JPMorgan Chase & Co. (“JPMorgan Chase” or the “Firm”) and JPMorgan Chase Financial Company LLC (“JPMorgan Financial”) announced today that they have filed a registration statement on Form S-4 (the “Registration Statement”) to register JPMorgan Financial’s proposed offer to exchange (the “Exchange Offer”) its newly offered Alerian MLP Index ETNs due January 28, 2044 (CUSIP: 48133Q309) (the “New Notes” ) for any and all outstanding Alerian MLP Index ETNs due May 24, 2024 (CUSIP: 46625H365) issued by JPMorgan Chase (the “Old Notes” and together with the New Notes, the “Alerian ETNs”). All payments of principal, interest and other amounts payable on the New Notes will be fully and unconditionally guaranteed by JPMorgan Chase (the “Guarantees”). The Old Notes are listed on NYSE Arca, Inc. (“NYSE Arca”) under the ticker symbol “AMJ.” JPMorgan Financial intends to list the New Notes on NYSE Arca under the ticker symbol “AMJB.”
The Old Notes mature on May 24, 2024. Upon commencement of the Exchange Offer, JPMorgan Financial intends to give existing holders of the Old Notes (“Noteholders”) an opportunity to exchange their Old Notes for New Notes that mature on January 28, 2044, which provide similar exposure to the Alerian MLP Index® (the “Index”) as the Old Notes, subject to the terms and conditions set forth in the prospectus filed as part of the Registration Statement. Noteholders will be able to tender Old Notes in exchange for New Notes only upon the effectiveness of the Registration Statement and the commencement of the Exchange Offer. JPMorgan Financial expects to announce the expiration deadline, the exchange ratio and the settlement date for the Exchange Offer upon effectiveness of the Registration Statement and commencement of the Exchange Offer.
Old Notes accepted by JPMorgan Financial pursuant to the Exchange Offer will be immediately cancelled. Old Notes that have not been validly tendered and/or accepted for exchange pursuant to the Exchange Offer will remain outstanding after the settlement date of the Exchange Offer and will mature on May 24, 2024 in accordance with their terms. The New Notes are expected to be first issued on January 30, 2024 pursuant to a Registration Statement on Form S-3 (Registration Nos. 333-270004 and 333-270004-01) of JPMorgan Chase and JPMorgan Financial. Upon completion of the Exchange Offer, JPMorgan Financial will issue additional New Notes to the tendering Noteholders and consolidate such additional New Notes to form a single class with the New Notes then outstanding.
While the Old Notes and the New Notes each offer a return linked to the performance of the Index as measured by its VWAP level, and to cash distributions on its components, subject to the deduction of an investor fee and, if applicable, a repurchase fee, there will be significant differences between the Old Notes and the New Notes. These differences include differences in the issuer, financial terms (including the specific formula for determining amounts payable on the notes) and relevant dates. Additionally, the New Notes will be subject to an issuer right of redemption, which allows JPMorgan Financial to redeem, in its sole discretion, some or all outstanding New Notes.
This press release is for informational purposes only. In addition, there will not be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. The Exchange Offer may be made solely pursuant to the terms and conditions described in the final prospectus, when available.
About JPMorgan Chase & Co.
JPMorgan Chase & Co. (NYSE: JPM) is a leading financial services firm based in the United States of America (“U.S.”), with operations worldwide. JPMorgan Chase had $3.9 trillion in assets and $328 billion in stockholders’ equity as of December 31, 2023. The Firm is a leader in investment banking, financial services for consumers and small businesses, commercial banking, financial transaction processing and asset management. Under the J.P. Morgan and Chase brands, the Firm serves millions of customers in the U.S., and many of the world’s most prominent corporate, institutional and government clients globally. Information about JPMorgan Chase & Co. is available at www.jpmorganchase.com.
Investment suitability must be determined individually for each investor, and the Exchange Offer and New Notes may not be suitable for all investors. This information is not intended to provide and should not be relied upon as providing accounting, legal, regulatory or tax advice. Investors should consult with their own advisors as to these matters.
JPMorgan Chase & Co. and JPMorgan Chase Financial Company LLC have filed a Registration Statement (including a prospectus) on Form S-4 with the SEC relating to the Exchange Offer and the New Notes and the related Guarantees but it has not yet become effective. The Old Notes may not be exchanged nor may offers to exchange be accepted prior to the time the Registration Statement becomes effective. Before you invest, you should read the information and exhibits in the Registration Statement, as amended from time to time, and the information incorporated by reference therein for more complete information about JPMorgan Chase & Co., JPMorgan Chase Financial Company LLC and the Exchange Offer. You may get these documents without cost by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, after the Exchange Offer has commenced, JPMorgan Chase & Co., JPMorgan Chase Financial Company LLC or J.P. Morgan Securities LLC will arrange to send you the prospectus if you so request by calling toll-free 1-800-576-3529.
This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the current beliefs and expectations of JPMorgan Chase’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. Factors that could cause JPMorgan Chase’s actual results to differ materially from those described in the forward-looking statements can be found in JPMorgan Chase’s Annual Report on Form 10-K for the year ended December 31, 2022, and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023, June 30, 2023 and September 30, 2023, which have been filed with the Securities and Exchange Commission and are available on JPMorgan Chase’s website (https://jpmorganchaseco.gcs-web.com/financial-information/sec-filings) and on the Securities and Exchange Commission’s website (www.sec.gov). JPMorgan Chase and JPMorgan Financial do not undertake to update any forward-looking statements.
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Contacts
Contact: JPMorgan Alerian ETN team at 1-800-576-3529 or at alerian_etn@jpmorgan.com
