UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01. | Other Events |
On May 13, 2020, JPMorgan Chase & Co. closed a public offering of $3,000,000,000 aggregate principal amount of Fixed-to-Floating Rate Subordinated Notes due 2031 (the “Subordinated Notes”). The Subordinated Notes were registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-3 (File No. 333-230098), as amended. In connection with this offering, the legal opinion as to the legality of the Subordinated Notes is being filed as Exhibit 5.1 to this report.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| 5.1 |
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| 23.1 |
Consent of Simpson Thacher & Bartlett LLP (included as part of Exhibit 5.1). | |||
| 101 |
Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL (Inline eXtensible Business Reporting Language). | |||
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| JPMORGAN CHASE & CO. | ||
| (Registrant) | ||
| By: |
/s/ Jordan A. Costa | |
| Name: |
Jordan A. Costa | |
| Title: |
Managing Director | |
Dated: May 13, 2020
Exhibit 5.1
May 13, 2020
JPMorgan Chase & Co.
383 Madison Avenue
New York, New York 10179
Ladies and Gentlemen:
We have acted as counsel to JPMorgan Chase & Co., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-3 (File No. 333-230098) (as amended, the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the issuance by the Company of $3,000,000,000 aggregate principal amount of Fixed-to-Floating Rate Subordinated Notes due 2031 (the “Subordinated Notes”), pursuant to the Underwriting Agreement, dated May 6, 2020 (the “Underwriting Agreement”), between the Company and the several underwriters named therein. The Subordinated Notes are being issued under the Subordinated Indenture, dated as of March 14, 2014 (as amended by the First Supplemental Indenture, dated as of January 13, 2017, between the Company and U.S. Bank Trust National Association (the “Trustee”), the “Indenture”), between the Company and the Trustee.
We have examined the Registration Statement; the Indenture; duplicates of the global notes representing the Subordinated Notes; and the Underwriting Agreement. In addition, we have examined, and have relied as to matters of fact upon, originals, or duplicates or certified or
| JPMorgan Chase & Co. | -2- | May 13, 2020 |
conformed copies, of such records, agreements, documents and other instruments and such certificates or comparable documents of public officials and of officers and representatives of the Company and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth.
In rendering the opinion set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents. We also have assumed that the Indenture is the valid and legally binding obligation of the Trustee.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that the Subordinated Notes have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Trustee or The Bank of New York Mellon, as authenticating agent under the Indenture on behalf of the Trustee, upon payment and delivery in accordance with the provisions of the Underwriting Agreement, the Subordinated Notes will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms.
Our opinion set forth above is subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing. In addition, we express no opinion as to the validity, legally binding effect or enforceability of Section 110 of the Indenture relating to the separability of provisions of the Indenture.
| JPMorgan Chase & Co. | -3- | May 13, 2020 |
We do not express any opinion herein concerning any law other than the law of the State of New York and the Delaware General Corporation Law.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Company’s Current Report on Form 8-K dated May 13, 2020 and to the use of our name under the caption “Legal Opinions” in the prospectus relating to the Subordinated Notes included in the Registration Statement.
| Very truly yours, |
| /s/ Simpson Thacher & Bartlett LLP |
| SIMPSON THACHER & BARTLETT LLP |