JPMorgan Chase & Co. (“JPMorgan Chase” or the “Firm”) and JPMorgan Chase Financial Company LLC (“JPMorgan Financial”) announced today the results of JPMorgan Financial’s offer to exchange (the “Exchange Offer”) its 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”). 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.”
The Exchange Offer expired at 5:00 p.m. (New York City time) on May 8, 2024 (the “Expiration Deadline”). Pursuant to the Exchange Offer, JPMorgan Financial has received and accepted 19,437,415 Old Notes validly tendered and not validly withdrawn prior to the Expiration Deadline. All conditions to the Exchange Offer were deemed satisfied or waived by JPMorgan Financial as of the Expiration Deadline.
The aggregate number of New Notes to be issued by JPMorgan Financial is 19,437,415 reflecting the previously announced exchange ratio of one New Note per Old Note validly tendered in the Exchange Offer (and not validly withdrawn) prior to the Expiration Deadline and accepted for exchange (the “Exchange Ratio”). On May 13, 2024 (the “Settlement Date”), Noteholders whose Old Notes have been accepted for exchange pursuant to the Exchange Offer will receive a number of New Notes based on the Exchange Ratio, and JPMorgan Financial will consolidate such New Notes to form a single class with the New Notes first issued on January 30, 2024 that are currently outstanding.
Old Notes that have not been validly tendered and/or accepted for exchange pursuant to the Exchange Offer will remain outstanding.
JPMorgan Chase reminds holders of Old Notes that have not been validly tendered and/or accepted for exchange that the Old Notes will mature on May 24, 2024 in accordance with their terms. The last trading day of the Old Notes on NYSE Arca will be May 21, 2024.
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 was made on the terms and subject to the conditions and restrictions set out in the amended and restated prospectus dated April 15, 2024 (the “Prospectus”). Capitalized terms used and not otherwise defined in this announcement have the meanings given in the Prospectus.
For Further Information
Further details about the Exchange Offer 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 in connection with the settlement of the Exchange Offer 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.
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 $4.1 trillion in assets and $337 billion in stockholders’ equity as of March 31, 2024. 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 predominantly 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.
View source version on businesswire.com: https://www.businesswire.com/news/home/20240509835131/en/
Contacts
Contacts
J.P. Morgan Securities LLC
1-800-576-3529
alerian_etn@jpmorgan.com
