UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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): July 31, 2019
JPMorgan Chase & Co.
(Exact name of registrant as specified in its charter)
Delaware | 001-05805 | 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 Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-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 5.45%Non-Cumulative Preferred Stock, Series P | JPM PR A | The New York Stock Exchange | ||
Depositary Shares, each representing aone-four hundredth interest in a share of 6.30%Non-Cumulative Preferred Stock, Series W | JPM PR E | The New York Stock Exchange | ||
Depositary Shares, each representing a one-four hundredth interest in a share of 6.125%Non-Cumulative Preferred Stock, Series Y | JPM PR F | The New York Stock Exchange | ||
Depositary Shares, each representing aone-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 aone-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 aone-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 aone-four hundredth interest in a share of 6.00%Non-Cumulative Preferred Stock, Series EE | JPM PR C | The New York Stock Exchange | ||
Alerian MLP Index ETNs due May 24, 2024 | AMJ | NYSE Arca, Inc. | ||
Guarantee of CallableStep-Up Fixed Rate Notes due April 26, 2028 of JPMorgan Chase Financial Company LLC | JPM/28 | The New York Stock Exchange | ||
Guarantee of Cushing 30 MLP Index ETNs due June 15, 2037 of JPMorgan Chase Financial Company LLC | PPLN | NYSE Arca, Inc. |
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 Rule12b-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 July 31, 2019, JPMorgan Chase & Co. (the “Company”) issued 225,000 shares (the “Shares”) of the Company’sFixed-to-Floating RateNon-Cumulative Preferred Stock, Series FF, par value of $1.00 per share and with a liquidation preference of $10,000 per share (the “Series FF Preferred Stock”), which Shares were deposited against delivery of depositary receipts (the “Depositary Receipts”) evidencing 2,250,000 depositary shares (the “Depositary Shares”), each representing aone-tenth interest in a Share, issued by Computershare Inc., as depositary.
Under the terms of the Series FF 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 FF Preferred Stock, will be subject to restrictions in the event that the Company does not declare dividends on the Series FF 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 FF Preferred Stock liquidation distributions of $10,000 per Share, plus any declared and unpaid dividends. The terms of the Series FF Preferred Stock are more fully described in the Certificate of Designations, Powers, Preferences and Rights relating thereto (the “Certificate of Designations”), which establishes the rights, preferences, privileges, qualifications, restrictions and limitations relating to the Series FF Preferred Stock. Copies of the Certificate of Designations and the form of certificate representing the Series FF Preferred Stock are included as Exhibit 3.1 and Exhibit 4.1, respectively, to this Current Report on Form8-K and are incorporated by reference herein.
The terms of the Depositary Shares are set forth in the Deposit Agreement, dated July 31, 2019, 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 Form8-K and are incorporated by reference herein.
Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On July 30, 2019, the Company filed the Certificate of Designations with the Secretary of State of the State of Delaware, establishing the rights, preferences, privileges, qualifications, restrictions and limitations relating to the Series FF Preferred Stock. 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 Form8-K and is incorporated by reference herein.
Item 8.01 | Other Events. |
On July 31, 2019, the Company completed the issuance and sale of 225,000 Shares, which Shares were deposited against delivery of Depositary Receipts evidencing 2,250,000 Depositary Shares, pursuant to an Underwriting Agreement, dated July 24, 2019, 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 FormS-3 (FileNo. 333-230098). In connection with this offering, the legal opinion as to the legality of the Depositary Shares and the Series FF Preferred Stock is being filed as Exhibit 5.1 to this Current Report on Form8-K.
Item 9.01 | Financial Statements and Exhibits |
(d) | Exhibits |
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/ Jordan A. Costa | |
Jordan A. Costa | ||
Managing Director |
Dated: July 31, 2019
2