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) May 15, 2014
Central Index Key Number of depositor: 0000869090
CHASE BANK USA, NATIONAL ASSOCIATION
(Sponsor, Depositor, Originator, Administrator
and Servicer of the Issuing Entities described below)
Central Index Key Number of issuing entity: 0001174821
CHASE ISSUANCE TRUST
(Issuing Entity of the Notes)
(Exact name of registrant as specified in its charter)
| Laws of the United States | 333-192048 333-192048-01 | 22-2382028 | ||
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification Number) |
Chase Bank USA, National Association 201 North Walnut Street Wilmington, Delaware | 19801 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code(302) 282-5113
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)) |
Section 8 – Other Events
Item 8.01 Other Events
On May 15, 2014, the Chase Issuance Trust, a Delaware statutory business trust (the “Issuing Entity”) and Chase Bank USA, National Association, a national banking association (the “Bank”), as transferor and servicer and as beneficiary of the Issuing Entity entered into an Underwriting Agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, as an underwriter and as representative of the underwriters named in any applicable terms agreement. On May 15, 2014, the Issuing Entity filed a base prospectus with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) of the Rules and Regulations under the Securities Act of 1933, as amended (15 U.S.C. 77d). Pursuant to the terms of the Underwriting Agreement, the Issuing Entity and the Bank propose to sell notes of the series, classes and tranches designated in a terms agreement from time to time during the period from and including the date of the Underwriting Agreement to and including the earlier of the next date on which a revised base prospectus is filed with the Commission or August 31, 2014 (the “Issuance Period”). For each issuance of notes during the Issuance Period, the Bank, the Issuing Entity and J.P. Morgan Securities LLC, as representative of the underwriters named in any applicable terms agreement, will enter into a terms agreement, the form of which is attached to the Underwriting Agreement. Each such terms agreement will set forth the terms of the notes, including the series or tranches of such notes, and shall be dated the date of the pricing of such notes.
The CHASEseries notes are a series of notes that may be sold and delivered to the underwriters under the Underwriting Agreement and will consist of Class A notes, Class B notes and Class C notes. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, which is attached hereto as Exhibit 1.1a and is incorporated by reference herein.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statement and Exhibits.
The following exhibit is filed as a part of this report:
| (1.1a) | Underwriting Agreement, dated as of May 15, 2014 among Chase Issuance Trust, Chase Bank USA, National Association and J.P. Morgan Securities LLC. |
SIGNATURE
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 thereunto duly authorized.
| CHASE BANK USA, NATIONAL ASSOCIATION, | ||||
| as Sponsor, Depositor, Originator, Administrator and Servicer of the Chase Issuance Trust | ||||
| By: | /s/ David A. Penkrot | |||
| Name: | David A. Penkrot | |||
| Title: | Executive Director | |||
Date: May 15, 2014