Issuer: | JPMorgan Chase & Co. | ||||
Security Type: | SEC Registered Senior Notes | ||||
Security: | Fixed-to-Floating Rate Notes due 2035 | ||||
Currency: | USD | ||||
Size: | $3,000,000,000 | ||||
Maturity: | January 23, 2035 | ||||
Fixed Rate Period: | From and including January 23, 2024 to, but excluding, January 23, 2034 | ||||
Floating Rate Period: | From and including January 23, 2034 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: | 4.500% due November 15, 2033 | ||||
Benchmark Treasury Yield: | 4.056% | ||||
Spread to Benchmark Treasury: | +128 basis points | ||||
Reoffer Yield: | 5.336% | ||||
Fixed Rate Coupon: | 5.336%, 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 1.620% per annum, payable quarterly in arrears during the Floating Rate Period. | ||||
Floating Rate Index: | Benchmark rate (expected to be Compounded SOFR as described under “Description of the Notes—Interest on the notes” in the Preliminary Prospectus Supplement). | ||||
Floating Rate Reset Frequency: | Quarterly during the Floating Rate Period | ||||
Price to Public: | 100% of face amount | ||||
Proceeds (Before Expenses) to Issuer: | $2,986,500,000 | ||||
Interest Payment Dates: | During the Fixed Rate Period, each January 23 and July 23, beginning July 23, 2024 and including January 23, 2034, and during the Floating Rate Period, each of April 23, 2034, July 23, 2034, October 23, 2034 and January 23, 2035. | ||||
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 July 23, 2024 and prior to January 23, 2034 upon at least 5 days’ but no more than 60 days’ notice to holders of the notes, at a redemption price equal to the greater of: (i) (a) the sum of the present values of the remaining scheduled payments of principal and interest on the notes to be | ||||
redeemed discounted to the redemption date (assuming the notes matured on January 23, 2034) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the “Treasury Rate” plus 20 basis points less (b) interest accrued on those notes to the redemption date; and (ii) 100% of the principal amount of the notes to be redeemed; plus, in either case, accrued and unpaid interest on the notes to be redeemed to, but excluding, the redemption date. | |||||
In addition, we may redeem the notes, at our option, in whole, but not in part, on January 23, 2034 upon at least 5 days’ but no more than 60 days’ notice to holders of the notes, at a redemption price equal to 100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date. | |||||
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 October 23, 2034 upon at least 5 days’ but no more than 60 days’ notice to holders of the notes, at a redemption price equal to 100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date. | |||||
The foregoing supplements and supersedes the information set forth under “Description of the Notes” in the Preliminary Prospectus Supplement. | |||||
CUSIP/ISIN: | 46647PEC6 / US46647PEC68 | ||||
Trade Date: | January 16, 2024 | ||||
Settlement Date: | January 23, 2024 (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 $500,000,000 of floating rate notes due 2028, $2,500,000,000 of fixed-to-floating rate notes due 2028 and $2,500,000,000 of fixed-to-floating rate notes due 2030. The consummation of each of these offerings is not contingent on any other offering. | ||||
Sole Bookrunner: | J.P. Morgan Securities LLC | ||||
Co-Managers: | Bank of China Limited, London Branch BBVA Securities Inc. BMO Capital Markets Corp. Capital One Securities, Inc. CIBC World Markets Corp. Commonwealth Bank of Australia Danske Markets Inc. Fifth Third Securities, Inc. Huntington Securities, Inc. ING Financial Markets LLC Intesa Sanpaolo IMI Securities Corp. KeyBanc Capital Markets Inc. Lloyds Securities Inc. Mizuho Securities USA LLC MUFG Securities Americas Inc. Nordea Bank Abp PNC Capital Markets LLC RB International Markets (USA) LLC RBC Capital Markets, LLC Regions Securities LLC Santander US Capital Markets LLC Scotia Capital (USA) Inc. SG Americas Securities, LLC SMBC Nikko Securities America, Inc. Standard Chartered Bank TD Securities (USA) LLC Truist Securities, Inc. U.S. Bancorp Investments, Inc. Westpac Capital Markets LLC Academy Securities, Inc. |
C.L. King & Associates, Inc. Cabrera Capital Markets LLC CastleOak Securities, L.P. Drexel Hamilton, LLC Falcon Square Capital LLC Great Pacific Securities Loop Capital Markets LLC Mischler Financial Group, Inc. Penserra Securities LLC R. Seelaus & Co., LLC Roberts & Ryan Investments, Inc. Samuel A. Ramirez & Company, Inc. Siebert Williams Shank & Co., LLC Telsey Advisory Group LLC Tigress Financial Partners, LLC |