AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST Form
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SECURITIES AND EXCHANGE COMMISSION FORM 424B5 Prospectus filed pursuant to Rule 424(b)(5) Filing Date: 2019-09-17 SEC Accession No. 0001193125-19-247011 (HTML Version on secdatabase.com) FILER AMERICAN EXPRESS CREDIT ACCOUNT MASTER Mailing Address Business Address 4315 SOUTH 2700 WEST 6985 UNION PARK CENTER TRUST SALT LAKE CITY UT 84184 MIDVALE UT 84047 8015655000 CIK:1003509| IRS No.: 000000000 | State of Incorp.:DE | Fiscal Year End: 1231 Type: 424B5 | Act: 33 | File No.: 333-228921 | Film No.: 191097813 SIC: 6189 Asset-backed securities AMERICAN EXPRESS RECEIVABLES FINANCING CORP Mailing Address Business Address 4135 SOUTH 2700 WEST 4135 SOUTH 2700 WEST III LLC SALT LAKE CITY UT 84184 SALT LAKE CITY UT 84184 8015655023 CIK:1283434| IRS No.: 000000000 Type: 424B5 | Act: 33 | File No.: 333-228921-01 | Film No.: 191097812 SIC: 6189 Asset-backed securities Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Filed Pursuant to Rule 424(b)(5) Registration File No. 333-228921, 333-228921-01 Prospectus dated September 17, 2019 American Express Credit Account Master Trust (Central Index Key Number 0001003509) Issuing Entity American Express Receivables Financing Corporation III LLC (Central Index Key Number 0001283434) Depositor and Transferor American Express Travel Related Services Company, Inc. Servicer American Express National Bank (Central Index Key Number 0000949348) Sponsor SERIES 2019-3 $1,251,429,000 Fixed Rate Asset Backed Certificates Consider carefully the risk factors The issuing entity will issue beginning on page 16 in this Class A certificates Class B certificates prospectus. Principal amount $1,200,000,000 $51,429,000 A certificate is not a deposit and Certificate rate 2.00% per year 2.20% per year neither the certificates nor the Interest paid Monthly Monthly underlying accounts or receivables are First interest payment date October 15, 2019 October 15, 2019 insured or guaranteed by the Federal Expected final payment date September 15, 2022 September 15, 2022 Deposit Insurance Corporation or any Legal final maturity April 15, 2025 April 15, 2025 other governmental agency. Price to public $1,199,840,520 (99.98671%) $51,424,773 (99.99178%) Underwriting discount $3,000,000 (0.250%) $154,287 (0.300%) The certificates will represent Proceeds to transferor $1,196,840,520 (99.73671%) $51,270,486 (99.69178%) interests in the issuing entity only and will not represent interests in or The primary assets of the issuing entity are receivables generated in a portfolio of designated consumer revolving credit accounts or obligations of American Express features and, in the future, may include other charge or credit accounts or features or products. Company, the Sponsor, the Depositor, Credit Enhancement the Servicer or any of their affiliates. The Class B certificates are subordinated to the Class A certificates. Subordination of the Class B certificates provides credit enhancement for the Class A certificates. The issuing entity is also issuing a collateral interest in the amount of $120,002,000 that is subordinated to the Class A certificates and the Class B certificates. Subordination of the collateral interest provides credit enhancement for both the Class A certificates and the Class B certificates. This prospectus relates only to the offering of the Class A certificates and the Class B certificates. Neither the SEC nor any state securities commission has approved the certificates or determined that this prospectus is accurate or complete. Any representation to the contrary is a criminal offense. Underwriters of the Class A certificates Barclays Mizuho Securities RBC Capital Markets Wells Fargo Securities Deutsche Bank Securities Lloyds Securities TD Securities Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document US Bancorp CastleOak Securities, L.P. Drexel Hamilton Underwriters of the Class B certificates Barclays Mizuho Securities RBC Capital Markets Wells Fargo Securities Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS PROSPECTUS You should rely only on the information in this prospectus, including the information incorporated by reference. We have not authorized anyone to provide you with different information. We are not offering the certificates in any state where the offer is not permitted. We do not claim the accuracy of the information in this prospectus as of any date other than the date stated on the cover. We include cross references in this prospectus to captions in these materials where you can find additional related discussions. The Table of Contents in this prospectus provides the pages on which these captions are located. A part of this prospectus uses defined terms. You can find these terms and their definitions under the caption Glossary of Defined Terms on page 122 in this prospectus. Compliance with the EU Securitization Regulation None of the sponsor, the transferor, the servicer, the issuing entity, the trustee, the underwriters or any affiliate thereof, makes or intends to make any representation or agreement that it or any other party is undertaking or will have undertaken to comply (or to take or refrain from taking any action to facilitate compliance by affected investors) with any requirements of Chapter 2 (Articles 5 through 9) of Regulation (EU) 2017/2402 on securitization, or with the requirements of any other law or regulation now or hereafter in effect in the European Union, any European Economic Area member state or any former member state in relation to credit risk retention, due diligence and monitoring, credit granting standards or other conditions with respect to investments in securitization transactions by affected investors. Prospective certificateholders are responsible for analyzing their own regulatory position and are advised to consult with their own advisors regarding the suitability of the Series 2019-3 certificates for investment and compliance with any such law or regulation. Prohibition of Sales to EEA Retail Clients The Series 2019-3 certificates are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investors in the European Economic Area (the EEA). For these purposes, a retail investor means a person who is one (or more) of the following: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, MiFID II); (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the Insurance Distribution Directive), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended or superseded, the Prospectus Regulation). Consequently no key information document required by Regulation (EU) No 1286/2014 (the PRIIPs Regulation) for offering or selling the Series 2019-3 certificates or otherwise making them available to retail clients in the EEA has been prepared and therefore offering or selling the Series 2019-3 certificates or otherwise making them available to any retail client in the EEA may be unlawful under the PRIIPs Regulation. Volcker Rule Considerations The American Express Credit Account Master Trust is not now, and immediately following the issuance of the Series 2019-3 certificates will not be, a covered fund for purposes of regulations adopted under Section 13 of the Bank Holding Company Act of 1956, commonly known as the Volcker Rule. In reaching this conclusion, although other statutory or regulatory exemptions under the Investment Company Act of 1940, as amended, may be available, we have relied on the exemption from registration set forth in Rule 3a-7 under the Investment Company Act. i Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Transaction Summary Issuing Entity: American Express Credit Account Master Trust Depositor and Transferor: American Express Receivables Financing Corporation III LLC Sponsor and Originator: American Express National Bank Servicer: American Express Travel Related Services Company, Inc. Trustee: The Bank of New York Mellon Asset Representations Reviewer: Clayton Fixed Income Services LLC Series Issuance Date: September 23, 2019 Servicing Fee Rate: 2.0% per year Clearance and Settlement: DTC/Clearstream/Euroclear Primary Trust Assets: Receivables generated in a portfolio of designated consumer American Express® credit card accounts and Pay Over Time revolving credit features associated with certain American Express credit card accounts* Group: Group I Principal Sharing Series: Yes Excess Allocation Series: Yes Class A Class B Principal Amount: $1,200,000,000 $51,429,000 Percentage of Series:** 87.50% 3.75% Credit Enhancement: Subordination of Class B and collateral interest Subordination of collateral interest Certificate Rate: 2.00% per year 2.20% per year Interest Accrual Method: 30/360 30/360 Distribution Dates: Monthly (15th) Monthly (15th) First Distribution Date: October 15, 2019 October 15, 2019 Approximate end of Revolving Period and September 1, 2021 September 1, 2021 commencement of Accumulation Period (subject to adjustment): Expected Final Payment Date: September