Filed Pursuant to Rule 433
Registration No. 333-209681
Dated: March 15, 2019
Pricing Term Sheet
This term sheet supplements the information set forth under “Description of the Notes” in the Prospectus Supplement, subject to completion, dated March 15, 2019 to the Prospectus dated April 15, 2016.
| Issuer: |
JPMorgan Chase & Co. |
| Security Type: |
SEC Registered Senior Notes |
| Security: |
Fixed-to-Floating Rate Notes due 2023 |
| Currency: |
USD |
| Size: |
$2,250,000,000 |
| Maturity: |
April 1, 2023 |
| Fixed Rate Period: |
From and including March 22, 2019 to but excluding April 1, 2022 |
| Floating Rate Period: |
From and including April 1, 2022 to but excluding Maturity |
| Payment Frequency: |
Semi-annual during the Fixed Rate Period and quarterly during the Floating Rate Period |
| Day Count Fraction: |
30/360 during the Fixed Rate Period, Actual/360 during the Floating Rate Period |
| Benchmark Treasury: |
2.5% due February 15, 2022 |
| Benchmark Treasury Yield: |
2.407% |
| Spread to Benchmark Treasury: |
+80 basis points |
| Reoffer Yield: |
3.207% |
| Fixed Rate Coupon: |
3.207%, payable semiannually in arrears during the Fixed Rate Period. |
| Floating Rate Coupon: |
An annual floating rate equal to the Floating Rate Index plus 0.695%, payable quarterly in arrears during the Floating Rate Period. |
| Floating Rate Index: |
Three-month LIBOR |
| Floating Rate Reset Frequency: |
Quarterly during the Floating Rate Period |
| Price to Public: |
100% of face amount |
| Proceeds (Before Expenses) to Issuer: |
$2,244,375,000 (99.75%) |
| Interest Payment Dates: |
During the Fixed Rate Period, each October 1 and April 1, beginning October 1, 2019 and including April 1, 2022, and during the Floating Rate Period, each of July 1, 2022, October 1, 2022, January 1, 2023 and April 1, 2023. |
| Business Day: |
New York and London |
| Business Day Convention: |
During the Fixed Rate Period, following business day. During the Floating Rate Period, modified following business day. |
| Optional Redemption: |
We may redeem the notes, at our option, in whole, but not in part, on April 1, 2022 upon at least 5 days’ but no more than 30 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 March 1, 2023 upon at least 5 days’ but no more than 30 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 Prospectus Supplement, subject to completion, dated March 15, 2019 to the Prospectus dated April 15, 2016.
| CUSIP/ISIN: |
46647PBB1 / US46647PBB13 |
| Trade Date: |
March 15, 2019 |
| Settlement Date: |
March 22, 2019 (T+5) |
| Denominations: |
$2,000 x $1,000 |
| Sole Bookrunner: |
J.P. Morgan Securities LLC |
| Co-Managers: |
Mizuho Securities USA LLC |
MUFG Securities Americas Inc.
SMBC Nikko Securities America, Inc.
Blaylock Van, LLC
Great Pacific Securities
Mischler Financial Group, Inc.
Penserra Securities 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.
Settlement Period: The closing will occur on March 22, 2019 which will be more than two U.S. business days after the date of this pricing term sheet. Rule 15c6-1 under the Securities Exchange Act of 1934 generally requires that securities trades in the secondary market settle in two business days, unless the parties to a trade expressly agree otherwise.
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.