Docoh
Loading...

JPM JPMorgan Chase & Co.

Filed: 12 May 21, 4:36pm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): May 11, 2021

 

 

JPMorgan Chase & Co.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware 1-5805 13-2624428

(State or other jurisdiction of

incorporation or organization)

 (Commission File Number) 

(I.R.S. employer

identification no.)

383 Madison Avenue, New York, New York  10179
(Address of principal executive offices)  (Zip Code)

Registrant’s telephone number, including area code: (212) 270-6000

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common stock JPM The New York Stock Exchange

Depositary Shares, each representing a one-four hundredth interest in a share of
6.10% Non-Cumulative Preferred Stock, Series AA

 JPM PR G The New York Stock Exchange

Depositary Shares, each representing a one-four hundredth interest in a share of
6.15% Non-Cumulative Preferred Stock, Series BB

 JPM PR H The New York Stock Exchange

Depositary Shares, each representing a one-four hundredth interest in a share of
5.75% Non-Cumulative Preferred Stock, Series DD

 JPM PR D The New York Stock Exchange

Depositary Shares, each representing a one-four hundredth interest in a share of
6.00% Non-Cumulative Preferred Stock, Series EE

 JPM PR C The New York Stock Exchange

Depositary Shares, each representing a one-four hundredth interest in a share of
4.75% Non-Cumulative Preferred Stock, Series GG

 JPM PR J The New York Stock Exchange

Depositary Shares, each representing a one-four hundredth interest in a share of
4.55% Non-Cumulative Preferred Stock, Series JJ

 JPM PR K The New York Stock Exchange

Alerian MLP Index ETNs due May 24, 2024

 AMJ NYSE Arca, Inc.

Guarantee of Callable Step-Up Fixed Rate Notes due April 26, 2028 of JPMorgan
Chase Financial Company LLC

 JPM/28 The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐


 

Item 3.03.    Material Modification to Rights of Security Holders

On May 12, 2021, JPMorgan Chase & Co. (the “Company”) issued 200,000 shares (the “Shares”) of the Company’s 3.65% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series KK, par value of $1.00 per share and with a liquidation preference of $10,000 per share (the “Series KK Preferred Stock”), which Shares were deposited against delivery of depositary receipts (the “Depositary Receipts”) evidencing 2,000,000 depositary shares (the “Depositary Shares”), each representing a one-tenth interest in a Share, issued by Computershare Inc., as depositary.

Under the terms of the Series KK Preferred Stock, the ability of the Company to pay dividends on, make distributions with respect to, or to redeem, purchase or acquire, or make a liquidation payment on its common stock or any preferred stock ranking on a parity with or junior to the Series KK Preferred Stock, will be subject to restrictions in the event that the Company does not declare dividends on the Series KK Preferred Stock for the most recently completed dividend period or, in the case of any such liquidation payment, does not pay to holders of the Series KK Preferred Stock liquidation distributions of $10,000 per Share, plus any declared and unpaid dividends.

The terms of the Series KK Preferred Stock are more fully described in the Certificate of Designations (as defined below), which establishes the rights, preferences, privileges, qualifications, restrictions and limitations relating to the Series KK Preferred Stock. Copies of the Certificate of Designations and the form of certificate representing the Series KK Preferred Stock are included as Exhibit 3.1 and Exhibit 4.1, respectively, to this Current Report on Form 8-K and are incorporated by reference herein. The terms of the Depositary Shares are set forth in the Deposit Agreement, dated May 12, 2021, among the Company, Computershare Inc., as depositary, and the holders from time to time of the Depositary Receipts issued thereunder (the “Deposit Agreement”) and the form of Depositary Receipt. Copies of the Deposit Agreement and the form of Depositary Receipt are included as Exhibit 4.2 and Exhibit 4.3, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 11, 2021, the Company filed a Certificate of Designations, Powers, Preferences and Rights with the Secretary of State of the State of Delaware, establishing the rights, preferences, privileges, qualifications, restrictions and limitations relating to the Series KK Preferred Stock (the “Certificate of Designations”). The Certificate of Designations became effective with the Secretary of State of the State of Delaware upon filing. A copy of the Certificate of Designations is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 8.01. Other Events.

On May 12, 2021, the Company completed the issuance and sale of 200,000 Shares, which Shares were deposited against delivery of Depositary Receipts evidencing 2,000,000 Depositary Shares, pursuant to an Underwriting Agreement, dated May 5, 2021, among the Company, J.P. Morgan Securities LLC and the other several underwriters named therein. The sale of the Depositary Shares was made pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-230098). In connection with this offering, the legal opinion as to the legality of the Depositary Shares and the Series KK Preferred Stock is being filed as Exhibit 5.1 to this Current Report on Form 8-K.

Item 9.01.    Financial Statements and Exhibits

(d) Exhibits

 

3.1 Certificate of Designations, Powers, Preferences and Rights of JPMorgan Chase & Co., establishing the rights, preferences, privileges, qualifications, restrictions and limitations relating to the 3.65% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series KK, filed May 11, 2021.
4.1 Form of certificate representing the Series KK Preferred Stock.
4.2 Deposit Agreement, dated May 12, 2021, among JPMorgan Chase & Co., Computershare Inc., as depositary, and the holders from time to time of Depositary Receipts.
4.3 Form of Depositary Receipt (included as part of Exhibit 4.2).
5.1 Opinion of Simpson Thacher & Bartlett LLP as to the legality of the 3.65% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series KK and the Depositary Shares.
23.1 Consent of Simpson Thacher & Bartlett LLP (included as part of Exhibit 5.1).
101 Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL (Inline eXtensible Business Reporting Language).
104 Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

JPMORGAN CHASE & CO.
(Registrant)
By: 

/s/ Jordan A. Costa

Name: Jordan A. Costa
Title: Managing Director

Dated: May 12, 2021