JPMorgan Files Registration Statement for Exchange Offer Relating to Its Alerian MLP Index ETNs
18 Enero 2024 - 3:15PM
Business Wire
JPMorgan Chase & Co. (“JPMorgan Chase” or the “Firm”) and
JPMorgan Chase Financial Company LLC (“JPMorgan Financial”)
announced today that they have filed a registration statement on
Form S-4 (the “Registration Statement”) to register JPMorgan
Financial’s proposed 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.” JPMorgan Financial intends to list the New Notes on NYSE
Arca under the ticker symbol “AMJB.”
The Old Notes mature on May 24, 2024. Upon commencement of the
Exchange Offer, JPMorgan Financial intends to give 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 filed as part of the Registration Statement.
Noteholders will be able to tender Old Notes in exchange for New
Notes only upon the effectiveness of the Registration Statement and
the commencement of the Exchange Offer. JPMorgan Financial
expects to announce the expiration deadline, the exchange ratio and
the settlement date for the Exchange Offer upon effectiveness of
the Registration Statement and commencement of the Exchange
Offer.
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 are expected to be 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, some
or all outstanding New Notes.
This press release is for informational purposes only. In
addition, there will not be any sale of these securities in any
state or other jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such state or other jurisdiction. The
Exchange Offer may be made solely pursuant to the terms and
conditions described in the final prospectus, when available.
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 suitable
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 but it has not yet become
effective. The Old Notes may not be exchanged nor may offers to
exchange be accepted prior to the time the Registration Statement
becomes effective. 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, after the Exchange
Offer has commenced, 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.
This release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
These statements are based on the current beliefs and expectations
of JPMorgan Chase’s management and are subject to significant risks
and uncertainties. Actual results may differ from those set forth
in the forward-looking statements. Factors that could cause
JPMorgan Chase’s actual results to differ materially from those
described in the forward-looking statements can be found in
JPMorgan Chase’s Annual Report on Form 10-K for the year ended
December 31, 2022, and Quarterly Reports on Form 10-Q for the
quarters ended March 31, 2023, June 30, 2023 and September 30,
2023, which have been filed with the Securities and Exchange
Commission and are available on JPMorgan Chase’s website
(https://jpmorganchaseco.gcs-web.com/financial-information/sec-filings)
and on the Securities and Exchange Commission’s website
(www.sec.gov). JPMorgan Chase and JPMorgan Financial do not
undertake to update any forward-looking statements.
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version on businesswire.com: https://www.businesswire.com/news/home/20240118579626/en/
Contact: JPMorgan Alerian ETN team at 1-800-576-3529 or at
alerian_etn@jpmorgan.com
JP Morgan Alerian MLP (AMEX:AMJ)
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JP Morgan Alerian MLP (AMEX:AMJ)
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