JPMORGAN CHASE & CO NYSE Depositary Shares representing interests in shares of 5.45% Non-Cumulative Preferred Stock Series P NYSE Depositary Shares representing interests in shares of 6.30% Non-Cumulative Preferred Stock Series W NYSE Depositary Shares representing interests in shares of 6.125% Non-Cumulative Preferred Stock Series NYSE Depositary Shares representing interests in shares of 6.10% Non-Cumulative Preferred Stock Series NYSE Depositary Shares representing interests in shares of 6.15% Non-Cumulative Preferred Stock Series NYSE Depositary Shares representing interests in shares of 5.75% Non-Cumulative Preferred Stock Series NYSE Depositary Shares representing interests in shares of 6.00% Non-Cumulative Preferred Stock Series NYSE NYSEArca Guarantee of Callable Step-Up FRNs due April 26, 2028 of JPMorgan Chase Financial Company LLC NYSE Guarantee of Cushing 30 MLP Index ETNs due June 15, 2037 of JPMorgan Chase Financial Company LLC NYSEArca false 0000019617 0000019617 2019-08-20 2019-08-20 0000019617 us-gaap:CommonStockMember 2019-08-20 2019-08-20 0000019617 jpm:DepositarySharesOneFourHundredthInterestinaShareof5.45NonCumulativePreferredStockSeriesPMember 2019-08-20 2019-08-20 0000019617 jpm:DepositarySharesOneFourHundredthInterestinaShareof6.30NonCumulativePreferredStockSeriesWMember 2019-08-20 2019-08-20 0000019617 jpm:DepositarySharesOneFourHundredthInterestinaShareof6.125NonCumulativePreferredStockSeriesYMember 2019-08-20 2019-08-20 0000019617 jpm:DepositarySharesOneFourHundredthInterestinaShareof6.10NonCumulativePreferredStockSeriesAAMember 2019-08-20 2019-08-20 0000019617 jpm:DepositarySharesOneFourHundredthInterestinaShareof6.15NonCumulativePreferredStockSeriesBBMember 2019-08-20 2019-08-20 0000019617 jpm:DepositarySharesOneFourHundredthInterestinaShareof5.75NonCumulativePreferredStockSeriesDDMember 2019-08-20 2019-08-20 0000019617 jpm:DepositarySharesOneFourHundredthInterestinaShareof6.00NonCumulativePreferredStockSeriesEEMember 2019-08-20 2019-08-20 0000019617 jpm:AlerianMLPIndexETNsDueMay242024Member 2019-08-20 2019-08-20 0000019617 jpm:GuaranteeofCallableSteUpFixedRateNotesDueApril262028ofJPMorganChaseFinancialCompanyLLCMember 2019-08-20 2019-08-20 0000019617 jpm:GuaranteeofCushing30MLPIndexETNsDueJune152037ofJPMorganChaseFinancialCompanyLLCMember 2019-08-20 2019-08-20

 

 

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): August 20, 2019

 

JPMorgan Chase & Co.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-05805

 

13-2624428

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. employer

identification no.)

383 Madison Avenue, New York, New York

 

10179

(Address of principal executive offices)

 

(Zip Code)

Registrant’s telephone number, including area code: (212) 270-6000

 

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 (see General Instruction A.2. below):

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on

which registered

         

Common stock

 

JPM

 

The New York Stock Exchange

         

Depositary Shares representing interests in shares of 5.45% Non-Cumulative Preferred Stock Series P

 

JPM PR A

 

The New York Stock Exchange

         

Depositary Shares representing interests in shares of 6.30% Non-Cumulative Preferred Stock Series W

 

JPM PR E

 

The New York Stock Exchange

         

Depositary Shares representing interests in shares of 6.125% Non-Cumulative Preferred Stock Series Y

 

JPM PR F

 

The New York Stock Exchange

         

Depositary Shares representing interests in shares of 6.10% Non-Cumulative Preferred Stock Series AA

 

JPM PR G

 

The New York Stock Exchange

         

Depositary Shares representing interests in shares of 6.15% Non-Cumulative Preferred Stock Series BB

 

JPM PR H

 

The New York Stock Exchange

         

Depositary Shares representing interests in shares of 5.75% Non-Cumulative Preferred Stock Series DD

 

JPM PR D

 

The New York Stock Exchange

         

Depositary Shares representing interests in shares of 6.00% Non-Cumulative Preferred Stock Series EE

 

JPM PR C

 

The New York Stock Exchange

         

Alerian MLP Index ETNs due May 24, 2024

 

AMJ

 

NYSE Arca, Inc.

         

Guarantee of Callable Step-Up FRNs due April 26, 2028 of JPMorgan Chase Financial Company LLC

 

JPM/28

 

The New York Stock Exchange

         

Guarantee of Cushing 30 MLP Index ETNs due June 15, 2037 of JPMorgan Chase Financial Company LLC

 

PPLN

 

NYSE Arca, Inc.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

Item 8.01      Other Events

On August 20, 2019, JPMorgan Chase & Co. (“JPMorgan Chase”) issued a press release announcing that it has commenced a cash tender offer (the “Offer”) to purchase any and all of its securities listed in the table below.

CUSIP Number

 

Title of Security

46625HKA7

 

2.250% Notes due 2020

46625HKB5

 

Floating Rate Notes due 2020

46625HHQ6

 

4.950% Notes due 2020

46625HLW8

 

2.750% Notes due 2020

46625HHS2

 

4.40% Notes due 2020

A copy of the press release is attached as Exhibit 99 hereto and is incorporated herein by reference.

This Current Report on Form 8-K is neither an offer to sell nor a solicitation of offers to buy any securities. The Offer is being made only pursuant to the Offer to Purchase and the related Notice of Guaranteed Delivery. The Offer is not being made to holders of securities in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

Item 9.01      Financial Statements and Exhibits

(d) Exhibits
 

99

   

JPMorgan Chase press release dated August 20, 2019 announcing the commencement of the Offer.

         
 

104

   

The cover page of this Current Report on Form 8-K, formatted in inline XBRL.

2

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 hereunto duly authorized.

 

JPMORGAN CHASE & CO.

 

(Registrant)

     

By:

 

/s/ Stephen B. Grant

 

Stephen B. Grant

 

Assistant Corporate Secretary

Dated: August 20, 2019

3

Exhibit 99

 

LOGO

 

 

News release: IMMEDIATE RELEASE

JPMorgan Chase Announces Any and All Cash Tender Offer

For $11.15 Billion of Senior Notes

New York, August 20, 2019 – JPMorgan Chase & Co. (“JPMorgan Chase”) announced today that it has commenced a cash tender offer (the “Offer”) to purchase any and all of its securities listed below (the “Securities”) at the purchase prices indicated:

 

CUSIP
Number

  

Title of Security

   Interest
Rate 		  Maturity    Aggregate
Principal
Amount
Outstanding 		     Purchase Price
Per $1,000
Principal Amount
of Securities(1) 		 

46625HKA7

   2.250% Notes due 2020    2.250%   January 23, 2020    $ 3,750,000,000      $ 1,000.55  

46625HKB5

  

Floating Rate Notes due

2020

   3 month
LIBOR +
0.955% 		  January 23, 2020    $ 1,150,000,000      $ 1,004.00  

46625HHQ6

   4.950% Notes due 2020    4.950%   March 25, 2020    $ 1,500,000,000      $ 1,016.80  

46625HLW8

   2.750% Notes due 2020    2.750%   June 23, 2020    $ 2,250,000,000      $ 1,005.65  

46625HHS2

   4.40% Notes due 2020    4.40%   July 22, 2020    $ 2,500,000,000      $ 1,022.20  

 

(1)

Plus accrued and unpaid interest from the last interest payment date to, but not including, the initial settlement date for the applicable series of Securities purchased pursuant to the Offer (the “Initial Settlement Date”).

The Offer is being made pursuant to an Offer to Purchase dated today, which contains detailed information concerning the terms of the Offer. The Offer is scheduled to expire at 5:00 p.m., New York City time, on August 26, 2019 unless extended or earlier terminated (the “Expiration Date”). Upon the terms and subject to the conditions of the Offer, the Initial Settlement Date is expected to be August 27, 2019.

Tenders of Securities pursuant to the Offer may be validly withdrawn at any time before the Expiration Date. Securities subject to the Offer may also be validly withdrawn at any time after the 60th business day after commencement of the Offer if for any reason the Offer has not been consummated within 60 business days after commencement.

 

 

 

Investor Contact:

  Jason Scott   Media Contact:    Joseph Evangelisti
  212-270-2479      212-270-7438

 

The tender offer is conditioned upon the satisfaction of certain customary conditions described in the Offer to Purchase. The tender offer is not conditioned upon the tender of any minimum principal amount of Securities. Subject to applicable law, JPMorgan Chase may, at its sole discretion, waive any condition applicable to the tender offer and may extend the Offer.

Under certain conditions and as more fully described in the Offer to Purchase, JPMorgan Chase may terminate the tender offer before the Expiration Date.

JPMorgan Chase has appointed J.P. Morgan Securities LLC to act as dealer manager for the Offer, and has retained D.F. King & Co., Inc. to serve as the tender agent and information agent. Requests for documents may be directed to D.F. King & Co., Inc. by telephone at +1-212-269-5550 (banks and brokers) or +1 800-659-6590 or email at jpm@dfking.com. Questions regarding the Offer may be directed to J.P. Morgan Securities LLC at +1 866-834-4666 or collect at +1 212-834-4811.

Copies of the Offer to Purchase and related Notice of Guaranteed Delivery are available at the following web address: http://www.dfking.com/jpm.

This press release is for informational purposes only and does not constitute an offer to purchase nor the solicitation of an offer to sell any Securities. The Offer is being made only pursuant to the Offer to Purchase and related Notice of Guaranteed Delivery. The Offer is not being made to holders of Securities in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. None of JPMorgan Chase, the Dealer Manager, the Tender Agent, the Information Agent or any of their respective affiliates makes any recommendation in connection with the Offer. Please refer to the Offer to Purchase for a description of terms, conditions, disclaimers and other information applicable to the Offer.

JPMorgan Chase & Co. (NYSE: JPM) is a leading global financial services firm with assets of $2.7 trillion and operations worldwide. The Firm is a leader in investment banking, financial services for consumers and small businesses, commercial banking, financial transaction processing, and asset management. A component of the Dow Jones Industrial Average, JPMorgan Chase & Co. serves millions of customers in the United States and many of the world’s most prominent corporate, institutional and government clients under its J.P. Morgan and Chase brands. Information about JPMorgan Chase & Co. is available at www.jpmorganchase.com.

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Investor Contact:

  Jason Scott   Media Contact:    Joseph Evangelisti
  212-270-2479      212-270-7438