Term sheet
To prospectus dated November 14, 2011,
prospectus supplement dated November 14, 2011,
product supplement no. 4-I dated November 14, 2011 and
underlying supplement no. 1-I dated November 14, 2011
|
Term Sheet to
Product Supplement No. 4-I
Registration Statement No. 333-177923
Dated March 31, 2014; Rule 433
|
Structured Investments
|
$
Contingent Buffered Equity Notes Linked to the EURO STOXX 50® Index due October 7, 2015
|
General
|
·
|
The notes are designed for investors who seek uncapped, unleveraged exposure to the appreciation of the EURO STOXX 50® Index. Investors should be willing to forgo interest and dividend payments and, if the Ending Index Level is less than the Initial Index Level by more than the Contingent Buffer Amount of 20.00%, be willing to lose some or all of their principal at maturity. If the Ending Index Level is greater than or equal to the Initial Index Level or is less than the Initial Index Level by up to 20.00%, investors have the opportunity to receive the greater of (a) the Contingent Minimum Return of at least 2.70% and (b) the Index Return at maturity. Any payment on the notes is subject to the credit risk of JPMorgan Chase & Co.
|
·
|
Unsecured and unsubordinated obligations of JPMorgan Chase & Co. maturing October 7, 2015†
|
·
|
Minimum denominations of $10,000 and integral multiples of $1,000 in excess thereof
|
·
|
The notes are expected to price on or about April 4, 2014 and are expected to settle on or about April 9, 2014.
|
Key Terms
|
Index:
|
The EURO STOXX 50® Index (Bloomberg ticker: SX5E)
|
Payment at Maturity:
|
If the Ending Index Level is greater than or equal to the Initial Index Level or is less than the Initial Index Level by up to the Contingent Buffer Amount, at maturity you will receive a cash payment that provides you with a return per $1,000 principal amount note equal to the Index Return, subject to the Contingent Minimum Return. Accordingly, if the Ending Index Level is greater than the Initial Index Level or is less than the Initial Index Level by up to the Contingent Buffer Amount, your payment at maturity per $1,000 principal amount note will be calculated as follows:
|
$1,000 + ($1,000 × greater of (i) Contingent Minimum Return and (ii) Index Return)
|
|
For additional clarification, please see “What is the Total Return on the Notes at Maturity, Assuming a Range of Performances for the Index?” in this term sheet.
If the Ending Index Level is less than the Initial Index Level by more than the Contingent Buffer Amount of 20.00%, you will lose 1% of the principal amount of your notes for every 1% that the Ending Index Level is less than the Initial Index Level, and your payment at maturity per $1,000 principal amount note will be calculated as follows:
|
|
$1,000 + ($1,000 × Index Return)
|
|
If the Ending Index Level is less than the Initial Index Level by more than the Contingent Buffer Amount, you will lose more than 20.00% of your principal amount and may lose all of your principal amount at maturity.
|
|
Contingent Minimum Return:
|
At least 2.70%. The actual Contingent Minimum Return will be provided in the pricing supplement and will not be less than 2.70%.
|
Contingent Buffer Amount:
|
20.00%
|
Index Return:
|
(Ending Index Level – Initial Index Level)
Initial Index Level
|
Initial Index Level:
|
The Index closing level on the pricing date
|
Ending Index Level:
|
The arithmetic average of the Index closing levels on the Ending Averaging Dates
|
Original Issue Date (Settlement Date): †
|
On or about April 9, 2014
|
Ending Averaging Dates†:
|
September 28, 2015, September 29, 2015, September 30, 2015, October 1, 2015 and October 2, 2015 (the “Final Ending Averaging Date”)
|
Maturity Date†:
|
October 7, 2015
|
CUSIP:
|
48127DDR6
|
†
|
Subject to postponement in the event of a market disruption event and as described under “Description of Notes — Postponement of a Determination Date — A. Notes Linked to a Single Index” and “Description of Notes — Payment at Maturity” in the accompanying product supplement no. 4-I
|
Price to Public (1)
|
Fees and Commissions (2)
|
Proceeds to Issuer
|
|
Per note
|
$1,000
|
$
|
$
|
Total
|
$
|
$
|
$
|
(1)
|
See “Supplemental Use of Proceeds” in this term sheet for information about the components of the price to public of the notes.
|
(2)
|
J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent for JPMorgan Chase & Co., will pay all of the selling commissions it receives from us to other affiliated or unaffiliated dealers. In no event will these selling commissions exceed $12.50 per $1,000 principal amount note. See “Plan of Distribution (Conflicts of Interest)” beginning on page PS-77 of the accompanying product supplement no. 4-I.
|
Additional Terms Specific to the Notes
|
|
·
|
Product supplement no. 4-I dated November 14, 2011:
|
|
·
|
Underlying supplement no. 1-I dated November 14, 2011:
|
|
·
|
Prospectus supplement dated November 14, 2011:
|
|
·
|
Prospectus dated November 14, 2011:
|
JPMorgan Structured Investments —
|
TS-1
|
Contingent Buffered Equity Notes Linked to the EURO STOXX 50® Index
|
What Is the Total Return on the Notes at Maturity, Assuming a Range of Performances for the Index?
|
Ending Index Level
|
Index Return
|
Total Return
|
5,760.00
|
80.00%
|
80.00%
|
5,440.00
|
70.00%
|
70.00%
|
5,120.00
|
60.00%
|
60.00%
|
4,800.00
|
50.00%
|
50.00%
|
4,480.00
|
40.00%
|
40.00%
|
4,160.00
|
30.00%
|
30.00%
|
3,840.00
|
20.00%
|
20.00%
|
3,680.00
|
15.00%
|
15.00%
|
3,520.00
|
10.00%
|
10.00%
|
3,360.00
|
5.00%
|
5.00%
|
3,286.40
|
2.70%
|
2.70%
|
3,232.00
|
1.00%
|
2.70%
|
3,200.00
|
0.00%
|
2.70%
|
3,040.00
|
-5.00%
|
2.70%
|
2,880.00
|
-10.00%
|
2.70%
|
2,720.00
|
-15.00%
|
2.70%
|
2,560.00
|
-20.00%
|
2.70%
|
2,559.68
|
-20.01%
|
-20.01%
|
2,240.00
|
-30.00%
|
-30.00%
|
1,920.00
|
-40.00%
|
-40.00%
|
1,600.00
|
-50.00%
|
-50.00%
|
1,280.00
|
-60.00%
|
-60.00%
|
960.00
|
-70.00%
|
-70.00%
|
640.00
|
-80.00%
|
-80.00%
|
320.00
|
-90.00%
|
-90.00%
|
0.00
|
-100.00%
|
-100.00%
|
Hypothetical Examples of Amount Payable at Maturity
|
JPMorgan Structured Investments —
|
TS-2
|
Contingent Buffered Equity Notes Linked to the EURO STOXX 50® Index
|
Selected Purchase Considerations
|
|
·
|
UNLEVERAGED AND UNCAPPED APPRECIATION POTENTIAL — The notes provide the opportunity to earn an unleveraged return equal to any positive Index Return, subject to the Contingent Minimum Return. The notes are not subject to a predetermined maximum gain and, accordingly, any return at maturity will be determined based on the movement of the Index. If the Ending Index Level is greater than or equal to the Index Initial Level or is less than the Initial Index Level by up to the Contingent Buffer Amount, in addition to the principal amount, you will receive at maturity at least the Contingent Minimum Return of at least 2.70% for a minimum payment at maturity of at least $1,027.00 for every $1,000 principal amount note, subject to the credit risk of JPMorgan Chase & Co. The actual Contingent Minimum Return will be provided in the pricing supplement and will not be less than 2.70%. Because the notes are our unsecured and unsubordinated obligations, payment of any amount on the notes is subject to our ability to pay our obligations as they become due.
|
|
·
|
LIMITED PROTECTION AGAINST LOSS — We will pay you your principal back plus a return equal to the Contingent Minimum Return at maturity if the Ending Index Level is less than the Initial Index Level by not more than the Contingent Buffer Amount of 20.00%. If the Ending Index Level is less than the Initial Index Level by more than the Contingent Buffer Amount, for every 1% that the Ending Index Level is less than the Initial Index Level, you will lose an amount equal to 1% of the principal amount of your notes. Accordingly, under these circumstances, you will lose more than 20.00% of your principal amount and may lose all of your principal amount at maturity.
|
|
·
|
RETURN LINKED TO THE EURO STOXX 50® Index — The EURO STOXX 50® Index consists of 50 component stocks of market sector leaders from within the Eurozone. The EURO STOXX 50® Index and STOXX® are the intellectual property (including registered trademarks) of STOXX Limited, Zurich, Switzerland and/or its licensors (the “Licensors”), which are used under license. The notes based on the EURO STOXX 50® Index are in no way sponsored, endorsed, sold or promoted by STOXX Limited and its Licensors and neither STOXX Limited nor any of its Licensors shall have any liability with respect thereto. For additional information about the EURO STOXX 50® Index, see the information set forth under “Equity Index Descriptions — The EURO STOXX 50® Index” in the accompanying underlying supplement no. 1-I.
|
|
·
|
CAPITAL GAINS TAX TREATMENT — You should review carefully the section entitled “Material U.S. Federal Income Tax Consequences” in the accompanying product supplement no. 4-I. The following discussion, when read in combination with that section, constitutes the full opinion of our special tax counsel, Davis Polk & Wardwell LLP, regarding the material U.S. federal income tax consequences of owning and disposing of notes.
|
|
Based on current market conditions, in the opinion of our special tax counsel it is reasonable to treat the notes as “open transactions” that are not debt instruments for U.S. federal income tax purposes. Assuming this treatment is respected, the gain or loss on your notes should be treated as long-term capital gain or loss if you hold your notes for more than a year, whether or not you are an initial purchaser of notes at the issue price. However, the Internal Revenue Service (the “IRS”) or a court may not respect this treatment, in which case the timing and character of any income or loss on the notes could be materially and adversely affected. In addition, in 2007 Treasury and the IRS released a notice requesting comments on the U.S. federal income tax treatment of “prepaid forward contracts” and similar instruments. The notice focuses in particular on whether to require investors in these instruments to accrue income over the term of their investment. It also asks for comments on a number of related topics, including the character of income or loss with respect to these instruments; the relevance of factors such as the nature of the underlying property to which the instruments are linked; the degree, if any, to which income (including any mandated accruals) realized by non-U.S. investors should be subject to withholding tax; and whether these instruments are or should be subject to the “constructive ownership” regime, which very generally can operate to recharacterize certain long-term capital gain as ordinary income and impose a notional interest charge. While the notice requests comments on appropriate transition rules and effective dates, any Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences of an investment in the notes, possibly with retroactive effect. You should consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the notes, including possible alternative treatments and the issues presented by this notice.
|
Selected Risk Considerations
|
|
·
|
YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS — The notes do not guarantee any return of principal at maturity. The return on the notes at maturity is linked to the performance of the Index and will depend on whether, and the extent to which, the Index Return is positive or negative. If the Ending Index Level is less than the Initial Index Level by more than the Contingent Buffer Amount of 20.00%, you will lose 1% of the principal amount of your notes for every 1% that the Ending Index Level is less than the Initial Index Level. Accordingly, under these circumstances, you will lose more than 20.00% of your principal amount and may lose all of your principal amount at maturity.
|
|
·
|
CREDIT RISK OF JPMORGAN CHASE & CO. — The notes are subject to the credit risk of JPMorgan Chase & Co., and our credit ratings and credit spreads may adversely affect the market value of the notes. Investors are dependent on JPMorgan Chase & Co.’s ability to pay all amounts due on the notes. Any actual or potential change in our creditworthiness or credit spreads, as determined by the market for taking our credit risk, is likely to adversely affect the value of the notes. If we were to default on our payment obligations, you may not receive any amounts owed to you under the notes and you could lose your entire investment.
|
|
·
|
POTENTIAL CONFLICTS — We and our affiliates play a variety of roles in connection with the issuance of the notes, including acting as calculation agent and as an agent of the offering of the notes, hedging our obligations under the notes and making the assumptions used to determine the pricing of the notes and the estimated value of the notes when the terms of the notes are set, which we refer to as JPMS’s estimated value. In performing these duties, our economic interests and the economic
|
JPMorgan Structured Investments —
|
TS-3
|
Contingent Buffered Equity Notes Linked to the EURO STOXX 50® Index
|
|
interests of the calculation agent and other affiliates of ours are potentially adverse to your interests as an investor in the notes. In addition, our business activities, including hedging and trading activities, could cause our economic interests to be adverse to yours and could adversely affect any payment on the notes and the value of the notes. It is possible that hedging or trading activities of ours or our affiliates in connection with the notes could result in substantial returns for us or our affiliates while the value of the notes declines. Please refer to “Risk Factors — Risks Relating to the Notes Generally” in the accompanying product supplement no. 4-I for additional information about these risks.
|
|
·
|
THE BENEFIT PROVIDED BY THE CONTINGENT BUFFER AMOUNT MAY TERMINATE ON THE FINAL ENDING AVERAGING DATE — If the Ending Index Level is less than the Initial Index Level by more than the Contingent Buffer Amount, the benefit provided by the Contingent Buffer Amount will terminate and you will be fully exposed to any depreciation in the Index.
|
|
·
|
YOUR ABILITY TO RECEIVE THE CONTINGENT MINIMUM RETURN OF AT LEAST 2.70% MAY TERMINATE ON THE FINAL ENDING AVERAGING DATE — If the Ending Index Level is less than the Initial Index Level by more than the Contingent Buffer Amount of 20.00%, you will not be entitled to receive the Contingent Minimum Return of at least 2.70% on the notes. Under these circumstances, you will lose more than 20.00% of your principal amount and may lose all of your principal amount at maturity. The actual Contingent Minimum Return on the notes will be provided in the pricing supplement and will not be less than 2.70%.
|
|
·
|
JPMS’S ESTIMATED VALUE OF THE NOTES WILL BE LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF THE NOTES — JPMS’s estimated value is only an estimate using several factors. The original issue price of the notes will exceed JPMS’s estimated value because costs associated with selling, structuring and hedging the notes are included in the original issue price of the notes. These costs include the selling commissions, the projected profits, if any, that our affiliates expect to realize for assuming risks inherent in hedging our obligations under the notes and the estimated cost of hedging our obligations under the notes. See “JPMS’s Estimated Value of the Notes” in this term sheet.
|
|
·
|
JPMS’S ESTIMATED VALUE DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER FROM OTHERS’ ESTIMATES — JPMS’s estimated value of the notes is determined by reference to JPMS’s internal pricing models when the terms of the notes are set. This estimated value is based on market conditions and other relevant factors existing at that time and JPMS’s assumptions about market parameters, which can include volatility, dividend rates, interest rates and other factors. Different pricing models and assumptions could provide valuations for notes that are greater than or less than JPMS’s estimated value. In addition, market conditions and other relevant factors in the future may change, and any assumptions may prove to be incorrect. On future dates, the value of the notes could change significantly based on, among other things, changes in market conditions, our creditworthiness, interest rate movements and other relevant factors, which may impact the price, if any, at which JPMS would be willing to buy notes from you in secondary market transactions. See “JPMS’s Estimated Value of the Notes” in this term sheet.
|
|
·
|
JPMS’S ESTIMATED VALUE IS NOT DETERMINED BY REFERENCE TO CREDIT SPREADS FOR OUR CONVENTIONAL FIXED-RATE DEBT — The internal funding rate used in the determination of JPMS’s estimated value generally represents a discount from the credit spreads for our conventional fixed-rate debt. The discount is based on, among other things, our view of the funding value of the notes as well as the higher issuance, operational and ongoing liability management costs of the notes in comparison to those costs for our conventional fixed-rate debt. If JPMS were to use the interest rate implied by our conventional fixed-rate credit spreads, we would expect the economic terms of the notes to be more favorable to you. Consequently, our use of an internal funding rate would have an adverse effect on the terms of the notes and any secondary market prices of the notes. See “JPMS’s Estimated Value of the Notes” in this term sheet.
|
|
·
|
THE VALUE OF THE NOTES AS PUBLISHED BY JPMS (AND WHICH MAY BE REFLECTED ON CUSTOMER ACCOUNT STATEMENTS) MAY BE HIGHER THAN JPMS’S THEN-CURRENT ESTIMATED VALUE OF THE NOTES FOR A LIMITED TIME PERIOD — We generally expect that some of the costs included in the original issue price of the notes will be partially paid back to you in connection with any repurchases of your notes by JPMS in an amount that will decline to zero over an initial predetermined period. These costs can include projected hedging profits, if any, and, in some circumstances, estimated hedging costs and our secondary market credit spreads for structured debt issuances. See “Secondary Market Prices of the Notes” in this term sheet for additional information relating to this initial period. Accordingly, the estimated value of your notes during this initial period may be lower than the value of the notes as published by JPMS (and which may be shown on your customer account statements).
|
|
·
|
SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE NOTES — Any secondary market prices of the notes will likely be lower than the original issue price of the notes because, among other things, secondary market prices take into account our secondary market credit spreads for structured debt issuances and, also, because secondary market prices (a) exclude selling commissions and (b) may exclude projected hedging profits, if any, and estimated hedging costs that are included in the original issue price of the notes. As a result, the price, if any, at which JPMS will be willing to buy notes from you in secondary market transactions, if at all, is likely to be lower than the original issue price. Any sale by you prior to the maturity date could result in a substantial loss to you. See the immediately following risk consideration for information about additional factors that will impact any secondary market prices of the notes.
|
|
·
|
SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS — The secondary market price of the notes during their term will be impacted by a number of economic and market factors, which may either offset or magnify each other, aside from the selling commissions, projected hedging profits, if any, estimated hedging costs and the level of the Index, including:
|
|
·
|
any actual or potential change in our creditworthiness or credit spreads;
|
|
·
|
customary bid-ask spreads for similarly sized trades;
|
|
·
|
secondary market credit spreads for structured debt issuances;
|
|
·
|
the actual and expected volatility of the Index;
|
|
·
|
the time to maturity of the notes;
|
JPMorgan Structured Investments —
|
TS-4
|
Contingent Buffered Equity Notes Linked to the EURO STOXX 50® Index
|
|
·
|
the dividend rates on the equity securities underlying the Index;
|
|
·
|
interest and yield rates in the market generally;
|
|
·
|
the exchange rates and the volatility of the exchange rates between the U.S. dollar and each of the currencies in which the equity securities included in the EURO STOXX 50® Index trade and the correlation among those rates and the levels of the EURO STOXX 50® Index; and
|
|
·
|
a variety of other economic, financial, political, regulatory and judicial events.
|
|
·
|
NO INTEREST OR DIVIDEND PAYMENTS OR VOTING RIGHTS — As a holder of the notes, you will not receive interest payments, and you will not have voting rights or rights to receive cash dividends or other distributions or other rights that holders of securities composing the Index would have.
|
|
·
|
NON-U.S. SECURITIES RISK — The equity securities included in the EURO STOXX 50® Index have been issued by non-U.S. companies. Investments in securities linked to the value of such non-U.S. equity securities involve risks associated with the securities markets in the home countries of the issuers of those non-U.S. equity securities, including risks of volatility in those markets, governmental intervention in those markets and cross shareholdings in companies in certain countries. Also, there is generally less publicly available information about companies in some of these jurisdictions than there is about U.S. companies that are subject to the reporting requirements of the SEC.
|
|
·
|
NO DIRECT EXPOSURE TO FLUCTUATIONS IN FOREIGN EXCHANGE RATES — The value of your notes will not be adjusted for exchange rate fluctuations between the U.S. dollar and the currencies upon which the equity securities included in the EURO STOXX 50® Index are based, although any currency fluctuations could affect the performance of the EURO STOXX 50® Index. Therefore, if the applicable currencies appreciate or depreciate relative to the U.S. dollar over the term of the notes, you will not receive any additional payment or incur any reduction in any payment on the notes.
|
|
·
|
LACK OF LIQUIDITY — The notes will not be listed on any securities exchange. JPMS intends to offer to purchase the notes in the secondary market but is not required to do so. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the notes easily. Because other dealers are not likely to make a secondary market for the notes, the price at which you may be able to trade your notes is likely to depend on the price, if any, at which JPMS is willing to buy the notes.
|
|
·
|
THE FINAL TERMS AND VALUATION OF THE NOTES WILL BE PROVIDED IN THE PRICING SUPPLEMENT — The final terms of the notes will be based on relevant market conditions when the terms of the notes are set and will be provided in the pricing supplement. In particular, each of JPMS’s estimated value and the Contingent Minimum Return will be provided in the pricing supplement and each may be as low as the applicable minimum set forth on the cover of this term sheet. Accordingly, you should consider your potential investment in the notes based on the minimums for JPMS’s estimated value and the Contingent Minimum Return.
|
JPMorgan Structured Investments —
|
TS-5
|
Contingent Buffered Equity Notes Linked to the EURO STOXX 50® Index
|
Historical Information
|
JPMS’s Estimated Value of the Notes
|
Secondary Market Prices of the Notes
|
JPMorgan Structured Investments —
|
TS-6
|
Contingent Buffered Equity Notes Linked to the EURO STOXX 50® Index
|
Supplemental Use of Proceeds
|
JPMorgan Structured Investments —
|
TS-7
|
Contingent Buffered Equity Notes Linked to the EURO STOXX 50® Index
|