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Filed Pursuant to Rule 433

Registration No. 333-209681

Dated: June 11, 2018

Pricing Term Sheet

This term sheet supplements the information set forth under “Description of the Notes” in the Prospectus Supplement, subject to completion, dated June 11, 2018 to the Prospectus dated April 15, 2016.

 

Issuer:   JPMorgan Chase & Co.
Security Type:   SEC Registered Senior Notes
Security:   Floating Rate Notes due 2022
Currency:   USD
Size:   $1,100,000,000
Maturity:   June 18, 2022
Payment Frequency:   Quarterly
Day Count Fraction:   Actual/360
Index:   Three-month LIBOR
Re-offer Spread to Index:   +61 basis points
Price to Public:   100% of face amount
Proceeds (Before Expenses) to Issuer:   $1,097,250,000 (99.75%)
Interest Payment Dates:   March 18, June 18, September 18 and December 18 of each year, commencing September 18, 2018
Business Day:   New York and London
Business Day Convention:   Modified Following Business Day
Reset Frequency:   Quarterly
Optional Redemption:  

We may redeem the notes, at our option, in whole, but not in part, on June 18, 2021 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 May 18, 2022, 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 June 11, 2018 to the Prospectus dated April 15, 2016.


CUSIP/ISIN:   46647PAT3/ US46647PAT30
Trade Date:   June 11, 2018
Settlement Date:   June 18, 2018 (T+5)
Denominations:   $2,000 x $1,000
Sole Bookrunner:   J.P. Morgan Securities LLC
Co-Managers:   BMO Capital Markets Corp.
  BNY Mellon Capital Markets, LLC
  Capital One Securities, Inc.
  CIBC World Markets Corp.
  Citizens Capital Markets
  Fifth Third Securities, Inc.
  KeyBanc Capital Markets Inc.
  RBC Capital Markets, LLC
  Regions Securities LLC
  Scotia Capital (USA) Inc.
  SunTrust Robinson Humphrey, Inc.
  TD Securities (USA) LLC
  The Huntington Investment Company
  Drexel Hamilton
  Samuel A. Ramirez & Company, Inc.
  The Williams Capital Group, L.P.

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 June 18, 2018 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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