JPMorgan Chase & Co. announced the preliminary results of its previously announced cash tender offer for any and all of the 5.875% Capital Securities, Series O, of JPMorgan Chase Capital XV (the “Securities”). JPMorgan Chase also announced the results of its solicitation of consents to terminate certain replacement capital covenants which JPMorgan Chase executed in favor of, and for the benefit of, the holders of the Securities in connection with offerings of capital securities by certain affiliated Delaware trusts and two offerings of its non-cumulative preferred stock.
As of 5:00 p.m., New York City time, on December 10, 2010 (the “Consent Expiration Date”), $831,047,000 aggregate liquidation amount of the Securities had been validly tendered and not validly withdrawn pursuant to the tender offer, representing approximately 83.1% of the outstanding aggregate liquidation amount of the Securities. Including consents validly delivered by holders of the Securities who have not tendered Securities in the tender offer, valid consents were received in the consent solicitation in respect of approximately 86.7% of the outstanding aggregate liquidation amount of the Securities. Accordingly, holders of the Securities have delivered the required consents to terminate the replacement capital covenants, and the replacement capital covenants have been terminated, effective December 10, 2010.
The consent solicitation expired on the Consent Expiration Date. As of the Consent Expiration Date, the rights of holders who tendered Securities in the tender offer to withdraw those Securities expired, and the rights of holders who delivered consents without tendering their Securities to revoke those consents expired.
Holders of Securities may continue to tender Securities pursuant to the tender offer until the expiration of the tender offer. The tender offer is scheduled to expire at 11:59 p.m., New York City time, on December 27, 2010, unless extended or earlier terminated (the “Offer Expiration Date”). Holders validly tendering, and not validly withdrawing, Securities after the Consent Expiration Date and on or before the Offer Expiration Date will be eligible to receive only the tender offer consideration of $950 per $1,000 liquidation amount of Securities, and will not receive the early tender premium offered to holders who tendered their Securities on or before the Consent Expiration Date.
Holders whose Securities are accepted for payment on the Offer Expiration Date (irrespective of whether the Securities were tendered before or after the Consent Expiration Date) will receive accumulated and unpaid distributions in respect of their purchased Securities from the last distribution payment date to, but not including, the payment date for the tender offer.
D.C.