Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
June 22 2021 - 8:59AM
Edgar (US Regulatory)
Filed Pursuant to Rule 433
Registration No. 333-230098
Dated: June 21, 2021
Pricing Term Sheet
This term sheet
supplements the information set forth under Description of the Notes in the Prospectus Supplement, subject to completion, dated June 21, 2021 to the Prospectus dated April 11, 2019 (the Preliminary Prospectus
Supplement).
Issuer:
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JPMorgan Chase & Co.
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Security Type:
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SEC Registered Senior Notes
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Security:
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Fixed-to-Floating Rate Notes due 2025
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Fixed Rate Period:
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From and including June 23, 2021 to but excluding June 23, 2024
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Floating Rate Period:
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From and including June 23, 2024 to but excluding Maturity
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Payment Frequency:
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Semi-annual during the Fixed Rate Period and quarterly during the Floating Rate Period
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Day Count Fraction:
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30/360 during the Fixed Rate Period, Actual/360 during the Floating Rate Period
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Benchmark Treasury:
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0.250% due June 15, 2024
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Benchmark Treasury Yield:
|
0.469%
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Spread to Benchmark Treasury:
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+50 basis points
|
Fixed Rate Coupon:
|
0.969%, payable semiannually in arrears during the Fixed Rate Period.
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Floating Rate Coupon:
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An annual floating rate equal to the Floating Rate Index plus a spread of 0.580% per annum, payable quarterly in arrears during the Floating Rate Period.
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Floating Rate Index:
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Benchmark rate (expected to be Three-Month Term SOFR)
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Floating Rate Reset Frequency:
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Quarterly during the Floating Rate Period
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Price to Public:
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100% of face amount
|
Proceeds (Before Expenses) to Issuer:
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$1,995,000,000
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Interest Payment Dates:
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During the Fixed Rate Period, each June 23 and December 23, beginning December 23, 2021 and including June 23, 2024, and during the Floating Rate Period, each of September 23, 2024, December 23, 2024, March 23,
2025 and June 23, 2025.
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Business Day Convention:
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During the Fixed Rate Period, following business day. During the Floating Rate Period, modified following business day.
|
Optional Redemption:
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We may redeem the notes, at our option, in whole at any time or in part from time to time, on or after December 23, 2021 and prior to June 23, 2024 upon at least 5 days but no more than 60 days notice to holders of the
notes, at a redemption price equal to the sum of: (i) 100% of the principal amount of the notes being redeemed; (ii) the Make-Whole Amount discounted at the Treasury Yield plus 7.5 basis points, if any, with respect to
such notes; and (iii) accrued and unpaid interest on such notes to, but excluding, the date of redemption.
|
|
In addition, we may redeem the notes, at our option, in whole, but not in part, on June 23, 2024 upon at least 5 days but no more than 60 days notice to holders of the notes, at a redemption price equal
to 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the date of redemption.
|
|
In addition, we may redeem the notes, at our option, in whole at any time or in part from time to time, on or after
May 23, 2025, upon at least 5 days but no more than 60 days notice to holders of the notes, at a redemption price equal to 100% of the principal
|
|
amount of the notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the date of redemption.
|
The foregoing supplements and supersedes the information set forth under Description of the Notes in the Preliminary Prospectus
Supplement.
CUSIP/ISIN:
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46647PCK0 / US46647PCK03
|
Trade Date:
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June 21, 2021
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Settlement Date:
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June 23, 2021 (T+2)
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Denominations:
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$2,000 x $1,000
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Concurrent Issuance:
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In addition to the notes described in this term sheet, JPMorgan Chase & Co. is concurrently offering $500,000,000 of floating rate notes due 2025. The consummation of each of these offerings is not contingent on any other offering.
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Sole Bookrunner:
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J.P. Morgan Securities LLC
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Co-Managers:
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Blaylock Van, LLC
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CastleOak Securities, L.P.
Loop Capital Markets LLC
Siebert Williams Shank & Co., LLC
Certain of the underwriters are not U.S. registered broker-dealers, and will not effect any offers or sales of any notes in the United States unless it is
through one or more U.S. registered broker-dealers as permitted by the regulations of the Financial Industry Regulatory Authority, Inc.
JPMorgan
Chase & Co. has filed a registration statement (including a prospectus, as supplemented by a prospectus supplement) with the Securities and Exchange Commission, or SEC, for the offering to which this term sheet relates. Before you invest,
you should read the prospectus in that registration statement, the prospectus supplement and any other documents relating to this offering that JPMorgan Chase & Co. has filed with the SEC for more complete information about JPMorgan
Chase & Co. and this offering. You may get these documents without cost by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you
the prospectus if you request it by calling collect 1-212-834-4533.
Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was
automatically generated as a result of this communication being sent by Bloomberg or another email system.
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