Filed Pursuant to Rule 433
Registration No. 333-230098
Dated: May 19, 2020
Pricing Term Sheet
This term sheet supplements the information set forth under Description of the Notes in the Prospectus Supplement, subject to completion, dated May 19, 2020 to the Prospectus dated April 11, 2019.
|Issuer:||JPMorgan Chase & Co.|
|Security Type:||SEC Registered Senior Notes|
|Security:||Fixed-to-Floating Rate Notes due 2028|
|Maturity:||June 1, 2028|
|Fixed Rate Period:||From and including May 27, 2020 to but excluding June 1, 2027|
|Floating Rate Period:||From and including June 1, 2027 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:||0.500% due April 30, 2027|
|Benchmark Treasury Yield:||0.532%|
|Spread to Benchmark Treasury:||+165 basis points|
|Fixed Rate Coupon:||2.182%, payable semiannually in arrears during the Fixed Rate Period.|
|Floating Rate Coupon:||An annual floating rate equal to the Floating Rate Index plus a spread of 1.890% per annum, payable quarterly in arrears during the Floating Rate Period.|
|Floating Rate Index:||Benchmark rate (expected to be Three-Month Term SOFR)|
|Floating Rate Reset Frequency:||Quarterly during the Floating Rate Period|
|Price to Public:||100% of face amount|
|Proceeds (Before Expenses) to Issuer:||$1,494,000,000|
|Interest Payment Dates:||During the Fixed Rate Period, each June 1 and December 1, beginning December 1, 2020 and including June 1, 2027, and during the Floating Rate Period, each of September 1, 2027, December 1, 2027, March 1, 2028 and June 1, 2028.|
|Business Day:||New York|
|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 November 27, 2020 and prior to June 1, 2027 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 25 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 June 1, 2027 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 April 1, 2028 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 May 19, 2020 to the Prospectus dated April 11, 2019.
|CUSIP/ISIN:||46647PBR6 / US46647PBR64|
|Trade Date:||May 19, 2020|
|Settlement Date:||May 27, 2020 (T+5)|
|Denominations:||$2,000 x $1,000|
|Concurrent Issuance||In addition to the notes described in this term sheet, JPMorgan Chase & Co. is concurrently offering $2,000,000,000 of fixed-to-floating rate notes due 2024. The consummation of each of these offerings is not contingent on any other offering.|
|Sole Bookrunner:||J.P. Morgan Securities LLC|
Commerz Markets LLC
Erste Group Bank AG
ING Financial Markets LLC
Mizuho Securities USA LLC
MUFG Securities Americas Inc.
Natixis Securities Americas LLC
Nykredit Bank A/S
Rabo Securities USA, Inc.
Santander Investment Securities Inc.
SMBC Nikko Securities America, Inc.
Standard Chartered Bank
UniCredit Capital Markets LLC
Amerivet Securities Inc.
Cabrera Capital Markets LLC
Great Pacific Securities
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 May 27, 2020 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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