Term sheet
To
prospectus dated November 21, 2008,
prospectus supplement dated November 21, 2008 and
product supplement no. 165-A-I dated May 1, 2009
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Term sheet to
Product Supplement No. 165-A-I
Registration
Statement No. 333-155535
Dated June 29, 2009; Rule 433 |
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Structured
Investments
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JPMorgan Chase & Co.
$
Floating Rate Notes Linked to the
3-Month USD LIBOR due July 20, 2014
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General
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Senior unsecured obligations of JPMorgan
Chase & Co. maturing July
20, 2014, subject to
postponement as described below.
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The notes are designed for investors
who seek quarterly fixed-rate interest payments for the Initial Interest
Periods, as defined below, and then quarterly floating-rate interest payments,
which will not be greater than the Maximum Rate of 10.00% per annum, linked to
the 3-Month USD LIBOR plus a spread, which will not be less than 0.00%, calculated as
the 3-Month USD LIBOR minus a fixed rate of 2.00%, while seeking full principal
protection at maturity.
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Minimum denominations of $1,000 and
integral multiples thereof.
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The terms of the notes as set forth
below, to the extent they differ or conflict with those set forth in the
accompanying product supplement no. 165-A-I, will supersede the terms set forth
in product supplement no. 165-A-I.
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The notes are expected to price on or
about July 17, 2009 and are expected to settle on or about
July 20, 2009.
Key Terms
Maturity
Date:
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July 20, 2014, or if
such day is not a Business Day, the next succeeding Business Day.
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Interest:
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With respect to each Interest Period, for each $1,000
principal amount note, the interest payment, if any, will be calculated as
follows:
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$1,000 × Interest Rate × (the actual
number of days in the Interest Period/360) |
Initial
Interest Rate:
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2.75%
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Interest
Rate:
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(a) With respect to the Initial Interest Periods, the
Initial Interest Rate, and (b) with respect to each Interest Period following
the final Initial Interest Period, a rate per annum calculated as the lesser
of:
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(i) (A) the LIBOR plus (B) the greater of the LIBOR minus
2.00% and 0.00%; and |
(ii) the Maximum Rate |
Notwithstanding the foregoing, in no event will the Interest
Rate be less than the Minimum Rate of 0.00%. |
LIBOR:
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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 Determination Date, as determined by the
calculation agent. If on the applicable Determination Date, the LIBOR cannot
be determined by reference to Reuters page LIBOR01 (or any successor page),
then the calculation agent will determine the 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-I.
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Determination
Dates:
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Two London Business Days immediately prior to the beginning of the
applicable Interest Period.
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Initial
Interest Periods:
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The period
beginning on and including the issue date of the notes and ending on but
excluding the first Initial Interest Payment Date and each successive period
beginning on and including an Initial Interest Payment Date and ending on but
excluding the next succeeding Initial Interest Payment Date.
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Initial
Interest Payment Dates:
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Initial
Interest on the notes will be payable quarterly in arrears on October 20, 2009, January 20, 2010, April 20, 2010 and July 20, 2010 (each
such date, an Initial Interest Payment Date). If an Initial 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 Initial
Interest Payment Date, as postponed, will accrue to but excluding such
Initial Interest Payment Date, as postponed.
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Interest
Periods:
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The period
beginning on and including the final Initial Interest Payment Date 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.
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Interest
Payment Date:
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Interest on the notes will be payable quarterly in arrears
on the 20th calendar day of January, April, July and October of
each year (each such date, an Interest Payment Date), commencing October 20, 2010, to and including the Interest
Payment Date corresponding to 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. See Selected Purchase
Considerations Quarterly Interest Payments in this term sheet for more
information.
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Minimum
Rate:
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0.00%
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Maximum
Rate:
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10.00%
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Payment at
Maturity:
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At maturity you will receive a cash payment for each $1,000
principal amount note of $1,000 plus any accrued and unpaid interest.
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London Business Day:
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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.
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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:
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48123L3R3
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Investing in the Floating Rate Notes
involves a number of risks. See Risk Factors beginning on page PS-11 of the
accompanying product supplement no. 165-A-I 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-I 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
Securities and Exchange Commission nor any state securities commission has
approved or disapproved of the notes or passed upon the accuracy or the
adequacy of this term sheet, the accompanying product supplement no. 165-A-I or
the accompanying prospectus supplement and prospectus. Any representation to
the contrary is a criminal offense.
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Price to Public (1)
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Fees and Commissions (2)
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Proceeds to Us
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Per note
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$
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$
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$
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Total
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$
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$
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$
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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.
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(2) |
Please see
Supplemental Plan of Distribution in this term sheet for information about
fees and commissions. |
The notes
are not bank deposits and are not insured by the Federal Deposit Insurance Corporation
or any other governmental agency, nor are they obligations of, or guaranteed
by, a bank. The notes are not guaranteed under the Federal
Deposit Insurance Corporations Temporary Liquidity Guarantee Program.
June 29, 2009
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-I dated May 1, 2009. 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-I, 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):
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.
Supplemental Information Relating to
the Terms of the Notes
For purposes of the notes, the
following sentence will replace the last sentence of the first paragraph under
General Terms of NotesPayment Upon an Event of Default in the accompanying
product supplement no. 165-A-I:
In such case, interest will be
calculated on the basis of a 360-day year and the actual number of days in such
adjusted Interest Period and will be based on (1) the Interest Rate on the
Determination Date immediately preceding such adjusted Interest Period or
(2) if such adjusted Interest Period falls within an Initial Interest Period,
the Initial Interest Rate.
Selected Purchase Considerations
PRESERVATION OF CAPITAL AT MATURITY You will receive at least 100% of
the principal amount of your note if you hold the note to maturity, regardless
of the LIBOR or the spread, calculated as the LIBOR minus 2.00%. Because the notes are
our senior unsecured obligations, payment of any amount at maturity is subject
to our ability to pay our obligations as they become due.
- QUARTERLY INTEREST PAYMENTS The notes offer quarterly interest
payments, which are payable in arrears at the applicable Interest Rate. Interest for each Initial Interest
Period will accrue at a rate of 2.75% per annum, which will be made in
quarterly payments on October 20, 2009, January 20, 2010, April 20, 2010 and
July 20, 2010 (each such date, an Initial Interest Payment Date) to the
holders of record at the close of business on the date 15 calendar days prior
to the applicable Initial Interest Payment Date. If an Initial Interest
Payment Date is not a Business Day, payment will be made on the next Business
Day immediately following such day, provided that any interest payment on such
Initial Interest Payment Date, as postponed, will accrue to but excluding such
Initial Interest Payment Date, as postponed. Interest for each Interest Period
other than the Initial Interest Periods, if any, will accrue at a rate per
annum equal to the lesser of (a) the LIBOR plus the greater of (i) the LIBOR minus
2.00% and (ii) 0.00%; and (b) the Maximum Rate of 10.00%. In no event,
however, will the Interest Rate be less than the Minimum Rate of 0.00%.
Interest will be payable quarterly in arrears on the 20th calendar day of
January, April, July and October of each year (each such date, an Interest
Payment Date) commencing on October 20, 2010 to and including the Interest
Payment Date corresponding to the Maturity Date, to the holders of record at
the close of business on the date 15 calendar days prior to the applicable
Interest Payment Date. If an Interest Payment Date is not a Business Day,
payment will be made on the next Business Day immediately following such day,
provided that any interest payment on such Interest Payment Date, as postponed,
will accrue to but excluding such Interest Payment Date, as postponed.
- TAXED AS CONTINGENT PAYMENT DEBT
INSTRUMENTS You
should review carefully the section entitled Certain U.S. Federal Income Tax
Consequences in the accompanying product supplement no. 165-A-I. Subject to
the limitations described therein, in the opinion of our special tax counsel, Sidley
Austin LLP, the notes will be
treated for U.S. federal income tax purposes as
contingent payment debt instruments. You will generally be required to
recognize interest income in each year at the comparable yield, as determined
by us. Interest included in income will increase your tax basis in the notes
and the projected amount of stated interest payments made to you will reduce
your tax basis in the notes. Generally, amounts received at maturity or
earlier sale or disposition in excess of your tax basis will be treated as
additional interest income while any loss will be treated as an ordinary loss
to the extent of all previous interest inclusions with respect to the notes,
which will be deductible against other income (e.g., employment and interest
income), with the balance treated as capital loss, the deductibility of which
may be subject to limitations. Purchasers who are not initial purchasers of
notes at the issue price should consult their tax advisers with respect to the
tax consequences of an investment in the notes, including the treatment of the
difference, if any, between their basis in the notes and the notes adjusted
issue price.
Subject to certain assumptions and
representations received from us, the discussion in this section entitled
Taxed as Contingent Payment Debt Instruments, when read in combination with
the section entitled Certain U.S. Federal Income Tax Consequences in the
accompanying product supplement, constitutes the full opinion of Sidley Austin LLP regarding the material U.S. federal income tax treatment of owning and disposing
of the notes.
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JPMorgan
Structured Investments
Floating Rate Notes Linked to the 3-Month USD LIBOR
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TS-1 |
- COMPARABLE YIELD AND PROJECTED PAYMENT
SCHEDULE We will
determine the comparable yield for the notes and will provide that comparable
yield in the pricing supplement for the notes, which we will file with the
SEC. If the notes had priced on June 29, 2009 and we had determined the comparable yield on that date, it would have
been an annual rate of 2.91%, compounded quarterly. To obtain the projected
payment schedule, contact a Certified Financial Analyst at the Global
Securities Group Desk at 800-576-3529. Neither the comparable yield nor the
projected payment schedule constitutes a representation by us regarding the
actual amount that we will pay on the notes.
Selected Risk Considerations
An
investment in the notes involves significant risks. These risks are explained
in more detail in the Risk Factors section of the accompanying product
supplement no. 165-A-I dated May 1, 2009.
- THE NOTES ARE
NOT ORDINARY DEBT SECURITIES; THE INTEREST RATE ON THE NOTES (AFTER THE INITIAL
INTEREST PERIODS) IS NOT FIXED AND IS VARIABLE The rate of interest paid by us on
the notes for each Interest Period other than the Initial Interest Periods is
not fixed, but will vary depending on the LIBOR and the spread, calculated as
LIBOR minus 2.00%, which may be less than returns otherwise payable on debt
securities issued by us with similar maturities. The variable interest rate on
the notes, while determined, in part, by reference to the LIBOR, does not
actually pay at such rates. You should consider, among other things, the
overall annual percentage rate of interest to maturity as compared to other
equivalent investment alternatives. We have no control over any fluctuations
in the LIBOR or the spread, calculated as LIBOR minus 2.00%.
- THE INTEREST
RATE ON THE NOTES IS BASED ON THE LIBOR AND THE SPREAD, CALCULATED AS LIBOR MINUS
2.00%, WHICH MAY RESULT IN AN INTEREST RATE OF ZERO For the Initial Interest Periods,
the Interest Rate will be 2.75%. The Interest Rate for any Interest Period
other than an Initial Interest Period is a rate per annum equal to the lesser
of (a) the LIBOR plus the greater of (i) the LIBOR minus a fixed
rate of 2.00% and (ii) 0.00%; and (b) the Maximum Rate of 10.00% and will be
subject to the Minimum Rate of 0.00%. The LIBOR may be influenced by a number
of factors, including (but not limited to) monetary policies, fiscal policies,
inflation, general economic conditions and public expectations with respect to
such factors. The effect that any single factor may have on the LIBOR may be
partially offset by other factors. We cannot predict the factors that may
cause the LIBOR, and consequently the Interest Rate for an Interest Period
other than an Initial Interest Period, to increase or decrease. A decrease in
the LIBOR will result in a reduction of the applicable Interest Rate used to
calculate the Interest for any Interest Period other than an Interest Period.
If the LIBOR is equal to or less than zero, the Interest Rate for the applicable Interest Period will be
equal to the Minimum Rate of 0.00%. Interest with respect to any Interest Period other than an
Initial Interest Period may be equal to zero, and you will not be compensated
for any loss in value due to inflation and other factors relating to the value
of money over time during such period.
- CREDIT RISK OF JPMORGAN CHASE & CO. The notes are subject to the credit
risk of JPMorgan Chase & Co. and our credit ratings and credit spreads may
adversely affect the market value of the notes. Payment on the notes is
dependent on JPMorgan Chase & Co.s ability to pay the amount due on the
notes at maturity, and therefore your payment on the notes is subject to our
credit risk and to changes in the markets view of our creditworthiness.
Any decline in our credit ratings or increase in the credit spreads
charged by the market for taking our credit risk is likely to adversely affect
the value of the notes.
- THE INTEREST
RATE ON THE NOTES WILL NOT BE GREATER THAN 10.00% PER ANNUM The Interest Rate will be subject to
the Maximum Rate of 10.00% per annum (which corresponds to a LIBOR of 6.00%)
which will limit the amount of interest you may receive on each Interest
Payment Date. As a result, the Interest Rate will not exceed the Maximum Rate
of 10.00% per annum, regardless of the appreciation of the LIBOR, which may be
significant. The Maximum Rate applies with respect to the determination of the
Interest Rate for each quarterly payment and not on an annual basis with
respect to the total amount of interest paid during any given year. Therefore,
during any year, if the Interest Rate for at least one Interest Period is less
than 10.00%, even if the Interest Rate is 10.00% for the remaining Interest
Periods during such year, your actual return for such year will be less than
10.00%. The notes may provide less interest income than an investment in a
similar instrument that is not subject to a maximum interest rate. The Maximum
Rate does not apply to the Interest Rate for any Initial Interest Period, which
will be limited to the Initial Interest Rate of 2.75%. In no event will the
Interest Rate for an Initial Interest Period be greater than or less than
2.75%.
- THERE MAY BE
CHANGES IN BANKS INTER-BANK LENDING RATE REPORTING PRACTICES OR THE METHOD
PURSUANT TO WHICH THE LIBOR IS DETERMINED Concerns have been expressed that some of the member
banks recently surveyed by the British Bankers Association (BBA) in
connection with the calculation of daily London Interbank Offered Rates,
including 3-Month USD LIBOR, may have been under-reporting the inter-bank
lending rate applicable to them in order to avoid an appearance of capital
insufficiency or adverse reputation or other consequences that may result from
reporting higher inter-bank lending rates. If such under-reporting has
occurred, it may have resulted in the London Interbank Offered Rates being
artificially low. If such under-reporting in fact exists and some or all of the
member banks discontinue such practice, there may be a resulting sudden or
prolonged upward movement in London Interbank Offered Rates (including 3-Month
USD LIBOR). In addition, the BBA recently announced that it will change the
London Interbank Offered Rates rate-fixing process by increasing the number of
banks surveyed to set a London Interbank Offered Rates. The BBA also indicated
that it will consider adding a second rate fixing process for U.S. dollar
London Interbank Offered Rates after the U.S.
market opening, after discussion with the member banks. The BBA is continuing
its consideration of ways to strengthen the oversight of the process. The
changes announced by the BBA, or future changes adopted by the BBA, in the
method pursuant to which the London Interbank Offered Rates are determined may
result in a sudden or prolonged increase in the reported London Interbank
Offered Rates (including 3-Month USD LIBOR).
- THE LIBOR AND
THE SPREAD BETWEEN THE LIBOR AND 2.00% WILL BE AFFECTED BY A NUMBER OF FACTORS The amount of interest, if any,
payable on notes will depend on the LIBOR and the spread between the LIBOR and
2.00%. A number of factors can affect the LIBOR and the spread between the
LIBOR and 2.00% by causing changes in the value of the LIBOR including, but not
limited to:
- changes in, or perceptions, about the
future LIBOR;
- general economic conditions;
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JPMorgan
Structured Investments
Floating Rate Notes Linked to the 3-Month USD LIBOR
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TS-2 |
- prevailing interest rates; and
- policies of the Federal Reserve Board
regarding interest rates.
These and other factors may have a
negative impact on the payment of interest on the notes and on the value of the
notes in the secondary market.
- THE LIBOR MAY
BE VOLATILE The
LIBOR is subject to volatility due to a variety of factors affecting interest
rates generally, including but not limited to:
- supply and demand among banks in London for U.S. dollar-denominated deposits with
approximately a three month term;
- sentiment regarding underlying
strength in the U.S. and global economies;
- expectations regarding the level of
price inflation;
- sentiment regarding credit quality in
the U.S. and global credit markets;
- central bank policy regarding interest
rates;
- inflation and expectations concerning
inflation; and
- performance of capital markets.
Increases or decreases in the LIBOR
could result in the corresponding Interest Rate decreasing or an Interest Rate
of zero and thus in the reduction of interest payable, if any, on the notes.
- CERTAIN BUILT-IN COSTS ARE LIKELY TO
ADVERSELY AFFECT THE VALUE OF THE NOTES PRIOR TO MATURITY While the payment at maturity
described in this term sheet is based on the full principal amount of your
notes, the original issue price of the notes includes the estimated cost of
hedging our obligations under the notes through one or more of our affiliates.
As a result, the price, if any, at which J.P. Morgan Securities Inc., which we
refer to as JPMSI, will be willing to purchase notes from you in secondary
market transactions, if at all, will likely be lower than the original issue
price, and any sale prior to the maturity date could result in a substantial
loss to you. The notes are not designed to be short-term trading instruments.
Accordingly, you should be able and willing to hold your notes to maturity.
- LACK OF LIQUIDITY The notes will not be listed on any
securities exchange. JPMSI intends to offer to purchase the notes in the
secondary market but is not required to do so. Even if there is a secondary
market, it may not provide enough liquidity to allow you to trade or sell the
notes easily. Because other dealers are not likely to make a secondary market
for the notes, the price at which you may be able to trade your notes is likely
to depend on the price, if any, at which JPMSI is willing to buy the notes.
- POTENTIAL CONFLICTS We and our affiliates play a variety
of roles in connection with the issuance of the notes, including acting as
calculation agent and hedging our obligations under the notes. In performing
these duties, the economic interests of the calculation agent and other
affiliates of ours are potentially adverse to your interests as an investor in
the notes.
- MANY ECONOMIC AND MARKET FACTORS WILL
IMPACT THE VALUE OF THE NOTES In addition to the LIBOR on any day,
the value of the notes will be affected by a number of economic and market
factors that may either offset or magnify each other, including:
- the expected volatility of the LIBOR;
- the spread between the LIBOR and
2.00%;
- the time to maturity of the notes;
- interest and yield rates in the market
generally, as well as the volatility of those rates;
- a variety of economic, financial,
political, regulatory or judicial events; and
- our creditworthiness, including actual
or anticipated downgrades in our credit ratings.
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JPMorgan
Structured Investments
Floating Rate Notes Linked to the 3-Month USD LIBOR
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TS-3 |
Hypothetical
Interest Rate for an Interest Period other than an Initial Interest Period
The
Interest Rate for each Initial Interest Period will be 2.75% per annum. The
following table illustrates the Interest Rate determination for an Interest
Period other than an Initial Period for a hypothetical range of performance for
the LIBOR and reflects the fixed rate of 2.00%, the minimum value of 0.00% for
the spread between the LIBOR and 2.00% and the Maximum Rate of 10.00%. The
hypothetical LIBORs, spreads between the LIBOR and 2.00% and interest payments
set forth in the following examples are for illustrative purposes only and may
not be the actual LIBOR, spread between the LIBOR and 2.00% or interest payment
applicable to a purchaser of the notes.
* |
The Interest Rate cannot be greater than the Maximum Rate of 10.00%. |
** |
The
spread between the LIBOR and 2.00% cannot be less than the minimum value of
0.00%. |
*** |
The Interest Rate cannot be less than the Minimum Rate of 0.00% |
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 and that each Interest Period consists of 91 actual days.
Example 1:
The LIBOR is 3.00%. Because 1.00% (LIBOR - 2.00%) is greater than the
minimum value of 0.00% for the spread between the LIBOR and 2.00%, the Interest
Rate is 4.00% calculated as follows:
3.00% + (3.00% - 2.00%) = 4.00%
The
Interest for such Interest Period is calculated as follows:
$1,000 × 4.00% × (91/360) = $10.11
Example 2:
The LIBOR is 1.00%. Because -1.00% (LIBOR - 2.00%) is less than the
minimum value of 0.00% for the spread between the LIBOR and 2.00%, the Interest
Rate is 1.00% calculated as follows:
1.00% + (0.00%) = 1.00%
The
Interest for such Interest Period is calculated as follows:
$1,000 × 1.00% × (91/360) = $2.53
Example 3:
The LIBOR is 6.50%. The spread between the LIBOR and 2.00% is 4.50%,
which is greater than the minimum value 0.00%. However, because the LIBOR of
6.50% plus 4.50% exceeds the Maximum Rate of 10.00%, the Interest Rate is the
Maximum Rate of 10.00% and the Interest for such Interest Period is calculated
as follows:
$1,000 × 10.00% × (91/360) = $25.28
Example 4:
The LIBOR is -0.50%. Because the LIBOR of -0.50 plus minimum value of
0.00% for the spread between the LIBOR and 2.00% is less than the Minimum Rate
of 0.00%, the Interest Rate is the Minimum Rate of 0.00% and you will not
receive any interest for such Interest Period.
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JPMorgan
Structured Investments
Floating Rate Notes Linked to the 3-Month USD LIBOR
|
TS-4 |
Historical
Information
The
following graph sets forth the daily historical performance of the 3-Month USD
LIBOR from January 2, 2004 through June 29, 2009. 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.
The 3-Month
USD LIBOR, as appeared on Reuters page LIBOR01 at approximately 11:00 a.m., London time on June 29, 2009 was
0.59688%.
The historical rates should not be
taken as an indication of future performance, and no assurance can be given as
to the 3-Month USD LIBOR on any Determination Date. We cannot give you
assurance that the performance of the 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.
Supplemental Plan of Distribution
JPMSI,
acting as agent for JPMorgan Chase & Co., will receive a commission that
will depend on market conditions on the pricing date. In no event will that
commission, which includes structuring and development fees, exceed $20.00 per
$1,000 principal amount note. See Plan of Distribution beginning on page
PS-29 of the accompanying product supplement no. 165-A-I.
An affiliated bank
will receive a fee and another affiliate of ours will receive a structuring and
development fee. In no event will the total amount of these fees exceed $20.00
per $1,000 principal amount note.
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JPMorgan
Structured Investments
Floating Rate Notes Linked to the 3-Month USD LIBOR
|
TS-5 |