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): September 26, 2019
JPMorgan Chase & Co.
(Exact name of registrant as specified in its charter)
Delaware |
1-5805 |
13-2624428 |
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(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. employer identification no.) |
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383 Madison Avenue, New York, New York |
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10179 |
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(Address of principal executive offices) |
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(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:
☐ | 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 |
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Common stock |
JPM |
The New York Stock Exchange |
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Depositary Shares, each representing a one-four hundredth interest in a share of 5.45% Non-Cumulative Preferred Stock, Series P |
JPM PR A |
The New York Stock Exchange |
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Depositary Shares, each representing a one-four hundredth interest in a share of 6.125% Non-Cumulative Preferred Stock, Series Y |
JPM PR F |
The New York Stock Exchange |
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Depositary Shares, each representing a one-four hundredth interest in a share of 6.10% Non-Cumulative Preferred Stock, Series AA |
JPM PR G |
The New York Stock Exchange |
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Depositary Shares, each representing a one-four hundredth interest in a share of 6.15% Non-Cumulative Preferred Stock, Series BB |
JPM PR H |
The New York Stock Exchange |
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Depositary Shares, each representing a one-four hundredth interest in a share of 5.75% Non-Cumulative Preferred Stock, Series DD |
JPM PR D |
The New York Stock Exchange |
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Depositary Shares, each representing a one-four hundredth interest in a share of 6.00% Non-Cumulative Preferred Stock, Series EE |
JPM PR C |
The New York Stock Exchange |
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Alerian MLP Index ETNs due May 24, 2024 |
AMJ |
NYSE Arca, Inc. |
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Guarantee of Callable Step-Up Fixed Rate Notes due April 26, 2028 of JPMorgan Chase Financial Company LLC |
JPM/28 |
The New York Stock Exchange |
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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 September 26, 2019, JPMorgan Chase & Co. issued a press release announcing the redemption on October 30, 2019 of 1,370,000 of the 4,303,750 outstanding depositary shares, each representing a one-tenth interest in a share of JPMorgan Chase & Co.’s Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series I, par value $1.00 per share and with a liquidation preference of $10,000 (the “Series I Preferred Stock”), pursuant to the optional redemption provisions provided in the documents governing such depositary shares and the Series I Preferred Stock. The redemption will be funded with available cash.
A copy of the press release referenced above is attached hereto as Exhibit 99.
Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
99 |
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101 |
Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL (Inline eXtensible Business Reporting Language). |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101). |
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. |
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(Registrant) |
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By: |
/s/ Jordan A. Costa |
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Name: |
Jordan A. Costa |
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Title: |
Managing Director |
Dated: September 26, 2019
Exhibit 99
JPMorgan Chase & Co. 383 Madison Avenue, New York, NY 10179-0001 NYSE symbol: JPM www.jpmorganchase.com |
News release: IMMEDIATE RELEASE
JPMorgan Chase Announces Partial Redemption of its Fixed-to-Floating Rate
Non-Cumulative Perpetual Preferred Stock, Series I
Represented By Depositary Shares
New York, September 26, 2019 JPMorgan Chase & Co. (NYSE: JPM) (JPMorgan Chase or the Firm) has announced that on October 30, 2019 (the Redemption Date) it will redeem 137,000 of the 430,375 outstanding shares of its Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series I (Series I Preferred Stock). The shares of Series I Preferred Stock are represented by 4,303,750 depositary shares (Series I Depositary Shares), with each Series I Depositary Share (CUSIP: 46625HHA1) representing a one-tenth interest in a share of Series I Preferred Stock. Simultaneously with the redemption of 137,000 shares of the Series I Preferred Stock on the Redemption Date, 1,370,000 of the Series I Depositary Shares will be redeemed. The Series I Depositary Shares to be redeemed will be selected by lottery in accordance with the applicable procedures of The Depositary Trust Company (DTC). The redemption price per share for the Series I Preferred Stock to be redeemed will be $10,000 (equivalent to $1,000 per Series I Depositary Share).
October 30, 2019 is also a dividend payment date for the Series I Preferred Stock and the Series I Depositary Shares. When declared, dividends on all of the outstanding shares of Series I Preferred Stock represented by Series I Depositary Shares will be paid separately on October 30, 2019 to the holders of record on September 30, 2019. Dividends on the Series I Depositary Shares that are redeemed will cease to accrue after the Redemption Date. Series I Depositary Shares not selected for redemption will remain outstanding after the Redemption Date and will continue to accrue dividends, when declared on the outstanding Series I Preferred Stock.
The Series I Depositary Shares are held in book-entry form through DTC, and the Series I Depositary Shares to be redeemed will be redeemed in accordance with the procedures of DTC. Payment to DTC of the redemption price for the Series I Depositary Shares to be redeemed will be made by Computershare Inc, as Depositary for the Series I Preferred Stock and as redemption agent, on the Redemption Date. The address for the redemption agent is: 150 Royall Street, Canton, Massachusetts 02021.
Investor Contact: |
Jason Scott 212-270-2479 |
Media Contact: |
Joseph Evangelisti 212-270-7438 |
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 worlds 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 212-270-2479 |
Media Contact: |
Joseph Evangelisti 212-270-7438 |