8-KOther EventsExhibits & Filings

JPMORGAN CHASE & CO 8-K Report, Corporate Update (Oct 23, 2013)

Filed October 23, 2013For Securities:JPMJPM-PCJPM-PDJPM-PKJPM-PLJPM-PMJPM-PJAMJBVYLD

Summary

JPMorgan Chase & Co. (JPM) filed an 8-K on October 23, 2013, to report the closing of a public offering for an additional $500 million in aggregate principal amount of its 5.625% Subordinated Notes due 2043. This issuance is a "tacked-on" offering, meaning these new notes are identical in terms and fungible with the previously issued $750 million of the same notes on August 21, 2013. The total aggregate principal amount for this series of subordinated notes now stands at $1.25 billion. This offering strengthens JPM's capital structure and provides additional long-term funding. Investors in these subordinated notes are essentially providing longer-term debt capital to the company, which ranks below senior debt but above equity in the event of liquidation. The filing also includes the legal opinion from Simpson Thacher & Bartlett LLP regarding the legality of these newly issued notes, which is standard practice for debt offerings.

Key Highlights

  • 1JPM closed a public offering of $500 million in 5.625% Subordinated Notes due 2043.
  • 2These additional notes are fungible with previously issued notes of the same series from August 21, 2013.
  • 3The total aggregate principal amount for the 5.625% Subordinated Notes due 2043 series is now $1.25 billion.
  • 4The offering increases JPM's long-term debt capital.
  • 5The notes were registered under the Securities Act of 1933 via a Form S-3 registration statement.
  • 6A legal opinion from Simpson Thacher & Bartlett LLP concerning the notes' legality is filed as an exhibit.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report the closing of a public offering by JPMorgan Chase & Co. for an additional $500 million in aggregate principal amount of its 5.625% Subordinated Notes due 2043.

These additional notes have the exact same terms as the 5.625% Subordinated Notes due 2043 previously issued on August 21, 2013, and are fungible, meaning they can be traded and treated as part of the same series of debt.

After the closing of this offering, the total aggregate principal amount of the 5.625% Subordinated Notes due 2043 series issued by JPMorgan Chase & Co. is $1.25 billion ($750 million from the August issuance plus the new $500 million).

Subordinated notes are a type of debt that ranks lower in priority than senior debt but higher than equity. In the event of bankruptcy or liquidation, holders of subordinated notes would be repaid after senior debt holders but before equity holders. This generally implies a higher risk and potentially a higher yield compared to senior debt.