JPMORGAN CHASE & CO. - Irish Stock Exchange

More documents

Recommendations

Info

is greater than 0.65 but not more than 1.35. A variable rate equal to the product of a qualified floating rate and a fixed multiple that is greater than 0.65 but not more than 1.35, increased or decreased by a fixed rate, will also constitute a qualified floating rate. In addition, two or more qualified floating rates that can reasonably be expected to have approximately the same values throughout the term of the Registered Note (e.g., two or more qualified floating rates with values within 25 basis points of each other as determined on the Registered Note's issue date) will be treated as a single qualified floating rate. Notwithstanding the foregoing, a variable rate that would otherwise constitute a qualified floating rate but which is subject to one or more restrictions such as a maximum numerical limitation (i.e., a cap) or a minimum numerical limitation (i.e., a floor) may, under certain circumstances, fail to be treated as a qualified floating rate unless the cap or floor is fixed throughout the term of the Registered Note. An "objective rate" is a rate that is not itself a qualified floating rate but which is determined using a single fixed formula and which is based on objective financial or economic information (e.g., one or more qualified floating rates or the yield of actively traded personal property). A rate will not qualify as an objective rate if it is based on information that is within the control of the Issuer (or a related party) or that is unique to the circumstances of the Issuer (or a related party), such as dividends, profits or the value of the Issuer's stock (although a rate does not fail to be an objective rate merely because it is based on the credit quality of the Issuer). Other variable interest rates may be treated as objective rates if so designated by the IRS in the future. Despite the foregoing, a variable rate of interest on a Registered Note will not constitute an objective rate if it is reasonably expected that the average value of the rate during the first half of the Registered Note's term will be either significantly less than or significantly greater than the average value of the rate during the final half of the Registered Note's term. A "qualified inverse floating rate" is any objective rate where the rate is equal to a fixed rate minus a qualified floating rate, as long as variations in the rate can reasonably be expected to inversely reflect contemporaneous variations in the qualified floating rate. If a Registered Note provides for stated interest at a fixed rate for an initial period of one year or less followed by a variable rate that is either a qualified floating rate or an objective rate for a subsequent period and if the variable rate on the Registered Note's issue date is intended to approximate the fixed rate (e.g., the value of the variable rate on the issue date does not differ from the value of the fixed rate by more than 25 basis points), then the fixed rate and the variable rate together will constitute either a single qualified floating rate or objective rate, as the case may be. A qualified floating rate or objective rate in effect at any time during the term of the instrument must be set at a "current value" of that rate. A "current value" of a rate is the value of the rate on any day that is no earlier than 3 months prior to the first day on which that value is in effect and no later than 1 year following that first day. If a Variable Interest Rate Registered Note that provides for stated interest at either a single qualified floating rate or a single objective rate throughout the term thereof, then any stated interest on the Variable Interest Rate Registered Note which is unconditionally payable in cash or property (other than debt instruments of the Issuer) at least annually will constitute qualified stated interest and will be taxed accordingly. Thus, a Variable Interest Rate Registered Note that provides for stated interest at either a single qualified floating rate or a single objective rate throughout the term thereof will generally not be treated as having been issued with OID unless the Variable Interest Rate Registered Note is issued at a "true" discount (i.e., at a price below the Registered Note's stated principal amount) in excess of a specified de minimis amount. OID on a Variable Interest Rate Registered Note arising from "true" discount is allocated to an accrual period using the constant yield method described above by assuming that the variable rate is a fixed rate equal to (i) in the case of a qualified floating rate or qualified inverse floating rate, the value, as of the issue date, of the qualified floating rate or qualified inverse floating rate, or (ii) in the case of an objective rate (other than a qualified inverse floating rate), a fixed rate that reflects the yield that is reasonably expected for the Variable Interest Rate Registered Note. In general, any other Variable Interest Rate Registered Note will be converted into an "equivalent" fixed rate debt instrument for purposes of determining the amount and accrual of OID and qualified stated interest on the Variable Interest Rate Registered Note. Such a Variable Interest Rate Registered Note must be converted into an "equivalent" fixed rate debt instrument by substituting any qualified floating rate or qualified inverse floating rate provided for under 78
the terms of the Variable Interest Rate Registered Note with a fixed rate equal to the value of the qualified floating rate or qualified inverse floating rate, as the case may be, as of the Variable Interest Rate Registered Note's issue date. Any objective rate (other than a qualified inverse floating rate) provided for under the terms of the Variable Interest Rate Registered Note is converted into a fixed rate that reflects the yield that is reasonably expected for the Variable Interest Rate Registered Note. In the case of a Variable Interest Rate Registered Note that provides for stated interest at a fixed rate in addition to either one or more qualified floating rates or a qualified inverse floating rate, the fixed rate is initially converted into a qualified floating rate (or a qualified inverse floating rate, if the Variable Interest Rate Registered Note provides for a qualified inverse floating rate). Under these circumstances, the qualified floating rate or qualified inverse floating rate that replaces the fixed rate must be such that the fair market value of the Variable Interest Rate Registered Note as of the Variable Interest Rate Registered Note's issue date is approximately the same as the fair market value of an otherwise identical debt instrument that provides for either the qualified floating rate or qualified inverse floating rate rather than the fixed rate. Subsequent to converting the fixed rate into either a qualified floating rate or a qualified inverse floating rate, the Variable Interest Rate Registered Note is converted into an "equivalent" fixed rate debt instrument in the manner described above. Once the Variable Interest Rate Registered Note is converted into an "equivalent" fixed rate debt instrument pursuant to the foregoing rules, the amount of OID and qualified stated interest, if any, are determined for the "equivalent" fixed rate debt instrument by applying the general OID rules to the "equivalent" fixed rate debt instrument and a U.S. Holder of the Variable Interest Rate Registered Note will account for the OID and qualified stated interest as if the U.S. Holder held the "equivalent" fixed rate debt instrument. In each accrual period, appropriate adjustments will be made to the amount of qualified stated interest or OID assumed to have been accrued or paid with respect to the "equivalent" fixed rate debt instrument in the event that these amounts differ from the actual amount of interest accrued or paid on the Variable Interest Rate Registered Note during the accrual period. If a Registered Note that is subject to a contingency or contingencies (other than a remote or incidental contingency) with respect to payments of interest or principal, such as a Registered Note the payments on which are determined by reference to an index, does not qualify as a Variable Interest Rate Registered Note, then the Registered Note could be treated as a contingent payment debt obligation provided that the Note is properly treated as debt for U.S. federal income tax purposes. See "Contingent Payment Debt Instruments" below for a discussion of the U.S. federal income tax treatment of such Notes. In addition, a U.S. holder of certain Registered Notes that do not qualify as Variable Interest Rate Registered Notes and that are subject to an alternative payment schedule or schedules applicable upon the occurrence of a contingency or contingencies may be required to determine the yield and maturity of the Registered Notes assuming that the payments will be made according to the payment schedule that is most likely to occur if the timing and amounts of the payments that comprise each schedule are known as of the issue date, and one of such schedules is significantly more likely than not to occur. Short-Term Registered Notes In general, an individual or other cash basis U.S. Holder of a Short-Term Registered Note is not required to accrue OID (as specially defined below for the purposes of this paragraph) for U.S. federal income tax purposes unless it elects to do so (but may be required to include any stated interest in income as the interest is received). Accrual basis U.S. Holders and certain other U.S. Holders are required to accrue OID on Short-Term Registered Notes on a straight-line basis or, if the U.S. Holder so elects, under the constant-yield method (based on daily compounding). In the case of a U.S. Holder not required and not electing to include OID in income currently, any gain realised on the sale or retirement of the Short-Term Registered Note will be ordinary income to the extent of the OID accrued on a straight-line basis (unless an election is made to accrue the OID under the constant-yield method) through the date of sale or retirement. U.S. Holders who are not required and do not elect to accrue OID on Short-Term Registered Notes will be required to defer deductions for interest on borrowings allocable to Short-Term Registered Notes in an amount not exceeding the deferred income until the deferred income is realised. 79
Page 1 and 2:
Base Prospectus JPMORGAN CHASE & CO
Page 3 and 4:
Neither the Arranger nor the Dealer
Page 5 and 6:
Each prospective purchaser of Notes
Page 7 and 8:
GENERAL DESCRIPTION OF THE PROGRAMM
Page 9 and 10:
The Issuer’s filings with the SEC
Page 11 and 12:
and/or Consolidation: Maturities: D
Page 13 and 14:
nominee for a Common Depositary of
Page 15 and 16:
dates on which, and the amounts in
Page 17 and 18:
RISK FACTORS The risk factors descr
Page 19 and 20:
JPMorgan Chase’s acquisitions and
Page 21 and 22:
JPMorgan Chase faces significant le
Page 23 and 24:
this could cause JPMorgan Chase to
Page 25 and 26:
The success of the acquisition will
Page 27 and 28:
(iv) (v) understand thoroughly the
Page 29 and 30:
Inverse Floating Rate Notes Inverse
Page 31 and 32:
objectives or strategies or have be
Page 33 and 34: Legal Investment Considerations May
Page 35 and 36: “ANY UNITED STATES PERSON WHO HOL
Page 37 and 38: Delivery of Notes On or after any d
Page 39 and 40: notices to the holders of Notes of
Page 41 and 42: amended (the “Exchange Act”), o
Page 43 and 44: Pre-Issue Trade Settlements It is e
Page 45 and 46: least €50,000 (or the equivalent
Page 47 and 48: euro, a day on which commercial ban
Page 49 and 50: Interest Notes will be determined i
Page 51 and 52: Transfer Agents (if applicable) and
Page 53 and 54: “D(2)” is the calendar day, exp
Page 55 and 56: (b) Early Redemption of Zero Coupon
Page 57 and 58: (f) Partly Paid Notes Partly Paid N
Page 59 and 60: Currency) equal to the sum of the v
Page 61 and 62: (C) Notice Upon the occurrence of a
Page 63 and 64: the amount of the national currency
Page 65 and 66: (C) any Additional Financial Centre
Page 67 and 68: If, prior to the delivery of the As
Page 69 and 70: (d) (e) (f) there will at all times
Page 71 and 72: In addition, modifications and amen
Page 73 and 74: the delivery of the relevant notice
Page 75 and 76: History, Development and Organisati
Page 77 and 78: “Merger”). The Merger provides
Page 79 and 80: TAXATION OF THE NOTES Taxation Exce
Page 81 and 82: organisations, dealers in securitie
Page 83: case of a Registered Note that is a
Page 87 and 88: in amounts equal to the annual paym
Page 89 and 90: Foreign Currency Registered Notes I
Page 91 and 92: in that year is treated as a paymen
Page 93 and 94: U.S. Federal Income Tax Treatment o
Page 95 and 96: Part 2 Non-U.S. Holders Except wher
Page 97 and 98: with documentation upon which the b
Page 99 and 100: SUBSCRIPTION AND SALE Subject to th
Page 101 and 102: (iii) (iv) (v) if it is a United St
Page 103 and 104: Prospectus Directive. For the purpo
Page 105 and 106: Unrestricted Notes Each purchaser o
Page 107 and 108: PART A — CONTRACTUAL TERMS Terms
Page 109 and 110: Registered Notes only] [of at least
Page 111 and 112: the Agency Agreement) — Interest
Page 113 and 114: (v) Issuer’s Option Period (if ap
Page 115 and 116: elate]] 27. Physical Delivery: [App
Page 117 and 118: [Subject as provided below] [t/T]he
Page 119 and 120: [(ii)] Estimated net proceeds: [Not
Page 121 and 122: QUALIFIED INSTITUTIONAL BUYER, (2)
Page 123 and 124: 10. No websites that are cited or r
show all

JPMORGAN CHASE & CO. - Irish Stock Exchange

Create successful ePaper yourself

Delete template?

Save as template?