UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): January 23, 2012
JPMORGAN CHASE & CO.
(Exact Name of Registrant as Specified in Charter)
| DELAWARE | 001-05805 | 13-2624428 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 270 Park Avenue, | ||||
| New York, NY | 10017 | |||
| (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 (see General Instruction A.2. below):
| ¨ | 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)) |
| Item 8.01. | Other Events |
On January 23, 2012, the Company concurrently closed public offerings of $3,000,000,000 aggregate principal amount of its 4.500% Notes due 2022 (the “Original Notes”) and an additional $250,000,000 aggregate principal amount of its 4.500% Notes due 2022 (the “Additional Notes” and, together with the Original Notes, the “Notes”). The Additional Notes have the same terms as, and are fungible with, the Original Notes. The total aggregate amount issued under this series of notes is $3,250,000,000. The Notes were registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-3 (File No. 333-169900). In connection with this offering, the legal opinions as to the legality of the Notes are being filed as Exhibit 5.1 and Exhibit 5.2 to this report.
| Item 9.01. | Financial Statements and Exhibits |
| (d) | Exhibits |
| 5.1 | Opinion of Simpson Thacher & Bartlett LLP as to the legality of the $3,000,000,000 aggregate principal amount of the 4.500% Notes due 2022 | |
| 5.2 | Opinion of Simpson Thacher & Bartlett LLP as to the legality of the additional $250,000,000 aggregate principal amount of the 4.500% Notes due 2022 | |
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/ Anthony J. Horan | |
| Name: Anthony J. Horan | ||
| Title: Corporate Secretary | ||
Dated: January 23, 2012
EXHIBIT INDEX
| Exhibit Number | Description | |
| 5.1 | Opinion of Simpson Thacher & Bartlett LLP as to the legality of the $3,000,000,000 aggregate principal amount of the 4.500% Notes due 2022 | |
| 5.2 | Opinion of Simpson Thacher & Bartlett LLP as to the legality of the additional $250,000,000 aggregate principal amount of the 4.500% Notes due 2022 | |
