Filed Pursuant to Rule 433
Registration No. 333-209681
Dated: November 28, 2018
Pricing Term Sheet
This term sheet supplements the information set forth under “Description of the Notes” in the Prospectus Supplement, subject to completion, dated November 28, 2018 to the Prospectus dated April 15, 2016.
| Issuer: | JPMorgan Chase & Co. | |
| Security Type: | SEC Registered Senior Notes | |
| Security: | Fixed-to-Floating Rate Notes due 2024 | |
| Currency: | USD | |
| Size: | $2,500,000,000 | |
| Maturity: | December 5, 2024 | |
| Fixed Rate Period: | From and including December 5, 2018 to but excluding December 5, 2023 | |
| Floating Rate Period: | From and including December 5, 2023 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: | 2.875% due October 31, 2023 | |
| Benchmark Treasury Yield: | 2.873% | |
| Spread to Benchmark Treasury: | +115 basis points | |
| Reoffer Yield: | 4.023% | |
| Fixed Rate Coupon: | 4.023%, payable semiannually in arrears during the Fixed Rate Period. | |
| Floating Rate Coupon: | An annual floating rate equal to the Floating Rate Index plus 1.00%, 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: | $2,491,250,000 (99.65%) | |
| Interest Payment Dates: | During the Fixed Rate Period, each June 5 and December 5, beginning June 5, 2019 and including December 5, 2023, and during the Floating Rate Period, each of March 5, 2024, June 5, 2024, September 5, 2024 and December 5, 2024. | |
| 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 at any time or in part from time to time, on or after June 5, 2019 and prior to December 5, 2023 upon at least 5 days’ but no more than 30 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 plus accrued and unpaid interest thereon to, but excluding, the | |
| date of redemption; and (ii) the “Make-Whole Amount” discounted at the “Treasury Yield” plus 20 basis points, if any, with respect to such notes.
In addition, we may redeem the notes, at our option, in whole, but not in part, on December 5, 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.
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 November 5, 2024 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 November 28, 2018 to the Prospectus dated April 15, 2016. | ||
| CUSIP/ISIN: | 46647PAY2 / US46647PAY25 | |
| Trade Date: | November 28, 2018 | |
| Settlement Date: | December 5, 2018 (T+5) | |
| Denominations: | $2,000 x $1,000 | |
| Sole Bookrunner: | J.P. Morgan Securities LLC | |
| Co-Managers: | ABN AMRO Securities (USA) LLC BBVA Securities Inc. BMO Capital Markets Corp. BNY Mellon Capital Markets, LLC Capital One Securities, Inc. Fifth Third Securities, Inc. ING Financial Markets LLC KeyBanc Capital Markets Inc. Lloyds Securities Inc. Mizuho Securities USA LLC MUFG Securities Americas Inc. nabSecurities, LLC Natixis Securities Americas LLC NatWest Markets Securities Inc. PNC Capital Markets LLC Regions Securities LLC Santander Investment Securities Inc. SMBC Nikko Securities America, Inc. Standard Chartered Bank SunTrust Robinson Humphrey, Inc. TD Securities (USA) LLC | |
| UniCredit Capital Markets LLC Westpac Capital Markets, LLC Drexel Hamilton, LLC Loop Capital Markets LLC Samuel A. Ramirez & Company, Inc. The Williams Capital Group, L.P. |
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 December 5, 2018 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.
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