UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 3.03. | Material Modification to Rights of Security Holders |
On March 17, 2021, JPMorgan Chase & Co. (the “Company”) issued 150,000 shares (the “Shares”) of the Company’s 4.55% Non-Cumulative Preferred Stock, Series JJ, par value of $1.00 per share and with a liquidation preference of $10,000 per share (the “Series JJ Preferred Stock”), which Shares were deposited against delivery of depositary receipts (the “Depositary Receipts”) evidencing 60,000,000 depositary shares (the “Depositary Shares”), each representing a 1/400th interest in a Share, issued by Computershare Inc., as depositary.
Under the terms of the Series JJ Preferred Stock, the ability of the Company to pay dividends on, make distributions with respect to, or to redeem, purchase or acquire, or make a liquidation payment on its common stock or any preferred stock ranking on a parity with or junior to the Series JJ Preferred Stock, will be subject to restrictions in the event that the Company does not declare dividends on the Series JJ Preferred Stock for the most recently completed dividend period or, in the case of any such liquidation payment, does not pay to holders of the Series JJ Preferred Stock liquidation distributions of $10,000 per Share, plus any declared and unpaid dividends.
The terms of the Series JJ Preferred Stock are more fully described in the Certificate of Designations (as defined below), which establishes the rights, preferences, privileges, qualifications, restrictions and limitations relating to the Series JJ Preferred Stock. Copies of the Certificate of Designations and the form of certificate representing the Series JJ Preferred Stock are included as Exhibit 3.1 and Exhibit 4.1, respectively, to this Current Report on Form 8-K and are incorporated by reference herein. The terms of the Depositary Shares are set forth in the Deposit Agreement, dated March 17, 2021, among the Company, Computershare Inc., as depositary, and the holders from time to time of the Depositary Receipts issued thereunder (the “Deposit Agreement”) and the form of Depositary Receipt. Copies of the Deposit Agreement and the form of Depositary Receipt are included as Exhibit 4.2 and Exhibit 4.3, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On March 16, 2021, the Company filed a Certificate of Designations, Powers, Preferences and Rights with the Secretary of State of the State of Delaware, establishing the rights, preferences, privileges, qualifications, restrictions and limitations relating to the Series JJ Preferred Stock (the “Certificate of Designations”). The Certificate of Designations became effective with the Secretary of State of the State of Delaware upon filing. A copy of the Certificate of Designations is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item 8.01. | Other Events. |
On March 17, 2021, the Company completed the issuance and sale of 150,000 Shares, which Shares were deposited against delivery of Depositary Receipts evidencing 60,000,000 Depositary Shares, pursuant to an Underwriting Agreement, dated March 10, 2021, among the Company, J.P. Morgan Securities LLC and the other several underwriters named therein. The sale of the Depositary Shares was made pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-230098). In connection with this offering, the legal opinion as to the legality of the Depositary Shares and the Series JJ Preferred Stock is being filed as Exhibit 5.1 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| 4.2 | Deposit Agreement, dated March 17, 2021, among JPMorgan Chase & Co., Computershare Inc., as depositary, and the holders from time to time of Depositary Receipts. | |
| 4.3 | Form of Depositary Receipt (included as part of Exhibit 4.2). | |
| 5.1 | Opinion of Simpson Thacher & Bartlett LLP as to the legality of the 4.55% Non-Cumulative Preferred Stock, Series JJ and the Depositary Shares. | |
| 23.1 | Consent of Simpson Thacher & Bartlett LLP (included as part of Exhibit 5.1). | |
| 101 | Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL (Inline eXtensible Business Reporting Language). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| JPMORGAN CHASE & CO. | ||
| (Registrant) | ||
| By: | /s/ Jordan A. Costa | |
| Name: | Jordan A. Costa | |
| Title: | Managing Director | |
Dated: March 17, 2021