Filed Pursuant to Rule 424(b)(2)
Registration No. 333-170794
Prospectus Supplement dated December 17, 2012
(to Prospectus dated November 1, 2012)
Chase Issuance Trust
Issuing Entity
Chase Bank USA, National Association
Sponsor, Depositor, Originator, Administrator and Servicer
CHASEseries
$900,000,000 Class A(2012-10) Notes
| The issuing entity will issue and sell: | Class A(2012-10) Notes | |
Principal amount | $900,000,000 | |
Interest rate | One-month LIBOR plus 0.26% per annum | |
Interest payment dates | 15th day of each month, beginning January 15, 2013 | |
Scheduled principal payment date | December 15, 2017 | |
Legal maturity date | December 16, 2019 | |
Expected issuance date | December 21, 2012 | |
Price to public | $900,000,000 (or 100.00000%) | |
Underwriting discount | $2,475,000 (or 0.27500%) | |
Proceeds to the issuing entity | $897,525,000 (or 99.72500%) | |
The Class A(2012-10) notes are a tranche of the Class A notes of the CHASEseries.
For a description of how the interest rate for the Class A(2012-10) notes is determined see “Transaction Summary” and “Glossary” in this prospectus supplement and “Summary—Interest” in the accompanying prospectus.
The assets of the issuing entity include:
| • | Credit card receivables that arise in certain revolving credit card accounts owned by Chase Bank USA, National Association; |
| • | The collateral certificate, Series 2002-CC, issued by the First USA Credit Card Master Trust; and |
| • | The collection account, the excess funding account and any other supplemental accounts, including the interest funding account and the principal funding account. |
The assets of the issuing entity may include in the future:
| • | One or more additional collateral certificates issued by credit card master trusts or other securitization special purpose entities whose assets consist primarily of credit card receivables arising in revolving credit card accounts owned by Chase Bank USA, National Association or by one of its affiliates; and |
| • | Additional credit card receivables that arise in revolving credit card accounts owned by Chase Bank USA, National Association or by one of its affiliates. |
Enhancement for the Class A(2012-10) notes is provided in the form of outstanding subordinated notes as described in “Transaction Summary” in this prospectus supplement and in “Summary—Subordination, Credit Enhancement” in the accompanying prospectus.
Neither the SEC nor any state securities commission has approved the Class A(2012-10) notes or determined that this prospectus supplement or the accompanying prospectus is truthful, accurate or complete. Any representation to the contrary is a criminal offense.
Underwriters
| J.P. Morgan | ||||
Credit Suisse | ||||
RBS |
You should consider the discussion under “Risk Factors” beginning on page 11 of the accompanying prospectus before you purchase any notes.
The notes are obligations of the issuing entity only and are not interests in or obligations of Chase Bank USA, National Association, any of its affiliates or any other person or entity.
The notes are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality.
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i
Important Notice about Information Presented in this
Prospectus Supplement and the Accompanying Prospectus
We provide information to you about the CHASEseries notes in two separate documents that progressively provide more detail: (a) this prospectus supplement, which will describe the specific terms of the Class A(2012-10) notes and (b) the accompanying prospectus, which provides specific information about the CHASEseries notes and general information about all of the notes that may be issued by the issuing entity, some of which may not apply to the Class A(2012-10) notes, and financial and other information about the issuing entity’s assets.
This prospectus supplement may be used to offer and sell the Class A(2012-10) notes only if accompanied by the prospectus.
This prospectus supplement may supplement disclosure in the accompanying prospectus. If the terms of the Class A(2012-10) notes vary between this prospectus supplement and the accompanying prospectus, you should rely on the information in this prospectus supplement.
You should rely only on the information provided in this prospectus supplement and the accompanying prospectus including the information incorporated by reference. We have not authorized anyone to provide you with different information. We are not offering the Class A(2012-10) notes in any state where the offer is not permitted. We do not claim the accuracy of the information in this prospectus supplement or the accompanying prospectus as of any date other than the dates stated on their respective covers.
We include cross-references in this prospectus supplement and in the accompanying prospectus to captions in these materials where you can find further related discussions. The Table of Contents in this prospectus supplement and in the accompanying prospectus provide the pages on which these captions are located.
ii
Issuing Entity: | Chase Issuance Trust | |
Sponsor, Depositor, Originator, Administrator and Servicer: | Chase Bank USA, National Association or “Chase USA” | |
Owner Trustee: | Wilmington Trust Company | |
Indenture Trustee and Collateral Agent: | Wells Fargo Bank, National Association | |
Expected Issuance Date: | December 21, 2012 | |
Annual Servicing Fee: | 1.5% | |
Clearance and Settlement: | DTC/Clearstream/Euroclear | |
Trust Assets: | The First USA Master Trust collateral certificate, receivables originated in MasterCard® and VISA® accounts, including recoveries on charged-off receivables and interchange | |
Notes Offered by this Prospectus Supplement: | Class A(2012-10) | |
Principal Amount: | $900,000,000 | |
Enhancement: | subordination of the Class B notes and the Class C notes | |
Class A Required Subordinated Amount of Class C Notes: | 8.13953% of the adjusted outstanding dollar principal amount of the Class A(2012-10) notes | |
Class A Required Subordinated Amount of Class B Notes: | 8.13953% of the adjusted outstanding dollar principal amount of the Class A(2012-10) notes | |
Aggregate Outstanding Dollar Principal Amount of CHASEseries notes on Expected Issuance Date (including the Class A(2012-10) notes): | $34,032,500,000 | |
Aggregate Outstanding Dollar Principal Amount of Class A notes on Expected Issuance Date (including the Class A(2012-10) notes): | $27,250,000,000 | |
Aggregate Outstanding Dollar Principal Amount of Class B notes on Expected Issuance Date: | $3,232,500,000 | |
Aggregate Outstanding Dollar Principal Amount of Class C notes on Expected Issuance Date: | $3,550,000,000 | |
Interest Rate: | One-month LIBOR plus 0.26% per annum | |
Initial LIBOR Determination Date: | December 19, 2012* | |
Interest Accrual Method: | actual/360 | |
Interest Payment Dates: | monthly on the 15th (unless the 15th is not a business day, in which case it will be the next business day) | |
First Interest Payment Date: | January 15, 2013 | |
Scheduled Commencement of Accumulation Period: | December 1, 2016 | |
Scheduled Principal Payment Date: | December 15, 2017 | |
Legal Maturity Date: | December 16, 2019 | |
Price to Public: | $900,000,000 (or 100.00000%) | |
Underwriting Discount: | $2,475,000 (or 0.27500%) | |
Net proceeds from the sale of the Class A(2012-10) notes net of estimated expenses: | $897,305,000 (or 99.70056%) | |
CUSIP/ISIN: | 161571FT6 / US161571FT68 | |
| * | For a description of LIBOR and LIBOR Determination Date, seeGlossary on page S-4. |
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The proceeds from the sale of the Class A(2012-10) notes offered by this prospectus supplement will be used to make deposits to the Class C reserve subaccounts for outstanding Class C notes in an aggregate amount of $13,500,000 and the remaining proceeds, in the amount of $884,025,000 before deduction of issuance expenses, will be paid to Chase USA. The estimated expenses are $220,000. Therefore, the proceeds, net of the deposits to the Class C reserve subaccounts and issuance expenses, will be approximately $883,805,000. Chase USA will use the remaining net proceeds for its general corporate purposes.
S-1
Subject to the terms and conditions of the underwriting agreement for the offered notes, the issuing entity has agreed to sell to each of the underwriters named below, and each of those underwriters has severally agreed to purchase, the principal amount of the offered notes opposite its name:
Underwriters | Principal Amount | |||
J.P. Morgan Securities LLC | $ | 300,000,000 | ||
Credit Suisse Securities (USA) LLC | 300,000,000 | |||
RBS Securities Inc. | 300,000,000 | |||
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Total | $ | 900,000,000 | ||
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The several underwriters have agreed, subject to the terms and conditions of the underwriting agreement, to purchase all $900,000,000 aggregate principal amount of the offered notes if any of the offered notes are not purchased.
The underwriters have advised the issuing entity that the several underwriters propose initially to offer the offered notes to the public at the public offering price on the cover page of this prospectus supplement, and to certain dealers at that public offering price less a concession not in excess of 0.16500% of the principal amount of the offered notes. The underwriters may allow, and those dealers may reallow to other dealers, a concession not in excess of 0.08250% of the principal amount.
After the public offering, the public offering price and other selling terms may be changed by the underwriters.
Each underwriter of the offered notes has represented and agreed that:
| • | it has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 with respect to anything done by it in relation to the offered notes in, from or otherwise involving the United Kingdom; and |
| • | it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) received by it in connection with the issue or sale of any offered notes in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 does not apply to the issuing entity. |
In connection with the sale of the offered notes, the underwriters may engage in:
| • | over-allotments, in which members of the syndicate selling the offered notes sell more notes than the issuing entity actually sold to the syndicate, creating a syndicate short position; |
| • | stabilizing transactions, in which purchases and sales of the offered notes may be made by the members of the selling syndicate at prices that do not exceed a specified maximum; |
| • | syndicate covering transactions, in which members of the selling syndicate purchase the offered notes in the open market after the distribution has been completed in order to cover syndicate short positions; and |
| • | penalty bids, by which the underwriter reclaims a selling concession from a syndicate member when any of the offered notes originally sold by that syndicate member are purchased in a syndicate covering transaction to cover syndicate short positions. |
S-2
These stabilizing transactions, syndicate covering transactions and penalty bids may cause the price of the offered notes to be higher than it would otherwise be. These transactions, if commenced, may be discontinued at any time.
The issuing entity and Chase USA will, jointly and severally, indemnify the underwriters against certain liabilities, including liabilities under applicable securities laws, or contribute to payments the underwriters may be required to make in respect of those liabilities. The issuing entity’s obligation to indemnify the underwriters will be limited to available finance charge collections after making all required payments and required deposits under the indenture.
The issuing entity will receive proceeds of $897,525,000 from the sale of the offered notes. This amount represents 99.72500% of the principal amount of those notes and is net of the underwriting discount of $2,475,000. The underwriting discount represents 0.27500% of the principal amount of those notes. Deposits will be made to Class C reserve subaccounts for outstanding Class C notes in an aggregate amount of $13,500,000. The issuing entity will pay these proceeds to Chase USA which will use the proceeds as described in “Use of Proceeds” in this prospectus supplement. Additional issuance expenses are estimated to be $220,000.
J.P. Morgan Securities LLC is a wholly owned subsidiary of JPMorgan Chase & Co. and an affiliate of Chase USA and of JPMorgan Chase Bank, National Association.
S-3
This prospectus supplement uses defined terms such as those found below. You can find a listing of defined terms in the “Glossary of Defined Terms” beginning on page 149 in the accompanying prospectus.
“LIBOR” means, as of any LIBOR Determination Date, the rate for deposits in United States dollars for a one-month period which appears on Reuters Screen LIBOR01 Page or on such comparable system as is customarily used to quote LIBOR as of 11:00 a.m., London time, on that date. If this rate does not appear on Reuters Screen LIBOR01 Page or on a comparable system as is customarily used to quote LIBOR, the rate for that LIBOR Determination Date will be determined on the basis of the rates at which deposits in United States dollars are offered by four major banks selected by the beneficiary of the issuing entity at approximately 11:00 a.m., London time, on that day to prime banks in the London interbank market for a one-month period. The indenture trustee will request the principal London office of each of the banks to provide a quotation of its rate. If at least two quotations are provided, the rate for that LIBOR Determination Date will be the arithmetic mean of the quotations. If fewer than two quotations are provided, the rate for that LIBOR Determination Date will be the arithmetic mean of the rates quoted by major banks in New York City, selected by the beneficiary of the issuing entity, at approximately 11:00 a.m., New York City time, on that day for loans in United States dollars to leading European banks for a one-month period.
“LIBOR Determination Date” means (1) December 19, 2012 for the period from and including the issuance date through but excluding January 15, 2013 and (2) for each interest period thereafter, the second London Business Day prior to each interest payment date on which that interest period commences.
“London Business Day” means any Business Day on which dealings in deposits in United States dollars are transacted in the London interbank market.
S-4
Other Outstanding Classes and Tranches
The following classes and tranches of CHASEseries notes are expected to be outstanding on the issuance date. The information provided in this Annex I is an integral part of the prospectus supplement.
CHASEseries
Class A | Issuance Date | Nominal Liquidation Amount | Note Interest Rate | Scheduled Principal Payment Date | Legal Maturity Date | |||||||
Class A(2003-4) | May 22, 2003 | $ | 500,000,000 | One Month LIBOR + 0.25% | May 15, 2013 | January 15, 2016 | ||||||
Class A(2003-8) | September 16, 2003 | $ | 525,000,000 | One Month LIBOR + 0.25% | September 16, 2013 | May 16, 2016 | ||||||
Class A(2004-3) | May 12, 2004 | $ | 675,000,000 | One Month LIBOR + 0.17% | June 16, 2014 | February 15, 2017 | ||||||
Class A(2004-8) | November 4, 2004 | $ | 350,000,000 | One Month LIBOR + 0.12% | January 15, 2013 | September 15, 2015 | ||||||
Class A(2006-2) | February 22, 2006 | $ | 425,000,000 | 5.16% | February 16, 2016 | April 16, 2018 | ||||||
Class A(2006-6) | October 30, 2006 | $ | 200,000,000 | One Month LIBOR + 0.03% | October 15, 2015 | December 15, 2017 | ||||||
Class A(2006-8) | December 18, 2006 | $ | 500,000,000 | One Month LIBOR + 0.06% | December 16, 2013 | February 16, 2016 | ||||||
Class A(2007-2) | February 21, 2007 | $ | 400,000,000 | One Month LIBOR + 0.05% | February 15, 2017 | April 15, 2019 | ||||||
Class A(2007-3) | February 15, 2007 | $ | 450,000,000 | 5.23% | February 15, 2017 | April 15, 2019 | ||||||
Class A(2007-5) | April 11, 2007/ April 26, 2007/ May 22, 2007 | $ | 470,000,000 | One Month LIBOR + 0.04% | March 15, 2017 | March 15, 2019 | ||||||
Class A(2007-7) | May 9, 2007 | $ | 215,000,000 | One Month LIBOR + 0.02% | June 16, 2014 | June 15, 2017 | ||||||
Class A(2007-8) | May 30, 2007 | $ | 200,000,000 | One Month LIBOR + 0.02% | March 16, 2015 | March 15, 2017 | ||||||
Class A(2007-12) | August 1, 2007 | $ | 405,000,000 | One Month LIBOR + 0.05% | August 15, 2017 | August 15, 2019 | ||||||
Class A(2007-18) | October 31, 2007 | $ | 2,000,000,000 | One Month LIBOR + 0.26% | January 15, 2013 | January 15, 2015 | ||||||
Class A(2008-2) | February 20, 2008 | $ | 1,035,000,000 | One Month LIBOR + 0.90% | February 17, 2015 | February 15, 2017 | ||||||
Class A(2008-3) | March 17, 2008/ April 1, 2008 | $ | 910,000,000 | One Month LIBOR + 1.10% | March 17, 2014 | March 15, 2016 | ||||||
Class A(2008-4) | April 2, 2008 | $ | 830,000,000 | 4.65% | March 15, 2013 | March 16, 2015 | ||||||
Class A(2008-6) | May 15, 2008 | $ | 750,000,000 | One Month LIBOR + 1.20% | May 15, 2013 | May 15, 2015 | ||||||
Class A(2008-8) | May 16, 2008 | $ | 800,000,000 | One Month LIBOR + 1.20% | May 15, 2015 | May 15, 2017 | ||||||
Class A(2008-10) | June 13, 2008 | $ | 1,250,000,000 | One Month LIBOR + 0.75% | August 15, 2013 | August 17, 2015 | ||||||
Class A(2008-11) | July 30, 2008 | $ | 400,000,000 | 5.40% | July 15, 2013 | July 15, 2015 | ||||||
Class A(2008-12) | August 15, 2008 | $ | 570,000,000 | One Month LIBOR + 1.30% | August 15, 2013 | August 17, 2015 | ||||||
Class A(2008-13) | September 16, 2008 | $ | 565,000,000 | Three Month LIBOR + 1.50% | September 16, 2013 | September 15, 2015 | ||||||
Class A(2008-14) | September 30, 2008 | $ | 250,000,000 | One Month LIBOR + 1.60% | October 15, 2013 | October 15, 2015 | ||||||
Class A(2011-1) | April 7, 2011 | $ | 500,000,000 | One Month LIBOR + 0.19% | March 15, 2013 | March 16, 2015 | ||||||
Class A(2011-2) | June 17, 2011 | $ | 500,000,000 | One Month LIBOR + 0.09% | May 15, 2013 | May 15, 2015 | ||||||
Class A(2011-3) | December 28, 2011 | $ | 775,000,000 | One Month LIBOR + 0.12% | December 16, 2013 | December 15, 2015 | ||||||
Class A(2012-1) | May 22, 2012 | $ | 1,600,000,000 | One Month LIBOR + 0.10% | May 15, 2014 | May 16, 2016 | ||||||
Class A(2012-2) | June 5, 2012 | $ | 750,000,000 | One Month LIBOR + 0.27% | May 15, 2017 | May 15, 2019 | ||||||
Class A(2012-3) | June 18, 2012 | $ | 1,500,000,000 | 0.79% | June 15, 2015 | June 15, 2017 | ||||||
Class A(2012-4) | July 26, 2012 | $ | 1,500,000,000 | 1.58% | August 15, 2019 | August 16, 2021 | ||||||
Class A(2012-5) | September 13, 2012 | $ | 1,150,000,000 | 0.59% | August 17, 2015 | August 15, 2017 | ||||||
Class A(2012-6) | September 13, 2012 | $ | 700,000,000 | One Month LIBOR + 0.13% | August 17, 2015 | August 15, 2017 | ||||||
Class A(2012-7) | October 9, 2012 | $ | 750,000,000 | 2.16% | September 15, 2022 | September 16, 2024 | ||||||
Class A(2012-8) | November 21, 2012/ December 13, 2012 | $ | 1,600,000,000 | 0.54% | October 15, 2015 | October 16, 2017 | ||||||
Class A(2012-9) | November 21, 2012 | $ | 350,000,000 | One Month LIBOR + 0.15% | October 15, 2015 | October 16, 2017 | ||||||
A-I-1
Class B | Issuance Date | Nominal Liquidation Amount | Note Interest Rate | Scheduled Principal Payment Date | Legal Maturity Date | |||||||
Class B(2005-3) | September 14, 2005 | $ | 187,500,000 | One Month LIBOR + 0.20% | March 15, 2013 | May 15, 2015 | ||||||
Class B(2005-5) | October 28, 2005 | $ | 325,000,000 | One Month LIBOR + 0.22% | January 15, 2014 | March 15, 2016 | ||||||
Class B(2007-1) | February 21, 2007 | $ | 515,000,000 | One Month LIBOR + 0.25% | February 15, 2017 | April 15, 2019 | ||||||
Class B(2010-2) | May 26, 2010 | $ | 380,000,000 | One Month LIBOR + 0.78% | December 16, 2013 | December 15, 2015 | ||||||
Class B(2010-3) | May 26, 2010 | $ | 75,000,000 | One Month LIBOR + 0.96% | August 15, 2017 | August 15, 2019 | ||||||
Class B(2012-1) | May 23, 2012 | $ | 750,000,000 | One Month LIBOR + 0.55% | May 15, 2015 | May 15, 2017 | ||||||
Class B(2012-2) | September 13, 2012 | $ | 1,000,000,000 | One Month LIBOR + 0.61% | September 15, 2017 | September 16, 2019 | ||||||
Class C | Issuance Date | Nominal Liquidation Amount | Note Interest Rate | Scheduled Principal Payment Date | Legal Maturity Date | |||||||
Class C(2003-3) | June 18, 2003 | $ | 400,000,000 | 4.77% | June 17, 2013 | February 16, 2016 | ||||||
Class C(2004-2) | June 30, 2004 | $ | 165,000,000 | One Month LIBOR + 0.80% | June 16, 2014 | February 15, 2017 | ||||||
Class C(2006-1) | January 26, 2006 | $ | 250,000,000 | One Month LIBOR + 0.40% | January 15, 2013 | March 16, 2015 | ||||||
Class C(2007-1) | February 21, 2007 | $ | 405,000,000 | One Month LIBOR + 0.46% | February 15, 2017 | April 15, 2019 | ||||||
Class C(2010-2) | May 26, 2010 | $ | 505,000,000 | One Month LIBOR + 1.40% | December 16, 2013 | December 15, 2015 | ||||||
Class C(2010-3) | May 26, 2010 | $ | 75,000,000 | One Month LIBOR + 1.60% | August 15, 2017 | August 15, 2019 | ||||||
Class C(2012-1) | May 23, 2012 | $ | 750,000,000 | One Month LIBOR + 0.96% | May 15, 2015 | May 15, 2017 | ||||||
Class C(2012-2) | September 13, 2012 | $ | 1,000,000,000 | One Month LIBOR + 0.96% | September 15, 2017 | September 16, 2019 | ||||||
A-I-2
Outstanding First USA Master Trust Series
The following First USA Master Trust and series are expected to be outstanding on the issuance date. The information provided in this Annex II is an integral part of the prospectus supplement.
Outstanding First USA Master Trust Series:
Series/Class | Issuance Date | Current Invested Amount | Certificate Rate | Scheduled Payment Date | Termination Date | |||||||
1. Series 2002-CC | May 1, 2002 | $ | 38,600,000 | |||||||||
A-II-1
CHASE ISSUANCE TRUST
Issuing Entity
CHASEseries
$900,000,000
Class A(2012-10) Notes
CHASE BANK USA, NATIONAL ASSOCIATION
Sponsor, Depositor, Originator, Administrator and Servicer
PROSPECTUS SUPPLEMENT
Underwriters
J.P. Morgan
Credit Suisse
RBS
You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus. We have not authorized anyone to provide you with different information.
We are not offering the CHASEseries notes in any state where the offer is not permitted.
We do not claim the accuracy of the information in this prospectus supplement and the accompanying prospectus as of any date other than the dates stated on their respective covers.
Dealers will deliver a prospectus supplement and accompanying prospectus when acting as underwriters of the notes and with respect to their unsold allotments or subscriptions. In addition, all dealers selling the notes will deliver a prospectus supplement and accompanying prospectus until March 17, 2013.
