Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration Nos. 333-167413, 333-167413-01 and 333-167413-02 |
PRICING TERM SHEET DATED JUNE 5, 2012
DISCOVER® CARD EXECUTION NOTE TRUST
DiscoverSeries Notes, Class A(2012-3)
$800,000,000 Principal Amount of Notes
Issuing Entity of Notes: | Discover Card Execution Note Trust | |||||
Issuing Entity of Collateral Certificate: | Discover Card Master Trust I | |||||
Class: | Class A(2012-3) | |||||
CUSIP | 254683AV7 | |||||
Principal Amount | $800,000,000 | |||||
Interest Rate | Interpolated swaps plus 0.20% | |||||
Expected Maturity Date | May 15, 2015 | |||||
Weighted Average Life | 2.92 years | |||||
Legal Final Maturity Date | November 15, 2017 | |||||
Pricing Date | June 5, 2012 | |||||
Settlement Date | June 13, 2012 | |||||
1st Interest Payment Date | July 16, 2012 | |||||
Underwriters | Barclays Capital Inc. | $ | 114,500,000 | |||
| J.P. Morgan Securities LLC | $ | 114,500,000 | ||||
| Credit Suisse Securities (USA) LLC | $ | 114,200,000 | ||||
| Goldman, Sachs & Co. | $ | 114,200,000 | ||||
| Merrill Lynch, Pierce, Fenner & Smith Incorporated | $ | 114,200,000 | ||||
| Mitsubishi UFJ Securities (USA), Inc. | $ | 114,200,000 | ||||
| RBC Capital Markets, LLC | $ | 114,200,000 | ||||
Underwriting Discounts and Commissions | 0.25000% | |||||
Underwriting Concessions | 0.15000% | |||||
Underwriting Reallowance | 0.07500% | |||||
Price to Public | [•]% | |||||
Proceeds to Discover Card Execution Note Trust | [•]% | |||||
Estimate of Expenses | $610,000 | |||||
Minimum Principal Receivables Balance1, 2 | $23,387,055,348.39 | |||||
Principal Receivables in Master Trust in Excess of Minimum Principal Receivables Balance2 | $8,992,404,723.81 | |||||
Percentage of the Excess of Principal Receivables over Minimum Principal Receivables Balance to Total Amount of Principal Receivables in Master Trust2 | 27. 77% |
| 1 | An amount equal to the series minimum principal receivables balances for each master trust series, including each subseries, and each tranche of notes then outstanding, after giving effect to the issuance of the Class A(2012-3) and Class A(2012-4) notes. |
| 2 | As of June 5, 2012, after giving effect to the issuance of the Class A(2012-3) and Class A(2012-4) notes. |
Discover Bank, Discover Card Master Trust I and Discover Card Execution Note Trust have filed a registration statement, as amended (including a prospectus) (Registration Nos. 333-167413, 333-167413-01 and 333-167413-02) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, including the preliminary prospectus for the Class A(2012-3) and Class A(2012-4) DiscoverSeries notes filed pursuant to Rule 424(b) on June 4, 2012, and other documents Discover Bank, Discover Card Master Trust I and Discover Card Execution Note Trust filed with the SEC for complete information about Discover Bank, Discover Card Master Trust I, Discover Card Execution Note Trust, and this offering. You may get these documents for free by visiting EDGAR on the SEC web site atwww.sec.gov. Alternatively, Discover Bank, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling 1-888-603-5847.
Update: In Annex I of the preliminary prospectus, the Expected Maturity Date and Legal Maturity Date for the Class A(2010-C) Notes are June 16, 2014 and December 15, 2016, respectively.
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PRICING TERM SHEET DATED JUNE 5, 2012
DISCOVER® CARD EXECUTION NOTE TRUST
DiscoverSeries Notes, Class A(2012-4)
$650,000,000 Principal Amount of Notes
Issuing Entity of Notes: | Discover Card Execution Note Trust | |||||
Issuing Entity of Collateral Certificate: | Discover Card Master Trust I | |||||
Class: | Class A(2012-4) | |||||
CUSIP | 254683AW5 | |||||
Principal Amount | $650,000,000 | |||||
Interest Rate | One-month LIBOR plus 0.37% | |||||
Expected Maturity Date | May 15, 2017 | |||||
Weighted Average Life | 4.92 years | |||||
Legal Final Maturity Date | November 15, 2019 | |||||
Pricing Date | June 5, 2012 | |||||
Settlement Date | June 13, 2012 | |||||
1st Interest Payment Date | July 16, 2012 | |||||
Underwriters | Barclays Capital Inc. | $ | 93,000,000 | |||
| J.P. Morgan Securities LLC | $ | 93,000,000 | ||||
| Credit Suisse Securities (USA) LLC | $ | 92,800,000 | ||||
| Goldman, Sachs & Co. | $ | 92,800,000 | ||||
| Merrill Lynch, Pierce, Fenner & Smith Incorporated | $ | 92,800,000 | ||||
| Mitsubishi UFJ Securities (USA), Inc. | $ | 92,800,000 | ||||
| RBC Capital Markets, LLC | $ | 92,800,000 | ||||
Underwriting Discounts and Commissions | 0.27500% | |||||
Underwriting Concessions | 0.16500% | |||||
Underwriting Reallowance | 0.08250% | |||||
Price to Public | 100.00% | |||||
Proceeds to Discover Card Execution Note Trust | $648,212,500 | |||||
Estimate of Expenses | $620,000 | |||||
Minimum Principal Receivables Balance1, 2 | $23,387,055,348.39 | |||||
Principal Receivables in Master Trust in Excess of Minimum Principal Receivables Balance2 | $8,992,404,723.81 | |||||
Percentage of the Excess of Principal Receivables over Minimum Principal Receivables Balance to Total Amount of Principal Receivables in Master Trust2 | 27. 77% |
| 1 | An amount equal to the series minimum principal receivables balances for each master trust series, including each subseries, and each tranche of notes then outstanding, after giving effect to the issuance of the Class A(2012-3) and Class A(2012-4) notes. |
| 2 | As of June 5, 2012, after giving effect to the issuance of the Class A(2012-3) and Class A(2012-4) notes. |
Discover Bank, Discover Card Master Trust I and Discover Card Execution Note Trust have filed a registration statement, as amended (including a prospectus) (Registration Nos. 333-167413, 333-167413-01 and 333-167413-02) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, including the preliminary prospectus for the Class A(2012-3) and Class A(2012-4) DiscoverSeries notes filed pursuant to Rule 424(b) on June 4, 2012, and other documents Discover Bank, Discover Card Master Trust I and Discover Card Execution Note Trust filed with the SEC for complete information about Discover Bank, Discover Card Master Trust I, Discover Card Execution Note Trust, and this offering. You may get these documents for free by visiting EDGAR on the SEC web site atwww.sec.gov. Alternatively, Discover Bank, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling 1-888-603-5847.
Update: In Annex I of the preliminary prospectus, the Expected Maturity Date and Legal Maturity Date for the Class A(2010-C) Notes are June 16, 2014 and December 15, 2016, respectively.
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