Filed Pursuant to Rule 424(b)(2)
Registration No. 333-192048
Prospectus Supplement dated January 16, 2014
(to Prospectus dated January 10, 2014)
Chase Issuance Trust
Issuing Entity
Chase Bank USA, National Association
Sponsor, Depositor, Originator, Administrator and Servicer
CHASEseries
$1,750,000,000 Class A(2014-1) Notes
| The issuing entity will issue and sell: | Class A(2014-1) Notes | |
Principal amount | $1,750,000,000 | |
Interest rate | 1.15% per annum | |
Interest payment dates | 15th day of each calendar month, beginning February 18, 2014 | |
Scheduled principal payment date | January 17, 2017 | |
Legal maturity date | January 15, 2019 | |
Expected issuance date | January 27, 2014 | |
Price to public | $1,749,683,425 (or 99.98191%) | |
Underwriting discount | $4,375,000 (or 0.25000%) | |
Proceeds to the issuing entity | $1,745,308,425 (or 99.73191%) | |
The Class A(2014-1) notes are a tranche of the Class A notes of the CHASEseries.
For a description of how the interest rate for the Class A(2014-1) notes is determined see “Transaction Summary” 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; 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:
| • | Additional credit card receivables that arise in revolving credit card accounts owned by Chase Bank USA, National Association or by one of its affiliates; and |
| • | One or more collateral certificates, each representing an undivided interest in a securitization special purpose entity 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. |
Enhancement for the Class A(2014-1) 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(2014-1) 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 | ||||
| Barclays | ||||
| RBC Capital Markets |
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.
| ii | ||||
| ii | ||||
| iii | ||||
| S-1 | ||||
| S-2 | ||||
| S-3 | ||||
| A-1-1 | ||||
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 ClassA(2014-1) 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(2014-1) 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(2014-1) notes only if accompanied by the accompanying prospectus.
This prospectus supplement may supplement disclosure in the accompanying prospectus. If the terms of the Class A(2014-1) 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(2014-1) 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.
Article 122A of the Capital Requirements Directive
None of Chase Bank USA, National Association, Chase Issuance Trust, the Owner Trustee, the Indenture Trustee or any affiliate makes any representation or agreement that it is undertaking or will have undertaken to comply with the requirements of Article 122a of the European Commission’s Capital Requirements Directive 2006/48/EC (as amended by Directive 2009/111/EC) (the “CRD”). As a result, a European Union regulated credit institution (and any other entity required to comply with the CRD and/or any corresponding national implementing measures) seeking to invest in the Class A(2014-1) notes (either on the closing date or thereafter) will generally be unable to satisfy the requirements of the CRD in respect of such investment. Failure to comply with one or more of the requirements set out in Article 122a of the CRD may result in the imposition of a penal capital charge on the notes acquired by applicable noteholders that are subject to the CRD. Prospective noteholders are responsible for analyzing their own regulatory position and are advised to consult with their own advisors regarding the suitability of the notes for investment and compliance with the CRD.
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: | January 27, 2014 | |
Annual Servicing Fee: | 1.5% | |
Clearance and Settlement: | DTC/Clearstream/Euroclear | |
Trust Assets: | Receivables originated in MasterCard® and VISA® accounts, including recoveries on charged-off receivables and interchange | |
Notes Offered by this Prospectus Supplement: | Class A(2014-1) | |
Principal Amount: | $1,750,000,000 | |
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(2014-1) notes | |
Class A Required Subordinated Amount of Class B Notes: | 8.13953% of the adjusted outstanding dollar principal amount of the Class A(2014-1) notes | |
Aggregate Outstanding Dollar Principal Amount of CHASEseries notes on Expected Issuance Date (including | $32,655,000,000 | |
Aggregate Outstanding Dollar Principal Amount of Class A notes on Expected Issuance Date (including | $26,420,000,000 | |
Aggregate Outstanding Dollar Principal Amount of Class B notes on Expected Issuance Date: | $3,090,000,000 | |
Aggregate Outstanding Dollar Principal Amount of Class C notes on Expected Issuance Date: | $3,145,000,000 | |
Interest Rate: | 1.15% per annum | |
Interest Accrual Method: | 30/360 | |
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: | February 18, 2014 | |
Scheduled Commencement of Accumulation Period: | January 1, 2016 | |
Scheduled Principal Payment Date: | January 17, 2017 | |
Legal Maturity Date: | January 15, 2019 | |
Price to Public: | $1,749,683,425 (or 99.98191%) | |
Underwriting Discount: | $4,375,000 (or 0.25000%) | |
Net proceeds from the sale of the Class A(2014-1) notes net of estimated expenses: | $1,744,538,425 (or 99.68791%) | |
CUSIP/ISIN: | 161571GJ7 / US161571GJ77 | |
iii
The proceeds from the sale of the Class A(2014-1) 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 $26,250,000 and the remaining proceeds, in the amount of $1,719,058,425 before deduction of issuance expenses, will be paid to Chase USA. The estimated expenses are $770,000. Therefore, the proceeds, net of the deposits to the Class C reserve subaccounts and issuance expenses, will be approximately $1,718,288,425. Chase USA will use the remaining net proceeds for its general corporate purposes.
S-1
On December 17, 2013, the Mississippi Attorney General filed a civil action in Mississippi state court against JPMorgan Chase & Co., Chase USA and Chase BankCard Services, Inc. alleging violations of Mississippi’s consumer protection law relating to general collections practices including litigation and debt sales. This civil action is at an early stage, and Chase USA does not currently expect that the litigation will adversely affect the payment of principal or interest by the issuing entity on the notes offered hereunder.
S-2
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 | $ | 583,334,000 | ||
Barclays Capital Inc. | 583,333,000 | |||
RBC Capital Markets, LLC | 583,333,000 | |||
|
| |||
Total | $ | 1,750,000,000 | ||
|
| |||
The several underwriters have agreed, subject to the terms and conditions of the underwriting agreement, to purchase all $1,750,000,000 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 0.15000% 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 0.07500% 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. |
Further, in relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State), each underwriter of the Class A(2014-1) notes has represented and agreed that from and including the date on which the Prospectus Directive is implemented in the Relevant Member State it has not made and will not make an offer of the Class A(2014-1) notes to the public in that Relevant Member State other than to any legal entity which is a qualified investor as defined in the Prospectus Directive; provided, that no such offer of the Class A(2014-1) notes shall require the issuing entity or an underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.
S-3
For the purposes of the above paragraph and this paragraph, as applicable, (A) the expression an “offer of the Class A(2014-1) notes to the public” in relation to any Class A(2014-1) notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Class A(2014-1) notes to be offered so as to enable an investor to decide to purchase or subscribe the Class A(2014-1) notes, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State, (B) the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in each Relevant Member State, (C) the expression “2010 PD Amending Directive” means Directive 2010/73/EU and (D) the countries comprising the “European Economic Area” are Austria, Belgium, Bulgaria, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden and the United Kingdom.
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. |
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 $1,745,308,425 from the sale of the offered notes. This amount represents 99.73191% of the principal amount of those notes and is net of the underwriting discount of $4,375,000. The underwriting discount represents 0.25000% 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 $26,250,000. 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 $770,000.
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-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(2004-3) | May 12, 2004 | $ | 675,000,000 | One Month LIBOR + 0.17% | June 16, 2014 | February 15, 2017 | ||||||
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(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(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(2008-8) | May 16, 2008 | $ | 800,000,000 | One Month LIBOR + 1.20% | May 15, 2015 | May 15, 2017 | ||||||
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 | ||||||
Class A(2012-10) | December 21, 2012 | $ | 900,000,000 | One Month LIBOR + 0.26% | December 15, 2017 | December 16, 2019 | ||||||
Class A(2013-1) | February 21, 2013 | $ | 750,000,000 | 1.30% | February 15, 2018 | February 18, 2020 | ||||||
Class A(2013-2) | February 26, 2013 | $ | 1,150,000,000 | One Month LIBOR + 0.10% | February 17, 2015 | February 15, 2017 | ||||||
Class A(2013-3) | April 19, 2013 | $ | 625,000,000 | One Month LIBOR + 0.28% | April 16, 2018 | April 15, 2020 | ||||||
Class A(2013-4) | May 23, 2013/ June 11, 2013 | $ | 1,085,000,000 | One Month LIBOR + 0.10% | May 15, 2015 | May 15, 2017 | ||||||
Class A(2013-5) | May 23, 2013 | $ | 400,000,000 | 0.47% | May 15, 2015 | May 15, 2017 | ||||||
Class A(2013-6) | July 18, 2013 | $ | 900,000,000 | One Month LIBOR + 0.42% | July 16, 2018 | July 15, 2020 | ||||||
Class A(2013-7) | September 30, 2013 | $ | 775,000,000 | One Month LIBOR + 0.43% | September 17, 2018 | September 15, 2020 | ||||||
Class A(2013-8) | October 31, 2013 | $ | 1,250,000,000 | 1.01% | October 17, 2016 | October 15, 2018 | ||||||
Class A(2013-9) | December 13, 2013 | $ | 750,000,000 | One Month LIBOR + 0.42% | November 15, 2018 | November 16, 2020 | ||||||
A-1-1
Class B | Issuance Date | Nominal Liquidation Amount | Note Interest Rate | Scheduled Principal Payment Date | Legal Maturity Date | |||||||
Class B(2007-1) | February 21, 2007 | $ | 515,000,000 | One Month LIBOR + 0.25% | February 15, 2017 | April 15, 2019 | ||||||
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 B(2013-1) | December 12, 2013 | $ | 750,000,000 | One Month LIBOR + 0.70% | December 17, 2018 | December 15, 2020 | ||||||
Class C | Issuance Date | Nominal Liquidation Amount | Note Interest Rate | Scheduled Principal Payment Date | Legal Maturity Date | |||||||
Class C(2004-2) | June 30, 2004 | $ | 165,000,000 | One Month LIBOR + 0.80% | June 16, 2014 | February 15, 2017 | ||||||
Class C(2007-1) | February 21, 2007 | $ | 405,000,000 | One Month LIBOR + 0.46% | February 15, 2017 | April 15, 2019 | ||||||
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 | ||||||
Class C(2013-1) | December 12, 2013 | $ | 750,000,000 | One Month LIBOR + 1.00% | December 17, 2018 | December 15, 2020 | ||||||
A-1-2
CHASE ISSUANCE TRUST
Issuing Entity
CHASEseries
$1,750,000,000
Class A(2014-1) Notes
CHASE BANK USA, NATIONAL ASSOCIATION
Sponsor, Depositor, Originator, Administrator and Servicer
PROSPECTUS SUPPLEMENT
Underwriters
J.P. Morgan
Barclays
RBC Capital Markets
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 April 16, 2014.
