JPMorgan Chase & Co. (“JPMorgan Chase” or the “Firm”) and JPMorgan Chase Financial Company LLC (“JPMorgan Financial”) announced today the commencement of JPMorgan Financial’s offer to exchange (the “Exchange Offer”) its newly offered Alerian MLP Index ETNs due January 28, 2044 (CUSIP: 48133Q309) (the “New Notes” ) for any and all outstanding Alerian MLP Index ETNs due May 24, 2024 (CUSIP: 46625H365) issued by JPMorgan Chase (the “Old Notes” and together with the New Notes, the “Alerian ETNs”). All payments of principal, interest and other amounts payable on the New Notes will be fully and unconditionally guaranteed by JPMorgan Chase (the “Guarantees”). The Old Notes are listed on NYSE Arca, Inc. (“NYSE Arca”) under the ticker symbol “AMJ.” The New Notes are listed on NYSE Arca under the ticker symbol “AMJB.”
A Registration Statement on Form S-4 relating to the issuance of the New Notes and the Guarantees pursuant to the Exchange Offer has been filed with the Securities and Exchange Commission and has been declared effective as of February 6, 2024. The Exchange Offer is being made on the terms and subject to the conditions and restrictions set out in the prospectus dated February 7, 2024 (the “Prospectus”). Capitalized terms used and not otherwise defined in this announcement have the meanings given in the Prospectus.
The Old Notes mature on May 24, 2024. The Exchange Offer gives existing holders of the Old Notes (“Noteholders”) an opportunity to exchange their Old Notes for New Notes that mature on January 28, 2044, which provide similar exposure to the Alerian MLP Index® (the “Index”) as the Old Notes, subject to the terms and conditions set forth in the Prospectus.
The Exchange Offer will expire at 5:00 p.m., New York City time, on April 17, 2024 (the “Expiration Deadline”), unless extended or early terminated by JPMorgan Financial, in which case notification to that effect will be given by or on behalf of JPMorgan Financial in accordance with the Prospectus. Noteholders must validly tender (and not validly withdraw) their Old Notes prior to the Expiration Deadline if they wish to participate in the Exchange Offer.
JPMorgan Financial reserves the right to withdraw or terminate the Exchange Offer if any of the conditions set out in the Prospectus are not satisfied and to extend or amend the terms and conditions of the Exchange Offer at any time for any reason.
Key Terms of the Exchange Offer
The exchange ratio per Old Note validly tendered in the Exchange Offer (and not validly withdrawn) prior to the Expiration Deadline and accepted for exchange (the “Exchange Ratio”) will be equal to one New Note, which will be delivered on the Settlement Date, unless the Exchange Offer is extended or terminated. Old Notes accepted by JPMorgan Financial pursuant to the Exchange Offer will be immediately cancelled. Old Notes that have not been validly tendered and/or accepted for exchange pursuant to the Exchange Offer will remain outstanding after the Settlement Date of the Exchange Offer and will mature on May 24, 2024 in accordance with their terms. The New Notes were first issued on January 30, 2024 pursuant to a Registration Statement on Form S-3 (Registration Nos. 333-270004 and 333-270004-01) of JPMorgan Chase and JPMorgan Financial. Upon completion of the Exchange Offer, JPMorgan Financial will issue additional New Notes to the tendering Noteholders and consolidate such additional New Notes to form a single class with the New Notes then outstanding.
While the Old Notes and the New Notes each offer a return linked to the performance of the Index as measured by its VWAP level, and to cash distributions on its components, subject to the deduction of an investor fee and, if applicable, a repurchase fee, there will be significant differences between the Old Notes and the New Notes. These differences include differences in the issuer, financial terms (including the specific formula for determining amounts payable on the notes) and relevant dates. Additionally, the New Notes will be subject to an issuer right of redemption, which allows JPMorgan Financial to redeem, in its sole discretion on any business day on or after July 26, 2024, some or all outstanding New Notes.
How to Tender or Withdraw Tender of Your Old Notes
Noteholders who wish to tender or withdraw tenders of their Old Notes in the Exchange Offer must do so by contacting their respective broker, dealer or other person who is shown in the records of the Depository Trust Company (“DTC”) as a Noteholder of the Old Notes (an “Intermediary”) and instructing their broker or dealer to arrange for the transfer of their Old Notes through DTC’s Automated Tender Offer Program (“ATOP”), subject to the terms and procedures of that system. Intermediaries may have deadlines for participating in the Exchange Offer prior to the Expiration Deadline. Noteholders should carefully review the specific procedures for tendering Old Notes in the Prospectus under the section entitled “The Exchange Offer—Procedures for Tendering Old Notes” with respect to the Exchange Offer.
JPMorgan Financial reserves the right, in its sole and absolute discretion, not to accept any Exchange Instructions, not to accept Old Notes for exchange or to amend or waive any of the terms and conditions of the Exchange Offer in any manner, subject to applicable laws and regulations.
For Further Information
A complete description of the terms and conditions of the Exchange Offer is set out in the Prospectus. Further details about the transaction can be obtained from J.P. Morgan Securities LLC, the Dealer Manager for the Exchange Offer, at 383 Madison Ave., New York, New York 10179, by telephone at 1-800-576-3529 or by email at alerian_etn@jpmorgan.com.
Questions or requests for assistance in connection with the delivery of an Exchange Instruction may be directed to the Exchange Agent, The Bank of New York Mellon, by telephone at 212-815-5362 or by email at ct_reorg_unit_inquiries@bnymellon.com.
Selected Risk Considerations
The New Notes may not be appropriate for all investors. The New Notes are subject to the credit risk of JPMorgan Financial, as issuer of the notes, and the credit risk of JPMorgan Chase, as guarantor of the notes. You may receive less, and possibly significantly less, than the principal amount of your investment in the New Notes at maturity or early redemption or upon repurchase or sale. Coupon payments on the New Notes will vary and could be zero. There is no actual portfolio of assets in which any investor in the New Notes has any ownership or other interest. Investors in the New Notes do not have voting rights, distribution rights or other rights with respect to the assets included in the tracked index. An investment in the New Notes involves significant risks. For further information regarding risks, please see the section entitled “Risk Factors—Risks Relating to the New Notes Generally” in the Prospectus.
Neither this press release nor the Prospectus constitutes an offer to sell or the solicitation of an offer to buy the Old Notes, the New Notes or the Guarantees in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful. The Exchange Offer may be made solely pursuant to the terms and conditions described in the Prospectus. None of JPMorgan Financial, JPMorgan Chase, the Trustee, the Dealer Manager or the Exchange Agent makes any recommendation as to whether you should exchange your Old Notes in the Exchange Offer. In addition, each Noteholder participating in the Exchange Offer will be deemed to give certain representations in respect of the other jurisdictions referred to above and generally as set out in the Prospectus under the section entitled “The Exchange Offer—Noteholder Representations” with respect to the Exchange Offer. Any tender of Old Notes for exchange pursuant to the Exchange Offer from a Noteholder that is unable to make these representations will not be accepted.
About JPMorgan Chase & Co.
JPMorgan Chase & Co. (NYSE: JPM) is a leading financial services firm based in the United States of America (“U.S.”), with operations worldwide. JPMorgan Chase had $3.9 trillion in assets and $328 billion in stockholders’ equity as of December 31, 2023. The Firm is a leader in investment banking, financial services for consumers and small businesses, commercial banking, financial transaction processing and asset management. Under the J.P. Morgan and Chase brands, the Firm serves millions of customers in the U.S., and many of the world’s most prominent corporate, institutional and government clients globally. Information about JPMorgan Chase & Co. is available at www.jpmorganchase.com.
Investment suitability must be determined individually for each investor, and the Exchange Offer and New Notes may not be appropriate for all investors. This information is not intended to provide and should not be relied upon as providing accounting, legal, regulatory or tax advice. Investors should consult with their own advisors as to these matters.
JPMorgan Chase & Co. and JPMorgan Chase Financial Company LLC have filed a Registration Statement (including a prospectus) on Form S-4 with the SEC relating to the Exchange Offer and the New Notes and the related Guarantees. Before you invest, you should read the information and exhibits in the Registration Statement, as amended from time to time, and the information incorporated by reference therein for more complete information about JPMorgan Chase & Co., JPMorgan Chase Financial Company LLC and the Exchange Offer. You may get these documents without cost by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, JPMorgan Chase & Co., JPMorgan Chase Financial Company LLC or J.P. Morgan Securities LLC will arrange to send you the prospectus if you so request by calling toll-free 1-800-576-3529.
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Contacts
J.P. Morgan Securities LLC
1-800-576-3529
alerian_etn@jpmorgan.com
