8-KShareholder MattersExhibits & Filings

JPMORGAN CHASE & CO 8-K Report, Rights Modification (Jul 26, 2018)

Filed July 26, 2018For Securities:JPMJPM-PCJPM-PDJPM-PKJPM-PLJPM-PMJPM-PJAMJBVYLD

Summary

JPMorgan Chase & Co. (JPM) has filed an 8-K report detailing a significant modification to the rights of security holders concerning BANK ONE Capital III. Specifically, on September 10, 2018, BANK ONE Capital III will be liquidated. This liquidation will result in the cancellation of the 8.750% Preferred Securities and 8.750% Common Securities issued by BANK ONE Capital III. In conjunction with this event, the 8.750% Junior Subordinated Deferrable Interest Debentures, currently held by BANK ONE Capital III and originally issued by JPMorgan Chase & Co. (as successor to Bank One Corporation), will be distributed to the holders of the now-cancelled Trust Preferred Securities. Each $1,000 liquidation amount of Trust Preferred Securities will be exchanged for $1,000 principal amount of these Debentures. Holders of the Trust Common Securities, which are held by JPM, will see their principal amount of Debentures extinguished. No action is required from holders of the Trust Preferred Securities.

Key Highlights

  • 1Liquidation of BANK ONE Capital III scheduled for September 10, 2018.
  • 2Cancellation of 8.750% Preferred Securities and 8.750% Common Securities issued by BANK ONE Capital III.
  • 3Distribution of 8.750% Junior Subordinated Deferrable Interest Debentures (due 2030) to holders of Trust Preferred Securities.
  • 4Each $1,000 in liquidation amount of Trust Preferred Securities will be exchanged for $1,000 principal amount of the Debentures.
  • 5JPMorgan Chase & Co. will have the principal amount of Debentures held through Trust Common Securities extinguished.
  • 6No action is required by holders of the Trust Preferred Securities to facilitate the exchange and cancellation.
  • 7The process will be managed through The Depository Trust Company facilities.

Frequently Asked Questions

The main event is the impending liquidation of BANK ONE Capital III on September 10, 2018, which will lead to the cancellation of its preferred and common securities and the distribution of underlying JPM debentures to holders of the preferred securities.

The 8.750% Preferred Securities will be cancelled on September 10, 2018, and each $1,000 in liquidation amount will be exchanged for $1,000 principal amount of JPMorgan Chase & Co.'s 8.750% Junior Subordinated Deferrable Interest Debentures due September 1, 2030.

No, holders of the Trust Preferred Securities do not need to take any action. The exchange and cancellation process will be handled automatically through The Depository Trust Company.

JPMorgan Chase & Co. holds the Trust Common Securities. As part of this liquidation, the principal amount of the Debentures that would have been distributed to JPM in its capacity as holder of the Trust Common Securities will be extinguished.