Notes redeemed plus accrued and unpaid interest to, but excluding, the Redemption Date. On and after the Redemption Date, interest will cease to accrue on the Notes. The Redemption Date (July 10, 2021) is not a business day and the redemption price will be paid on the next succeeding business day (July 12, 2021). No interest will accrue on the Notes for the period from and after July 10, 2021. Upon the Bank’s payment of the redemption price, all rights of holders with respect to the Notes being redeemed will terminate.

Copies of the notice of redemption can be obtained from U.S. Bank National Association by calling 1-800-934-6802.

This information is furnished pursuant to Item 7.01 of Form 8-K. The information in this report shall not be treated as filed for purposes of the Securities Exchange Act of 1934, as amended.

The furnishing of the information in this Item 7.01 is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information in this Item 7.01 is material information that is not otherwise publicly available


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: June 1, 2021     By:  

/s/ D. Christopher Greene

      Name: D. Christopher Greene
      Title: Vice President, Deputy General Counsel and Secretary