JPMJPMorgan Chase

Disclosure in this section states “We reserve the right, in our sole and absolute discretion, to extend, withdraw, terminate or amend the terms and conditions of the Exchange Offer at any time and for any reason, as described in this prospectus” (emphasis added).

Rest of the question

Disclosure on page 37 indicates that “[a]lthough we have no present plans to do so, we expressly reserve the right, in our sole and absolute discretion, to extend, withdraw, terminate or amend the Exchange Offer even if all the conditions to the Exchange Offer are satisfied” (emphasis added). Similar disclosure is found elsewhere in the prospectus. With a view towards improved disclosure, please explain the circumstances under which the offeror might withdraw or terminate the Exchange Offer in its sole and absolute discretion and how such withdrawal or termination would not result in the Exchange Offer constituting an illusory offer in contravention of Exchange Act section 14(e). Alternatively, please revise the disclosure to make it clear that the Exchange Offer can not be terminated for any reason in the sole and absolute discretion of the offeror.

Co. • 277 Park Avenue, New York, New York 10172-10003

Tel: 212 623 2040

• Email: scott.l.nearing@jpmchase.com

Disclosure on page 37 indicates that “[a]lthough we have no present plans to do so, we expressly reserve the right, in our sole and absolute discretion, to extend, withdraw, terminate or amend the Exchange Offer even if all the conditions to the Exchange Offer are satisfied”

(emphasis added). Similar disclosure is found elsewhere in the prospectus.

Rest of the answer

With a view towards improved disclosure, please explain the circumstances under which the offeror might withdraw or terminate the Exchange Offer in its sole and absolute discretion and how such withdrawal or termination would not result in the Exchange Offer constituting an illusory offer in contravention of Exchange Act section

14(e). Alternatively, please revise the disclosure to make it clear that the Exchange Offer can not be terminated for any reason in the sole and absolute discretion of the offeror.

The Firm acknowledges the Staff’s comment and has revised the disclosure on pages 9, 20, 21, 35, 37 and 38 of the Amended Registration Statement.

Conditions of the Exchange Offer,

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The second bullet point in this section states that “there shall not have been instituted or threatened any action…” (emphasis added). A tender offer may be conditioned on a variety of events and circumstances, provided that they are not within the direct or indirect control of the offeror.

Rest of the question

The conditions also must be drafted with sufficient specificity to allow for objective verification that the conditions have been satisfied. Please revise the disclosure to clarify what is meant by a “threatened” action or proceeding and how it may be objectively determinable.

the Staff’s comment and has revised the disclosure on page 36 of the Amended Registration Statement. Read in the reply ↗

Disclosure on page 37 states that “[a]ny determination made by us concerning an event, development or circumstance described or referred to above will be conclusive and binding.” Please revise to state that security holders may challenge the offeror’s determinations in a court of competent jurisdiction.

the Staff’s comment and has revised the disclosure on page 37 of the Amended Registration Statement. Read in the reply ↗

Disclosure on page 38 states that “[w]e also reserve the right at any time or from time to time during…the Exchange Offer to purchase or exchange or offer to purchase or exchange Old Notes or to issue an invitation to submit offers to sell Old Notes (including, without limitation, those offered pursuant to the Exchange Offer but not accepted for exchange), in each case on terms that may be more or less favorable

Rest of the question

than those contemplated by the Exchange Offer.” With a view to revised disclosure, please advise how such purchases are consistent with the prohibitions set forth in Exchange Act Rule 14e-5.

the Staff’s comment and notes that while the Old Notes and the New Notes are linked to the performance of the Alerian MLP Index®, which is an equity index, they are debt securities and therefore not subject to Exchange Act Rule 14e-5. Read in the reply ↗