Term Sheet |
Term sheet to |
Structured |
JPMorgan Chase &
Co. $ Fixed to Floating Rate Notes Linked to 3-Month USD LIBOR due August 10, 2021 |
General
Key Terms
Maturity Date: |
August 10, 2021 |
Interest: |
With
respect to each Interest Period, for each $1,000 principal amount note, the
interest payment will be calculated as follows: |
Interest Rate: |
With respect to each Initial Interest Period (which we expect to be from August 10, 2011 through but excluding August 10, 2012), a rate equal to 3.00% per annum, and with respect to each Interest Period thereafter, a rate per annum equal to 3Month USD LIBOR plus 1.90%, as determined on each applicable Interest Reset Date, provided that such rate will not be less than the Minimum Interest Rate of 0.00% per annum or greater than the Maximum Interest Rate of 6.25%. |
Minimum Interest Rate: |
0.00% per annum |
Maximum Interest Rate: |
6.25% per annum |
Initial Interest Rate: |
3.00% per annum |
Initial Interest Periods: |
The period beginning on and including the issue date of the notes and ending on but excluding the first Interest Payment Date and each successive period beginning on and including an Interest Payment Date and ending on but excluding August 10, 2012. |
3-Month USD LIBOR: |
3-Month USD LIBOR refers to the London Interbank Offer Rate for deposits in U.S. dollars with a Designated Maturity of 3 months that appears on the Reuters page LIBOR01 (or any successor page) under the heading 3Mo at approximately 11:00 a.m., London time, on the applicable Interest Reset Date, as determined by the calculation agent. If on the applicable Interest Reset Date, 3-Month USD LIBOR cannot be determined by reference to Reuters page LIBOR01 (or any successor page), then the calculation agent will determine 3-Month USD LIBOR in accordance with the procedures set forth under Description of Notes Interest The Underlying Rates LIBOR Rate in the accompanying product supplement no. 165-A-IV. |
Interest Reset Date: |
After the Initial Interest Periods, two London Business Days immediately prior to the beginning of the applicable Interest Period. |
Interest Periods: |
The period beginning on and including the issue date of the notes and ending on but excluding the first Interest Payment Date and each successive period beginning on and including an Interest Payment Date and ending on but excluding the next succeeding Interest Payment Date. |
Interest Payment Dates: |
Interest will be payable quarterly in arrears on the 10th calendar day of each February, May, August and November (each such date, an Interest Payment Date), commencing November 10, 2011, to and including the Maturity Date. If an Interest Payment Date is not a Business Day, payment will be made on the immediately following Business Day, provided that any interest payable on such Interest Payment Date, as postponed, will accrue to but excluding such Interest Payment Date, as postponed, and the next Interest Period, if applicable, will commence on such Interest Payment Date, as postponed. |
Payment at Maturity: |
On the Maturity Date, you will receive your initial investment in the notes plus any accrued and unpaid interest. |
Day-Count Fraction: |
90 /360 |
London Business Day: |
Any day other than a day on which banking institutions in London, England are authorized or required by law, regulation or executive order to close. |
Business Day: |
Any day other than a day on which banking institutions in London, England or The City of New York are authorized or required by law, regulation or executive order to close or a day on which transactions in U.S. dollars are not conducted. |
CUSIP: |
48125XC61 |
Investing in the notes involves a number of risks. See Risk Factors beginning on page PS-15 of the accompanying product supplement no. 165-A-IV and Selected Risk Considerations beginning on page TS-1 of this term sheet.
JPMorgan Chase & Co. has filed a registration statement (including a prospectus) 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 and the 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 website at www.sec.gov. Alternatively, JPMorgan Chase & Co., any agent or any dealer participating in this offering will arrange to send you the prospectus, the prospectus supplement, product supplement no. 165-A-IV and this term sheet if you so request by calling toll-free 866-535-9248.
You may revoke your offer to purchase the notes at any time prior to the time at which we accept such offer by notifying the applicable agent. We reserve the right to change the terms of, or reject any offer to purchase the notes prior to their issuance. In the event of any changes to the terms of the notes, we will notify you and you will be asked to accept such changes in connection with your purchase. You may also choose to reject such changes in which case we may reject your offer to purchase.
Neither the U.S. Securities and Exchange Commission, or SEC, nor any state securities commission has approved or disapproved of the notes or passed upon the accuracy or the adequacy of this pricing supplement or the accompanying prospectus supplement and prospectus. Any representation to the contrary is a criminal offense.
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Price to Public (1) |
Fees and Commissions (2) |
Proceeds to Us |
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Per note |
$1,000 |
$ |
$ |
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Total |
$ |
$ |
$ |
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(1) The price to the public includes the estimated cost of hedging our obligations under the notes through one or more of our affiliates.
(2) If the notes priced today, J.P. Morgan Securities LLC, which we refer to as JPMS, would agree to purchase the notes from us at 100% of the principal amount of the notes less a commission of $6.00 per $1,000 principal amount note, or 0.60% of the principal amount. This commission includes the projected profits that our affiliates expect to realize for assuming risks inherent in hedging our obligations under the notes. The actual commission received by JPMS may be more or less than $6.00 and will depend on market conditions on the pricing date. In no event will the commission received by JPMS exceed $8.00 per $1,000 principal amount note. See Plan of Distribution (Conflicts of Interest) beginning on page PS-45 of the accompanying product supplement no. 165-A-IV.
The notes are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank.
July 29, 2011
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JPMorgan Structured Investments | |
Fixed to Floating Rate Notes Linked to 3-Month USD LIBOR |
Additional Terms Specific to the Notes
You should read this term sheet together with the prospectus dated November 21, 2008, as supplemented by the prospectus supplement dated November 21, 2008, relating to our Series E medium-term notes of which these notes are a part, and the more detailed information contained in product supplement no. 165-A-IV dated February 16, 2011. This term sheet, together with the documents listed below, contains the terms of the notes and supersedes all other prior or contemporaneous oral statements as well as any other written materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation, sample structures, fact sheets, brochures or other educational materials of ours. You should carefully consider, among other things, the matters set forth in Risk Factors in the accompanying product supplement no. 165-A-IV, as the notes involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other advisers before you invest in the notes.
You may access these documents on the SEC website at www.sec.gov as follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC website):
Product supplement no. 165-A-IV dated February 16, 2011:
http://www.sec.gov/Archives/edgar/data/19617/000089109211001097/e42221_424b2.pdf
Prospectus supplement dated November 21, 2008:
http://www.sec.gov/Archives/edgar/data/19617/000089109208005661/e33600_424b2.pdf
Prospectus dated November 21, 2008:
http://www.sec.gov/Archives/edgar/data/19617/000089109208005658/e33655_424b2.pdf
Our Central Index Key, or CIK, on the SEC website is 19617. As used in this term sheet, the Company, we, us or our refers to JPMorgan Chase & Co.
Selected Purchase Considerations
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JPMorgan Structured Investments | TS-1 |
Fixed to Floating Rate Notes Linked to 3-Month USD LIBOR |
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JPMorgan Structured Investments | TS-2 |
Fixed to Floating Rate Notes Linked to 3-Month USD LIBOR |
Supplemental Underwriting Information
We expect that delivery of the notes will be made against payment for the notes on or about the settlement date set forth on the front cover of this pricing supplement, which will be the eight business day following the pricing date of the notes (this settlement cycle being referred to as T+8). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in three business days, unless the parties to that trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on the pricing date and the following four business day will be required to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement and should consult their own advisers.
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JPMorgan Structured Investments | TS-3 |
Fixed to Floating Rate Notes Linked to 3-Month USD LIBOR |
Hypothetical Interest Rate for an Interest Period other than an Initial Interest Period
The Interest Rate for each Initial Interest Period will be 3.00% per annum. The following table illustrates the Interest Rate determination for an Interest Period other than an Initial Interest Period for a hypothetical range of performance for 3-Month USD LIBOR and reflects the spread of 1.90%, the Minimum Interest Rate of 0.00% per annum and the Maximum Interest Rate of 6.25% per annum. The hypothetical 3-Month USD LIBORs and interest payments set forth in the following examples are for illustrative purposes only and may not be the actual 3-Month USD LIBOR or interest payment applicable to a purchaser of the notes.
Hypothetical 3-Month
USD LIBOR
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Spread
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Hypothetical
Interest Rate (after the
Initial Interest Periods) |
10.00% |
+ |
1.90% |
= |
6.25%* |
9.00% |
+ |
1.90% |
= |
6.25%* |
8.00% |
+ |
1.90% |
= |
6.25%* |
7.00% |
+ |
1.90% |
= |
6.25%* |
6.25% |
+ |
1.90% |
= |
6.25%* |
5.00% |
+ |
1.90% |
= |
6.25%* |
4.00% |
+ |
1.90% |
= |
5.90% |
3.00% |
+ |
1.90% |
= |
4.90% |
2.00% |
+ |
1.90% |
= |
3.90% |
1.00% |
+ |
1.90% |
= |
2.90% |
0.00% |
+ |
1.90% |
= |
1.90% |
-1.00% |
+ |
1.90% |
= |
0.90% |
-2.00% |
+ |
1.90% |
= |
0.00%** |
*The Interest Rate cannot be greater than the Maximum Interest Rate of 6.25% per annum.
**The Interest Rate cannot be less than the Minimum Interest Rate of 0.00% per annum.
These returns do not reflect fees or expenses that would be associated with any sale in the secondary market. If these fees and expenses were included, the hypothetical total returns shown above would be lower.
Hypothetical Examples of Interest Rate Calculation
The following examples illustrate how the hypothetical Interest Rates set forth in the table above are calculated and assume that each Interest Period is not an Initial Interest Period, assuming 90 calendar days in each Interest Period.
Example 1: After the Initial Interest Periods, 3-Month USD LIBOR is 4.00%. The Interest Rate is 5.90% per annum calculated as follows:
4.00% + 1.90%= 5.90%
The quarterly interest payment per $1,000 principal amount note is calculated as follows:
$1,000 × 5.90% × (90/360) = $14.75
Example 2: After the Initial Interest Periods, 3-Month USD LIBOR is 6.25%. Because 3-Month USD LIBOR of 6.25% plus 1.90% exceeds the Maximum Interest Rate of 6.25% per annum, the Interest Rate is the Maximum Interest Rate of 6.25% per annum and the quarterly interest payment per $1,000 principal amount note is calculated as follows:
$1,000 × 6.25% × (90/360) = $15.63
Example 3: After the Initial Interest Periods, 3-Month USD LIBOR is -2.00%. Because 3-Month USD LIBOR of -2.00% plus 1.90% is less than the Minimum Interest Rate of 0.00% per annum, the Interest Rate is the Minimum Interest Rate of 0.00% per annum and the quarterly interest payment per $1,000 principal amount note is calculated as follows:
$1,000 × 0.00% × (90/360) = $0.00
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JPMorgan Structured Investments | TS-4 |
Fixed to Floating Rate Notes Linked to 3-Month USD LIBOR |
Historical Information
The following graph sets forth the daily historical performance of 3-Month USD LIBOR from January 2, 1996 through July 29, 2011. We obtained the rates used to construct the graph below from Bloomberg Financial Markets. We make no representation or warranty as to the accuracy or completeness of the information obtained from Bloomberg Financial Markets.
3-Month USD LIBOR, as appeared on Reuters page LIBOR01 at approximately 11:00 a.m., London time on July 29, 2011 was 0.25550%.
The historical rates should not be taken as an indication of future performance, and no assurance can be given as to 3-Month USD LIBOR on any Interest Reset Date. We cannot give you assurance that the performance of 3-Month USD LIBOR will result in any positive interest payments or a return of more than the principal amount of your notes plus the initial interest payments.
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JPMorgan Structured Investments | TS-5 |
Fixed to Floating Rate Notes Linked to 3-Month USD LIBOR |