We advised JPMorgan Chase in connection with the transaction

Davis Polk advised JPMorgan Chase & Co. and JPMorgan Chase Financial Company LLC in connection with the SEC-registered exchange offer by JPMorgan Chase Financial Company LLC to exchange its Alerian MLP Index ETNs due January 28, 2044 (the new ETNs) for any and all outstanding Alerian MLP Index ETNs due May 24, 2024 (the old ETNs) issued by JPMorgan Chase & Co. Outstanding old ETNs with an aggregate principal amount of approximately $370 million were tendered and accepted in the exchange. Tendering holders received one new ETN for each old ETN validly tendered in the exchange offer. The new ETNs were first issued on January 30, 2024, pursuant to a registration statement on Form S-3 of JPMorgan Chase & Co. and JPMorgan Chase Financial Company LLC. Upon completion of the exchange offer, JPMorgan Chase Financial Company LLC issued additional new ETNs to the tendering noteholders and consolidated such additional new ETNs to form a single class with the new ETNs then outstanding.

JPMorgan Chase & Co. is a leading financial services firm based in the United States, with operations worldwide. JPMorgan Chase & Co. had $4.1 trillion in assets and $337 billion in stockholders’ equity as of March 31, 2024. JPMorgan Chase Financial Company LLC is a 100%-owned finance subsidiary of JPMorgan Chase & Co. All securities issued by JPMorgan Chase Financial Company LLC are fully and unconditionally guaranteed by JPMorgan Chase & Co.

Alerian MLP Index ETNs provide investors exposure to midstream energy MLPs. The Alerian MLP Index ETNs are listed on the NYSE Arca under the ticker “AMJB” and pay a variable quarterly coupon linked to the cash distributions paid on the MLPs in the index, less accrued investor fees and, if applicable, the repurchase fee.

The Davis Polk capital markets team included partner Yan Zhang, counsel Albert Cua and Marc D. Swenson and associates Lisa Giglio Connor and Liam Ives Morris. Senior counsel Michael Farber, counsel David S. Fisher and associate Omar Hersi provided tax advice. Counsel Charles Shi provided executive compensation advice. All members of the Davis Polk team are based in the New York office.

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