- Prospectus filed pursuant to Rule 424(b)(2) (424B2)
March 15 2012 - 10:36AM
Edgar (US Regulatory)
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities Offered
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Maximum Aggregate
Offering Price
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Amount of
Registration
Fee(1)
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Debt Securities
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$
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1,500,000,000
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$
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171,900
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(1)
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Calculated in accordance with Rule 457(r) under the Securities Act of 1933.
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Pricing Supplement No. 212L, dated March 14, 2012
(To Prospectus dated October 13, 2010 and Prospectus Supplement dated October 21, 2010)
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Rule 424(b)(2)
File No. 333-169900
CUSIP No. 46623EJP5
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JPMORGAN CHASE & CO.
x
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Senior Medium-Term Notes, Series H
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Due from Nine Months to Thirty Years from Date of Issue
¨
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Subordinated Medium Term Notes, Series C
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Due from Nine Months to Thirty Years from Date of Issue
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Principal Amount:
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$
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1,500,000,000
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Issue Price:
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99.930
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%
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Commission or Discount:
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$
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2,250,000
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(0.150%)
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Proceeds to Company:
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$
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1,496,700,000
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Agents
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Principal Amount
To be
Purchased
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J.P. MORGAN SECURITIES LLC
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$
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1,425,000,000
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APTO PARTNERS, LLC
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$
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15,000,000
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BLAYLOCK ROBERT VAN, LLC
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$
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15,000,000
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DREXEL HAMILTON, LLC
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$
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15,000,000
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MURIEL SIEBERT & CO., INC.
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$
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15,000,000
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RAMIREZ & CO., INC.
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$
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15,000,000
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Agents Capacity:
if as
principal
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¨
As agent
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x
As principal
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¨
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The Notes are being offered at varying prices relating to prevailing market prices at the time of sale.
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x
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The Notes are being offered at a fixed initial public offering price equal to the Issue Price (as a percentage of Principal Amount).
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Issue Date: March 21, 2012 (T+5)
Stated
Maturity: March 20, 2015
Form:
x
Book-entry
¨
Certificated
Currency: U.S. Dollars
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x
Fixed Rate Note:
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1.875% per annum
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¨
Floating Rate Note:
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CD
¨
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Commercial Paper Rate
¨
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Reuters LIBOR01
¨
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Treasury Rate
¨
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Prime Rate
¨
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Interest Payment Dates:
Semiannually on the 20th of March and September, via following business day
convention, commencing September 20, 2012
Index Maturity:
Not Applicable
Spread (+/-):
Not Applicable
Multiplier:
Not Applicable
Maximum Interest Rate:
Not Applicable
Minimum Interest Rate:
Not Applicable
Optional Redemption:
Yes
¨
No
x
Other:
For purposes of this pricing supplement, a business day is a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in
foreign exchange and foreign currency deposits) in New York and London.
Delivery of the notes will be made against payment therefor on or
about March 21, 2012, which is the fifth business day following the date hereof (such settlement cycle being referred to as T+5). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (the Exchange
Act), trades in the secondary market generally are required to settle in three business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the date of pricing or the next
two succeeding business days will be required, by virtue of the fact that the notes initially will settle in T+5, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement. Purchasers of the notes who wish
to trade the notes on the date of pricing and the next two succeeding business days should consult their own advisors.
Validity of the
Notes:
Simpson Thacher & Bartlett LLP, as counsel to the Company, has provided the following opinion to the Company: The notes
offered by this pricing supplement have been duly authorized, and when issued by the Company, assuming due authentication thereof by the Trustee or The Bank of New York Mellon, as authenticating agent under the Indenture on behalf of the Trustee,
and upon payment and delivery in accordance with the Master Agency Agreement, the notes offered by this pricing supplement will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their
terms. Capitalized terms used but not defined in this paragraph shall have the meanings ascribed thereto in the opinion letter of such counsel dated August 24, 2011, which has been included as an exhibit to a Current Report on Form 8-K of the
Company filed on August 24, 2011. The opinion is subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors rights generally,
(ii) general equitable principles (whether considered in a proceeding in equity or at law), and (iii) an implied covenant of good faith and fair dealing. The opinion also assumes that the Indenture is the valid and legally binding
obligation of the Trustee and is subject to customary assumptions as set forth in such opinion letter. Such counsel does not express any opinion concerning any law other than the law of the State of New York and the Delaware General Corporation Law
(including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing).
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