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): November 16, 2016
JPMORGAN CHASE & CO.
(Exact Name of Registrant as Specified in Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
| 001-05805 | 13-2624428 | |
| (Commission File Number) | (IRS Employer Identification No.) | |
270 Park Avenue, New York, New York | 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 November 16, 2016, JPMorgan Chase & Co. closed a public offering of $1,100,000,000 aggregate principal amount of its 3.625% Subordinated Notes due 2027 (the “Subordinated Notes”). The Subordinated Notes were registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-3 (File No. 333-209681), as amended. In connection with this offering, the legal opinion as to the legality of the Subordinated Notes is being filed as Exhibit 5.1 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 $1,100,000,000 aggregate principal amount of 3.625% Subordinated Notes due 2027 | |
| 23.1 | Consent of Simpson Thacher & Bartlett LLP (included as part of Exhibit 5.1) | |
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/ Neila B. Radin | |||
| Name: | Neila B. Radin | |||
| Title: | Managing Director | |||
Dated: November 16, 2016
EXHIBIT INDEX
Exhibit | Description | |
| 5.1 | Opinion of Simpson Thacher & Bartlett LLP as to the legality of the $1,100,000,000 aggregate principal amount of 3.625% Subordinated Notes due 2027 | |
| 23.1 | Consent of Simpson Thacher & Bartlett LLP (included as part of Exhibit 5.1) | |