JPMorgan Chase’s Public Offering of Common Stock

On December 11, 2009, the United States Department of the Treasury announced that it has priced a secondary offering of 88,401,697 warrants to purchase common stock of JPMorgan Chase & Co. at $10.75 per warrant. The net proceeds to the Treasury from the offering are expected to be $936,063,469.11. Cravath represented Deutsche Bank Securities Inc., as sole bookrunning manager, and Samuel A. Ramirez & Company, Inc., The Williams Capital Group, L.P. and Utendahl Capital Group, LLC, as co-managers, in connection with the transaction.

The Cravath team included partners William V. Fogg and Erik R. Tavzel, senior attorney G. Douglas Johnson and associate R. Derek Walters on corporate matters; and partner Michael L. Schler and associate Carrie B. Galloway on tax matters.

The warrants being sold were originally issued to the Treasury in connection with the Troubled Asset Relief Program (TARP). The closing is expected to occur on or about December 16, 2009, subject to customary closing conditions.