April 14, 2015
Filed pursuant to Rule 433
Registration No: 333-191692
Term Sheet
This term sheet supplements the information set forth under “Description of the Preferred Stock” in the Prospectus Supplement, subject to completion, dated April 14, 2015 to the Prospectus dated October 11, 2013.
| Issuer: | JPMorgan Chase & Co. | |
| Security: | Depositary Shares, each representing a one-tenth interest in a share of JPMorgan Chase & Co. Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series Z | |
| Expected Security Ratings*: | Ba1 (Moody’s) / BBB- (S&P) / BBB- (Fitch) | |
| Size: | 2,000,000 Depositary Shares | |
| Liquidation Preference: | $10,000 per share of Preferred Stock (equivalent to $1,000 per Depositary Share) | |
| Maturity: | Perpetual | |
| Day Count: | From April 21, 2015 to, but excluding, May 1, 2020, 30/360, and from and including May 1, 2020, Actual/360 | |
| Trade Date: | April 14, 2015 | |
| Settlement Date: | April 21, 2015 (T+5) | |
| Dividend Rate (Non-Cumulative): | From April 21, 2015 to, but excluding, May 1, 2020, 5.30%, and from and including May 1, 2020, Three-Month LIBOR plus 380 basis points | |
| Dividend Payment Dates: | Beginning November 1, 2015, each May 1 and November 1 until May 1, 2020, and thereafter, each February 1, May 1, August 1 and November 1, in each case if declared by the Issuer’s board of directors or duly authorized board committee. | |
| Optional Redemption: | On any Dividend Payment Date on or after May 1, 2020, in whole or from time to time in part, or at any time following notice given within 90 days after a “capital treatment event” (subject to limitations described in the prospectus supplement, subject to completion, dated April 14, 2015) in whole but not in part, at a redemption price equal to $10,000 per share (equivalent to $1,000 per depositary share), plus any declared and unpaid dividends, without accumulation of undeclared dividends. | |
| Public Offering Price: | $1,000 per Depositary Share | |
| Net Proceeds (Before Expenses) to Issuer: | $1,975,000,000 | |
| Sole Bookrunner: | J.P. Morgan Securities LLC | |
| Co-Managers: | BBVA Securities Inc. | |
| BB&T Capital Markets, a division of BB&T Securities, LLC | ||
| BNY Mellon Capital Markets, LLC | ||
| Capital One Securities, Inc. | ||
| Danske Markets Inc | ||
| ING Financial Markets LLC | ||
| KeyBanc Capital Markets Inc. | ||
| Lloyds Securities Inc. | ||
| Mitsubishi UFJ Securities (USA), Inc. | ||
| PNC Capital Markets LLC | ||
| RBS Securities Inc. | ||
| SG Americas Securities, LLC | ||
| Blaylock Beal Van, LLC | ||
| CastleOak Securities, L.P. | ||
| Drexel Hamilton, LLC | ||
| Lebenthal & Co., LLC | ||
| CUSIP/ISIN for the Depositary Shares: |
46625H KK5/ US46625HKK58 | |
| * | Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
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 on the SEC Web site at www.sec.gov. Alternatively, JPMorgan Chase & Co., 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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