Term Sheet
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Term Sheet to
Product Supplement No. 191-A-I Registration Statement No. 333-155535 Dated May 26, 2010; Rule 433 |
Structured |
$ Capped Market Plus Notes Linked to the Performance of the U.S. Dollar Relative to the Japanese Yen due June 13, 2011 |
General
Key Terms
Reference Currency: |
U.S. dollar |
Base Currency: |
Japanese yen |
Payment at Maturity: |
If a Knock-Out Event has occurred, you will receive a cash payment at maturity that will reflect the performance of the Reference Currency relative to the Base Currency, subject to the Maximum Return. Under these circumstances, your payment at maturity per $1,000 principal amount note will be calculated as follows: |
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$1,000 + ($1,000 x Reference Currency Return), subject to the Maximum Return In no event, however, will the payment at maturity be less than $0. |
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If a Knock-Out Event has occurred, you will lose some or all of your investment at maturity if the Ending Spot Rate is less than the Starting Spot Rate. |
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If a Knock-Out Event has not occurred, you will receive a cash payment at maturity that will reflect the performance of the Reference Currency relative to the Base Currency, subject to the Contingent Minimum Return and the Maximum Return. If a Knock-Out Event has not occurred, your payment at maturity per $1,000 principal amount note will equal $1,000 plus the product of (a) $1,000 and (b) the greater of (i) the Contingent Minimum Return and (ii) the Reference Currency Return, subject to the Maximum Return. For additional clarification, please see What Is the Return on the Notes at Maturity, Assuming a Range of Performances for the Reference Currency Relative to the Base Currency? in this term sheet. |
Maximum Return: |
At least 9.09%. For example, if the Reference Currency Return is greater than or equal to 9.09%, you will receive the Maximum Return of 9.09%*, which entitles you to a maximum payment at maturity of $1,090.90* for every $1,000 principal amount note that you hold. * The actual Maximum Return and the actual maximum payment at maturity will be set on the pricing date and will not be less than 9.09% and $1,090.90 per $1,000 principal amount note, respectively. |
Contingent Minimum Return: |
2.00%, subject to the credit risk of JPMorgan Chase & Co. |
Knock-Out Event: |
A Knock-Out Event occurs if, on any currency business day during the Monitoring Period, the Daily Spot Rate is less than the Starting Spot Rate by a percentage equal to or greater than the Knock-Out Buffer Amount. |
Knock-Out Buffer Amount: |
10% |
Monitoring Period: |
The period from and including the pricing date to and including the Observation Date |
Reference Currency Return: |
Ending Spot Rate Starting
Spot Rate |
Starting Spot Rate: |
The Starting Spot Rate is expressed in terms of a number of Japanese yen per U.S. dollar as determined by the calculation agent in good faith and in a commercially reasonable manner on the pricing date, taking into account either the rates displayed on Reuters page WMRSPOT12 at the same approximate time that the Daily Spot Rate on any date is to be determined as specified under Additional Key Terms Daily Spot Rate in this term sheet or such exchange rates determined by reference to certain intra-day trades. Although the calculation agent will make all determinations and will take all actions in relation to establishing the Starting Spot Rates in good faith, it should be noted that such discretion could have an impact (positive or negative) on the value of your notes. The calculation agent is under no obligation to consider your interests as a holder of the notes in taking any actions, including the determination of the Starting Spot Rates that might affect the value of your notes. For information about the risks related to this discretion, see Selected Risk Considerations Potential Conflicts on page TS-4 of this term sheet. |
Ending Spot Rate: |
The Daily Spot Rate on the Observation Date |
Observation Date: |
June 8, 2011 |
Maturity Date: |
June 13, 2011 |
CUSIP: |
48124ASF5 |
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Subject to postponement in the event of a market disruption event and as described under Description of Notes Payment at Maturity and Description of Notes Postponement of Valuation Dates or Initial Averaging Dates in the accompanying product supplement no. 191-A-I |
Investing in the Capped Market Plus Notes involves a number of risks. See Risk Factors beginning on page PS-9 of the accompanying product supplement no. 191-A-I and Selected Risk Considerations beginning on page TS-4 of this term sheet.
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 or the accompanying prospectus supplement and prospectus. Any representation to the contrary is a criminal offense.
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Price to Public (1) |
Fees and Commissions (2) |
Proceeds to Us |
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Per note |
$ |
$ |
$ |
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Total |
$ |
$ |
$ |
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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, which includes our affiliates expected cost of providing such hedge as well as the profit our affiliates expect to realize in consideration for assuming the risks inherent in providing such hedge. For additional related information, please see Use of Proceeds beginning on page PS-22 of the accompanying product supplement no. 191-A-I. |
(2) |
Please see Supplemental Plan of Distribution (Conflicts of Interest) in this term sheet for information about fees and commissions. |
The notes are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank.
May 26, 2010
Additional Terms Specific to the Notes
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. 191-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.
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. 191-A-I dated May 26, 2010. 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. 191-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):
Product supplement no. 191-A-I dated May
26, 2010:
http://www.sec.gov/Archives/edgar/data/19617/000089109210002159/e38898-424b2.pdf
Prospectus
supplement dated November 21, 2008:
http://www.sec.gov/Archives/edgar/data/19617/000089109208005661/e33600_424b2.pdf
Prospectus dated November
21, 2008:
http://www.sec.gov/Archives/edgar/data/19617/000089109208005658/e33655_424b2.pdf
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.
Additional Key Terms
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JPMorgan
Structured Investments |
TS-1 |
What Is the Return on the Notes at Maturity, Assuming a Range of Performances for the Reference Currency relative to the Base Currency?
The following table illustrates the hypothetical return at maturity on the notes. The return as used in this term sheet is the number, expressed as a percentage, that results from comparing the payment at maturity per $1,000 principal amount note to $1,000. The hypothetical returns set forth below assume a Starting Spot Rate of 90 and a Maximum Return of 9.09% and reflect the Contingent Minimum Return of 2.00%. The hypothetical returns set forth below are for illustrative purposes only and may not be the actual returns applicable to a purchaser of the notes. The numbers appearing in the following table and examples have been rounded for ease of analysis.
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Return on the Notes |
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Ending Spot |
[Ending Spot |
Reference |
Knock Out Event |
Knock Out Event |
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162.00 |
80.00% |
44.44% |
9.09% |
9.09% |
148.50 |
65.00% |
39.39% |
9.09% |
9.09% |
135.00 |
50.00% |
33.33% |
9.09% |
9.09% |
126.00 |
40.00% |
28.57% |
9.09% |
9.09% |
117.00 |
30.00% |
23.08% |
9.09% |
9.09% |
108.00 |
20.00% |
16.67% |
9.09% |
9.09% |
103.50 |
15.00% |
13.04% |
9.09% |
9.09% |
99.00 |
10.00% |
9.09% |
9.09% |
9.09% |
96.75 |
7.50% |
6.98% |
6.98% |
6.98% |
94.50 |
5.00% |
4.76% |
4.76% |
4.76% |
92.25 |
2.50% |
2.44% |
2.44% |
2.44% |
91.80 |
2.00% |
1.96% |
2.00% |
1.96% |
90.90 |
1.00% |
0.99% |
2.00% |
0.99% |
90.00 |
0.00% |
0.00% |
2.00% |
0.00% |
85.50 |
-5.00% |
-5.26% |
2.00% |
-5.26% |
81.90 |
-9.00% |
-9.89% |
2.00% |
-9.89% |
81.00 |
-10.00% |
-11.11% |
N/A |
-11.11% |
76.50 |
-15.00% |
-17.65% |
N/A |
-17.65% |
72.00 |
-20.00% |
-25.00% |
N/A |
-25.00% |
67.50 |
-25.00% |
-33.33% |
N/A |
-33.33% |
63.00 |
-30.00% |
-42.86% |
N/A |
-42.86% |
54.00 |
-40.00% |
-66.67% |
N/A |
-66.67% |
45.00 |
-50.00% |
-100.00% |
N/A |
-100.00% |
36.00 |
-60.00% |
-150.00% |
N/A |
-100.00%(3) |
27.00 |
-70.00% |
-233.33% |
N/A |
-100.00%(3) |
18.00 |
-80.00% |
-400.00% |
N/A |
-100.00%(3) |
9.00 |
-90.00% |
-900.00% |
N/A |
-100.00%(3) |
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(1) The Daily
Spot Rate is not less than the Starting
Spot Rate by 10% or more on any currency business day during the Monitoring
Period. |
Hypothetical Examples of Amounts Payable at Maturity
The following examples illustrate how the returns set forth in the table above are calculated.
Example 1: A Knock-Out Event has not occurred, and the Daily Spot Rate increases from the Starting Spot Rate of 90 to an Ending Spot Rate of 91.80. Because a Knock-Out Event has not occurred and the Reference Currency Return of 1.96% is less than the Contingent Minimum Return of 2.00%, the investor receives a payment at maturity of $1,020 per $1,000 principal amount note.
Example 2: A Knock-Out Event has not occurred, and the Daily Spot Rate decreases from the Starting Spot Rate of 90 to an Ending Spot Rate of 85.50. Because a Knock-Out Event has not occurred and the Reference Currency Return of -5.26% is less than the Contingent Minimum Return of 2.00%, the investor receives a payment at maturity of $1,020 per $1,000 principal amount note.
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JPMorgan
Structured Investments |
TS-2 |
Example 3: A Knock-Out Event has not occurred, and the Daily Spot Rate increases from the Starting Spot Rate of 90 to an Ending Spot Rate of 96.75. Because a Knock-Out Event has not occurred and the Reference Currency Return of 6.98% is greater than the Contingent Minimum Return of 2.00% but less than the Maximum Return of 9.09%, the investor receives a payment at maturity of $1,069.80 per $1,000 principal amount note, calculated as follows:
$1,000 + ($1,000 x 6.98%) = $1,069.80
Example 4: A Knock-Out Event has not occurred, and the Daily Spot Rate increases from the Starting Spot Rate of 90 to an Ending Spot Rate of 126. Because the Reference Currency Return of 28.57% is greater than the Maximum Return of 9.09%, regardless of whether a Knock-Out Event has occurred, the investor receives a payment at maturity of $1,090.90 per $1,000 principal amount note, the maximum payment on the notes.
Example 5: A Knock-Out Event has occurred, and the Daily Spot Rate decreases from the Starting Spot Rate of 90 to an Ending Spot Rate of 76.50. Because a Knock-Out Event has occurred and the Reference Currency Return is -17.65%, the investor receives a payment at maturity of $823.50 per $1,000 principal amount note, calculated as follows:
$1,000 + ($1,000 x -17.65%) = $823.50
Example 6: A Knock-Out Event has occurred, and the Daily Spot Rate increases from the Starting Spot Rate of 90 to an Ending Spot Rate of 91.80. Because a Knock-Out Event has occurred and the Reference Currency Return is 1.96%, the investor receives a payment at maturity of $1,019.60 per $1,000 principal amount note, calculated as follows:
$1,000 + ($1,000 x 1.96%) = $1,019.60
Example 7: A Knock-Out Event has occurred, and the Daily Spot Rate increases from the Starting Spot Rate of 90 to an Ending Spot Rate of 126. Because the Reference Currency Return of 28.57% is greater than the Maximum Return of 9.09%, regardless of whether a Knock-Out Event has occurred, the investor receives a payment at maturity of $1,090.90 per $1,000 principal amount note, the maximum payment on the notes.
Example 8: A Knock-Out Event has occurred, and the Daily Spot Rate decreases from the Starting Spot Rate of 90 to an Ending Spot Rate of 18. Although the Reference Currency Return is -400%, because a Knock-Out Event has occurred and because the payment at maturity per $1,000 principal amount note may not be less than $0, the investor receives a payment at maturity of $0 per $1,000 principal amount note.
Selected Purchase Considerations
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JPMorgan
Structured Investments |
TS-3 |
should be subject to withholding tax; and whether these instruments are or should be subject to the constructive ownership regime, which very generally can operate to recharacterize certain long-term capital gain as ordinary income and impose an interest charge. While the notice requests comments on appropriate transition rules and effective dates, any Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences of an investment in the notes, possibly with retroactive effect. In 2007 the IRS also issued a revenue ruling holding that a financial instrument with some arguable similarity to the notes is properly treated as a debt instrument denominated in a foreign currency. The notes are distinguishable in meaningful respects from the instrument described in the revenue ruling. If, however, the reach of the revenue ruling were to be extended, it could materially and adversely affect the tax consequences of an investment in the notes for U.S. Holders, possibly with retroactive effect. Both U.S. and Non-U.S. Holders should consult their tax advisers regarding the U.S. federal income tax consequences of an investment in the notes, including possible alternative treatments and the issues presented by the notice and revenue ruling described above. Non-U.S. Holders should also note that they may be withheld upon at a rate of up to 30% unless they have submitted a properly completed IRS Form W-8BEN or otherwise satisfied the applicable documentation requirements.
The discussion in the preceding paragraph, 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 Davis Polk & Wardwell LLP regarding the material U.S. federal income tax consequences of owning and disposing of notes.
Selected Risk Considerations
An investment in the notes involves significant risks. Investing in the notes is not equivalent to investing directly in the Reference Currency, the Base Currency or the exchange rate between the Reference Currency and the Base Currency or any contracts related to the Reference Currency, the Base Currency or the exchange rate between the Reference Currency and the Base Currency. These risks are explained in more detail in the Risk Factors section of the accompanying product supplement no. 191-A-I dated May 26, 2010.
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JPMorgan
Structured Investments |
TS-4 |
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JPMorgan
Structured Investments |
TS-5 |
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JPMorgan
Structured Investments |
TS-6 |
Historical Information
The following graph shows the historical weekly performance of the Reference Currency relative to Base Currency expressed in terms of the conventional market quotation (the amount of the Japanese yen that can be exchanged for one U.S. dollar, which we refer to in this term sheet as the exchange rate) as shown on Bloomberg Financial Markets, from January 7, 2005 through May 21, 2010. The exchange rate of the U.S. dollar at approximately 11:00 a.m., New York City time, on May 25, 2010 was 90.23 relative to the Japanese yen.
The exchange rates displayed in the graph below should not be taken as an indication of future performance, and no assurance can be given as to the Daily Spot Rate on any currency business day during the Monitoring Period or on the Observation Date. We cannot give you assurance that the performance of the Reference Currency relative to the Base Currency will result in the return of any of your initial investment.
The Daily Spot Rate of the U.S. dollar relative to the Japanese yen on May 25, 2010 was 89.69, calculated in the manner set forth under Additional Key Terms Daily Spot Rate on page TS-1 of this term sheet.
Supplemental Plan of Distribution (Conflicts of Interest)
We own, directly or indirectly, all of the outstanding equity securities of JPMSI, the agent for this offering. The net proceeds received from the sale of the notes will be used, in part, by JPMSI or one of its affiliates in connection with hedging our obligation under the notes. In accordance with NASD Rule 2720, JPMSI may not make sales in this offering to any of its discretionary accounts without the prior written approval of the customer.
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 exceed $25.00 per $1,000 principal amount note. See Plan of Distribution (Conflicts of Interest) beginning on page PS-33 of the accompanying product supplement no. 191-A-I.
For a different portion of the notes to be sold in this offering, 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 $25.00 per $1,000 principal amount note.
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JPMorgan
Structured Investments |
TS-7 |