07/21/2025 | Press release | Distributed by Public on 07/21/2025 11:47
Item 8.01 Other Events
On July 18, 2025, Chase Issuance Trust, a Delaware statutory trust (the "Issuing Entity"), Chase Card Funding LLC, a Delaware limited liability company ("Chase Card Funding"), as depositor, transferor and beneficiary of the Issuing Entity, and JPMorgan Chase Bank, National Association, a national banking association (the "Bank"), as sponsor, servicer and administrator of the Issuing Entity, entered into (i) an Underwriting Agreement (the "Underwriting Agreement") and (ii) the Class A(2025-1) Terms Agreement (the "Class A(2025-1) Terms Agreement") with respect to the issuance of $1,500,000,000 of Class A(2025-1) CHASEseries Notes (the "Class A(2025-1) Notes"), pursuant to the Underwriting Agreement, each with J.P. Morgan Securities LLC, as an underwriter and as representative of the underwriters named in the Class A(2025-1) Terms Agreement. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K. A copy of the Class A(2025-1) Terms Agreement is filed as Exhibit 1.2 to this Current Report on Form 8-K
On July 15, 2025, the Issuing Entity filed a preliminary prospectus with the Securities and Exchange Commission pursuant to Rule 424(h) 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 and the Class A(2025-1) Terms Agreement, the Issuing Entity, Chase Card Funding and the Bank propose to issue and sell the Class A(2025-1) Notes to be issued by the Issuing Entity on or around July 25, 2025 (the "Closing Date").
On July 18, 2025, Alston & Bird LLP delivered its tax opinion (the "Class A(2025-1) Tax Opinion") with respect to the issuance and sale of the Class A(2025-1) Notes. A copy of the Class A(2025-1) Tax Opinion is filed as Exhibit 8.1 to this Current Report on Form 8-K.
In connection with the issuance of the Class A(2025-1) Notes, the chief executive officer of Chase Card Funding has delivered a Depositor Certification for Shelf Offerings of Asset-Backed Securities, dated as of July 18, 2025 (the "Class A(2025-1) Certification"). A copy of the Class A(2025-1) Certification is filed as Exhibit 36.1 to this Current Report on Form 8-K.
On the Closing Date, the Issuing Entity and Computershare Trust Company, National Association, as indenture trustee and collateral agent, will enter into the Class A(2025-1) Terms Document (the "Class A(2025-1) Terms Document"), pursuant to which the Issuing Entity and the Indenture Trustee will create the Class A(2025-1) Notes and will specify the principal terms thereof. An unexecuted copy of the Class A(2025-1) Terms Document is filed as Exhibit 4.1 to this Current Report on Form 8-K.
Section 9 - Financial Statements and Exhibits