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DFS > SEC Filings for DFS > Form 8-K on 21-Nov-2012All Recent SEC Filings




Creation of a Direct Financial Obligation or an Obligation under an O

Item 2.03. Creation of a Direct Financial Obligation of a Registrant.

On November 21, 2012, Discover Financial Services (the "Registrant") issued $500,000,000 aggregate principal amount of 3.850% Senior Notes Due 2022 (the "DFS Notes") in connection with the expiration of the previously announced private exchange offer of its wholly-owned subsidiary Discover Bank ("Discover Bank") (the "Exchange Offer"). The DFS Notes were issued pursuant to a Senior Indenture, dated as of June 12, 2007, between the Registrant and U.S. Bank National Association, as trustee.

The DFS Notes will bear interest semiannually at a rate of 3.850% per annum and will be redeemable, in whole or in part, at the Registrant's option, at any time and from time to time, at a redemption price payable in cash equal to the greater of: (i) 100% of the principal amount of the DFS Notes being redeemed and
(ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at a specified rate, plus in each case accrued and unpaid interest, if any, to, but not including, the redemption date. The form of Rule 144A Global Note and the form of Regulation S Global Note are attached hereto as Exhibits 4.1 and 4.2, respectively, and are incorporated herein by reference.

In connection with the issuance of the DFS Notes, the Registrant entered into a Registration Rights Agreement (the "Registration Rights Agreement") with the dealer managers named therein, dated November 21, 2012, which will give holders of the DFS Notes certain exchange and registration rights with respect to the DFS Notes. A copy of the Registration Rights Agreement is attached hereto as Exhibit 4.3 and is incorporated herein by reference.

Item 8.01. Other Events.

On November 19, 2012, Discover Bank issued a press release announcing the final results of its Exchange Offer. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 Exhibit No.   Description

 4.1           Form of 3.850% Rule 144A Global Note Due 2022

 4.2           Form of 3.850% Regulation S Global Note Due 2022

 4.3           Registration Rights Agreement, dated November 21, 2012

 99.1          Discover Financial Services Press Release dated November 19, 2012

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