Economy & Markets

Mr. Toad's Wild Ride: The impact of underperforming 2020 and 2021 US IPOs

For IPO investors, some of the substantial gains from the prior decade were wiped out by a flurry of poorly performing IPOs that were issued in 2020 and 2021.  There are several bright spots, including the strong performance of software and internet IPOs even when including 2020/2021 vintages.  In this special issue Eye on the Market, we look at the wild ride of IPO performance, the SPAC disaster, IPO flipping, insider lock-up expirations, striking findings on IPO performance erosion in healthcare and some data on financial sponsors with the best performing IPOs.

Watch the Podcast

00;00;00;14 - 00;00;30;44

Michael Cembalest

Okay. Good morning, everybody. This is Michael Cembalest with the Eye on

the Market podcast, which is now both in audio and video versions. So

thanks for listening. Every couple of years I write a deep dive paper on

private equity and venture capital from the perspective of limited

partner investors in those investment vehicles. And I decided to switch

it up this year instead and write about the IPO market, which are the

companies that all of those financial sponsors bring public.

 

00;00;31;20 - 00;01;00;39

Michael Cembalest

And I decided to do it now because enough time has passed for us to

assess the impact of the crop of 2020 and 2021 IPOs on the investment

universe. And it's not pretty, but it's not as bad as you might think. So

that's what this IPO paper is all about. It's called Mr. Toad's Wild Ride

and is drawn from a Disney RKO short film from “The Wind in the Willows”

in 1949.

 

00;01;00;41 - 00;01;22;57

Michael Cembalest

So with that, let's get started. And obviously you can look in the Eye on

the Market for all the details. I just wanted to hit some of the

highlights on this podcast. So for many years, here's the irony. There

was a lot of hand-wringing in the industry and by academics that there

was a slowdown in the pace of new listings and IPOs.

 

00;01;23;14 - 00;01;44;23

Michael Cembalest

And my answer is be careful what you wish for. You just might get it.

Because we had an explosion of IPO activity in 2020 and 2021, both of

which have now collapsed in large part because of the poor performance of

some of those recent vintages. And that's what we discussed and analyzed

in this paper.

 

00;01;45;06 - 00;02;13;31

Michael Cembalest

So the thing to remember about IPOs is they're a very skewed asset class.

Here we're looking at net returns of IPOs over two years. And net means

net of an equity market benchmark. Right. You always have to analyze IPOs

relative to something. What's your opportunity cost? And here we're using

the Small Cap Growth Index as a benchmark because there's lots of tech

and biotech and healthcare that dominate IPO issuance.

 

00;02;13;31 - 00;02;36;18

Michael Cembalest

And so that's why we're using a Small Cap benchmark. And here you can see

the skew. The vast majority of these lose money over a two-year basis

relative to the benchmark. But then you've got this tail of mega-winners,

which offsets that. And the value proposition for long-term investors in

IPOs has always been, do the handful of winners offset the bulk of the

losers?

 

00;02;36;32 - 00;03;04;12

Michael Cembalest

And until 2020, the answer to that question was generally yes. But then

this recent crop of IPOs really kind of damage that story because there

were so much of them. So let's take a closer look. And here, look what I

mean by the skew in the market. If we take away just the top 3%, best 3%

performing IPOs, look what happens to your average absolute return and

your average net return.

 

00;03;04;56 - 00;03;30;55

Michael Cembalest

They get hit pretty hard. And so that's an example of a very skewed

market. So here is another way of looking at things. This is the share of

all IPOs that either have negative absolute or net returns two years

later. Obviously, relative to that benchmark, we're talking about, even

in good times, somewhere between 30% to 50% or a little more of these

IPOs generate negative returns.

 

00;03;31;18 - 00;03;59;10

Michael Cembalest

Look what happened in 2020 and 2021. We had a surge in the number of

underperforming IPOs. So, this was unfortunately the confluence of

monetary stimulus, fiscal stimulus, lots of risk appetite, and a lot of

companies that were brought public that probably shouldn't have been. And

here, this is another way that we track how the IPO market is doing.

 

00;03;59;41 - 00;04;25;28

Michael Cembalest

The orange line is the average return, and the blue line is the median

return. Any skewed universe is always going to have a much higher average

than median return. Activist investing is another great example of that.

And from 2010 to 2019, even though the median deal that you might have

invested in didn't make any money, on average you did because of those

handful of winners.

 

00;04;25;51 - 00;04;53;49

Michael Cembalest

So on a two-year basis, the value proposition of IPO investing for the

decade of the 2010s was a positive experience. And then look what

happened from those 2020 and 2021 IPOs. They really kind of decimated the

history of this thing. To understand the impact on an IPO investor, we

can't simply compound these annual returns because in 2020 and 2021,

there were so many more IPOs that got issued.

 

00;04;54;18 - 00;05;19;34

Michael Cembalest

So we use a simplified portfolio framework to say, well, what if somebody

put $100 into every IPO, held it for two years before selling and then

measured their performance versus that Small Cap Growth Index? Here you

can see that you would have made money for the vast majority of that

2010s decade. And then you would have given a bunch of it back in 2021

and 2020.

 

00;05;19;54 - 00;05;45;40

Michael Cembalest

And specifically, if you invested in all sectors, you would have given

back all of your gains from 2019, which are substantial, but you would

have still retained those gains from the prior decade. And so, let's dig

into this because there's a big difference between tech and healthcare

and specifically biotech. If we look at technology, this is really the

brightest spot of the entire IPO market.

 

00;05;46;04 - 00;06;14;02

Michael Cembalest

And even with the 20, look at this chart, even with the 2021 and 2020

vintages, you only gave back a half a year versus your accumulated gains.

And so, in other words, yeah, the crop of 2020 and 2021 IPOs and the

technology sector had their issues, but they only mildly dented the

historical returns a long-term IPO investor would have had. Looks very

different in the healthcare sector.

 

00;06;14;11 - 00;06;42;34

Michael Cembalest

The chart on healthcare shows you gave back not just half a year, but two

years of accumulated gains. And biotech and pharma is an interesting

place as it relates to the IPO market. The premise is to give investors a

chance to recognize the value creation associated with the proof of

concept on the drug. So that would be phase three trials.

 

00;06;42;52 - 00;07;20;11

Michael Cembalest

FDA adoption, entitlement program coverage and things like that. But

since you're exposing investors to those positive events, whenever they

don't happen, you can lose a lot of money. And that's part of what

happens in the IPO market. And the longer you hold some of these IPOs in

the healthcare sector, the worse they actually do. So the table that

we're showing here that obviously you can look at in the Eye on the

Market as we increase our holding period from one year to two years to

three years, the technology sector returns go up, whereas the healthcare

returns actually go down.

 

00;07;20;56 - 00;07;41;56

Michael Cembalest

The first table that we have shows the average returns. When you can

really see this, is the median returns. And so when we look at the median

returns, they really get hammered in the healthcare sector, whether we're

looking at healthcare services or pharma and biotech as we go from one to

two to three years.

 

00;07;42;27 - 00;08;02;32

Michael Cembalest

So as I said, what is happening between years one, two and three in the

healthcare sector to make these IPOs underperform so much? And what we

did was we looked at all of the hundreds of healthcare IPOs over the last

13, 14 years and between years one and two, an enormous number of them

crash and burn.

 

00;08;03;04 - 00;08;27;44

Michael Cembalest

So we have a chart in here that looks at them by decile, right? So we

take all these pharma biotech IPOs and we decile them. Even the 70th

percentile biotech IPO didn't make any money. It was flat. Right. So you

actually go to the 80th percentile of IPO performance to make money. The

rest of them were either flat or lost a lot of money.

 

00;08;28;02 - 00;08;53;27

Michael Cembalest

And so, again, there's a lot of drug development failures that take

place. And you're really participating in this for the handful of

winners. In contrast to all of this analysis, we also looked in this

study at IPO flipping, right. So IPO flipping is a casual way of saying

that people buy IPOs and sell them within a few days, and a few days

either meaning literally the end of the first day close or within seven

days.

 

00;08;54;07 - 00;09;16;59

Michael Cembalest

And this is kind of a remarkable investment Opportunity said, I haven't

seen too many things that look like this in terms of just how stacked in

favor of the investor is. So this chart, we have a bunch of different

charts in the paper on IPO flipping, but this one shows the distribution

of returns. Overwhelmingly, 80% of the time, IPO flipping has worked.

 

00;09;17;22 - 00;09;39;40

Michael Cembalest

Now, when it doesn't work, you can still lose a serious amount of money.

But when you look at the weighted average outcomes from IPO flipping,

they're extremely beneficial to investors. And not only that, even with

the bad crop of 2020 and 2021 IPOs, they didn't really do a lot of damage

to the history of IPO flipping. So it's been a very successful category.

 

00;09;41;21 - 00;10;09;53

Michael Cembalest

I do want to spend a couple of minutes on the SPACs because more than the

metaverse and more than unprofitable hydrogen and EV companies and crypto

and things like that, SPACs are probably the best example of too much

policy, too much risk appetite, and people completely losing sight of all

their underwriting bearings. And I wrote about SPACs during the peak of

the boom in early 2021.

 

00;10;10;29 - 00;10;34;58

Michael Cembalest

It was a piece called Hydraulic Spacking that was very critical of the

adverse selection of companies that were coming public. And everything

that's happened in the SPAC market since then has been borne out by that

initial fear I had about what was going on. We have a chart in here that

shows that SPACs grew to be the same size as the entire IPO market in

2020 and 2021, which is ridiculous, since it barely existed before that.

 

00;10;35;29 - 00;11;03;21

Michael Cembalest

And if we take a look at the average returns on SPACs relative to the

market, they've lost almost 60% versus the stock market. I mean, I've

rarely seen anything as bad as this. And so I anticipate that there's

going to be a permanent demise of this particular financing approach, say

for a handful of these things every year.

 

00;11;04;08 - 00;11;32;11

Michael Cembalest

So that is a very quick overview of some of the more important and

interesting parts of this IPO analysis. We also looked at the consumer

sector, the diversified sector. We looked at mainland China, we looked at

renewable energy IPOs, which has been have been a very difficult place to

invest. We've looked at size effects and we also looked at financial

sponsors because I wanted to see how the sponsors are doing themselves.

 

00;11;32;26 - 00;11;56;01

Michael Cembalest

Now, it's not the job of a financial sponsor to generate great returns

post-IPO, right? Financial sponsors job is to deliver high returns to the

limited partners in their vehicles. But as investors in IPOs and as

people who manage money in public equities, I was interested in whether

there were any consistent patterns of financial sponsors bringing good

deals to market or not.

 

00;11;56;46 - 00;12;16;01

Michael Cembalest

And so we get into that a little bit in the paper, and we do show a list

of the financial sponsors that have had the best track record of bringing

IPOs to market that maintained their value two years later. So anyway,

thank you very much for watching and listening. The Eye on the Market is

available to look at today.

 

00;12;16;37 - 00;12;27;31

Michael Cembalest

In early September, we'll revisit the business cycle and whether or not

this recent immaculate disinflation is sustainable. But until then, thank

you very much for listening, and we'll see you next time.

(DESCRIPTION)

J.P.Morgan, Disclaimer, Products are not insured or guaranteed.

 

(SPEECH)

Good morning, everybody. This is Michael Cembulest with the Eye on the Market podcast, which is now both an audio and video versions. So thanks for listening.

Every couple of years, I write a deep dive paper on private equity and venture capital, from the perspective of limited partner investors in those investment vehicles. And I decided to switch it up this year instead and write about the IPO market, which are the companies that all of those financial sponsors bring public.

And I decided to do it now, because enough time has passed for us to assess the impact of the crop of 2020 and 2021 IPOs on the investment universe. And it's not pretty, but it's not as bad as you might think. So that's what this IPO paper is all about. It's called Mr Toad's Wild Ride, and is drawn from a Disney RKO short film from the Wind in the Willows in 1949.

So with that, let's get started. And obviously, you can look in the Eye on the Market for all the details. I just wanted to hit some of the highlights on this podcast.

So for many years, here's the irony. There was a lot of hand-wringing in the industry and by academics that there was a slowdown in the pace of new listings and IPOs. And my answer is, be careful what you wish for. You just might get it.

Because we had an explosion of IPO activity in 2020 and 2021, both of which have now collapsed, in large part because of the poor performance of some of those recent vintages. And that's what we're going to be-- that's what we discussed and analyzed in this paper.

So the thing to remember about IPOs is they are a very skewed asset class. Here, we're looking at net returns of IPOs over two years. And net means net of an equity market benchmark.

You always have to analyze IPOs relative to something. What's your opportunity cost? And here, we're using the small cap growth index as a benchmark, because there's lots of tech and biotech and health care that dominate IPO issuance. And so that's why we're using a small cap benchmark.

And here, you can see the skew. The vast majority of these lose money over a two year basis, relative to the benchmark. But then you've got this tail of mega winners, which offsets that. And the value proposition for long term investors in IPOs has always been, do the handful of winners offset the bulk of the losers?

And until 2020, the answer to that question was generally yes. But then this recent crop of IPOs really kind of damaged that story, because there were so much of them. So let's take a closer look.

And here, look what I mean by the skew in the market. If we take away just the top 3%, best 3% performing IPOs, look what happens to your average absolute return and your average net return. They get hit pretty hard. And so that's an example of a very skewed market.

So here is another way of looking at things. This is the share of all IPOs that either have negative absolute or net returns two years later-- obviously, relative to that benchmark we're talking about. Even in good times, somewhere between 30% to 50% or a little more of these IPOs generate negative returns.

Look what happened in 2020 and 2021. We had a surge in the number of underperforming IPOs. So this was unfortunately the confluence of monetary stimulus, fiscal stimulus, lots of risk appetite, and a lot of companies that were brought public that probably shouldn't have been.

 

(DESCRIPTION)

Line graphs.

 

(SPEECH)

And here, this is another way that we track how the IPO market is doing. The orange line is the average return, and the blue line is the median return. Any skewed universe is always going to have a much higher average than median return. Activist investing is another great example of that.

And from 2010 to 2019, even though the median deal that you might have invested in didn't make any money, on average, you did because of those handful of winners. So on a two year basis, the value proposition of IPO investing for the decade of the 2010s was a positive experience.

And then look what happened from those 2020 and 2021 IPOs. They really kind of decimated the history of this thing.

 

(DESCRIPTION)

Both lines fall.

 

(SPEECH)

To understand the impact on an IPO investor, we can't simply compound these annual returns. Because in 2020 and 2021, there were so many more IPOs that got issued.

So we use a simplified portfolio framework to say, well, what if somebody put $100 into every IPO, held it for two years before selling, and then measured their performance versus that small cap growth index? Here, you can see that you would have made money for the vast majority of that 2010s decade.

And then you would have given a bunch of it back in 2021 and 2020. And specifically, if you invested in all sectors, you would have given back all of your gains from 2019, which were substantial. But you would have still retained those gains from the prior decade.

And so, but let's dig into this. Because there's a big difference between tech and health care, and specifically biotech.

If we look at technology, this is really the brightest spot of the entire IPO market. And even with the 20-- look at this chart. Even with the 2021 and 2020 vintages, you only gave back a half a year versus your accumulated gains.

And so in other words, yeah, the crop of 2020 and 2021 IPOs and the technology sector had their issues. But they only mildly dented the historical returns a long term IPO investor would have had.

 

(DESCRIPTION)

Next chart.

 

(SPEECH)

Looks very different in the health care sector.

The chart on health care shows you gave back not just half a year, but two years of accumulated gains. And biotech and pharma is an interesting place, as it relates to the IPO market.

The premise is to give investors a chance to recognize the value creation associated with the proof of concept on the drug. So that would be phase III trials, FDA adoption, entitlement program coverage, and things like that.

But since you're exposing investors to those positive events, whenever they don't happen, you can lose a lot of money. And that's part of what happens in the IPO market. And the longer you hold some of these IPOs in the health care sector, the worse they actually do.

So the table that we're showing here, that obviously, you can look at in the Eye on the Market, as we increase our holding period from one year to two years to three years, the technology sector returns go up, whereas the health care returns actually go down.

And this table is-- the first table that we have-- shows the average returns. When you can really see this is the median returns. And so when we look at the median returns, they really get hammered in the health care sector, whether we're looking at health care services or pharma and biotech, as we go from one to two to three years.

So as I said, what is happening between years one, two, and three in the health care sector to make these IPOs so much? And what we did was, we looked at all of the hundreds of health care IPOs over the last 13, 14 years. And between years one and two, an enormous number of them crash and burn.

So we have a chart in here that looks at them by decile, right? So we take all these pharma and biotech IPOs, and we decile them. Even the 70th percentile biotech IPO didn't make any money. It was flat. So you actually have to go to the 80th percentile of IPO performance to make money. The rest of them were either flat or lost a lot of money.

And so again, there's a lot of drug development failures that take place, and you're really participating in this for the handful of winners.

 

(DESCRIPTION)

Line graph.

 

(SPEECH)

In contrast to all of this analysis, we also looked in this study at IPO flipping. So IPO flipping is a casual way of saying that people buy IPOs and sell them within a few days-- in a few days either meaning literally the end of the first day close, or within seven days.

And this is kind of a remarkable investment opportunity set. I haven't seen too many things that look like this, in terms of just how stacked in favor of the investor is. So this chart-- we have a bunch of different charts in the paper on IPO flipping. But this one shows the distribution of returns.

Overwhelmingly, 80% of the time, IPO flipping has worked. Now, when it doesn't work, you can still lose a serious amount of money. But when you look at the weighted average outcomes from IPO flipping, they're extremely beneficial to investors.

And not only that, even with the bad crop of 2020 and 2021 IPOs, they didn't really do a lot of damage to the history of IPO flipping. So it's been a very successful category.

I do want to spend a couple of minutes on the SPACs. Because more than the metaverse, and more than unprofitable hydrogen and EV companies and crypto and things like that, SPACs are probably the best example of too much policy, too much risk appetite, and people completely losing sight of all their underwriting bearings.

And I wrote about SPACs during the peak of the boom in early 2021. It was a piece called Hydraulics SPACing, that was very critical of the adverse selection of companies that were coming public. And everything that's happened in the SPAC market since then has been borne out by that initial fear I had about what was going on.

We have a chart in here that shows that SPACs grew to be the same size as the entire IPO market in 2020 and 2021, which is ridiculous, since it barely existed before that. And if we take a look at the average returns on SPACs relative to the market, they've lost almost 60% versus the stock market. I mean, I've never I've rarely seen anything as bad as this.

And so I anticipate that there's going to be a permanent demise of this particular financing approach, save for a handful of these things every year. So that is a very quick overview of some of the more important and interesting parts of this IPO analysis.

We also looked at the consumer sector, the diversified sector. We looked at mainland China. We looked at renewable energy IPOs, which has been a very difficult place to invest. We've looked at size effects.

And we also looked at financial sponsors. Because I wanted to see how the sponsors are doing themselves. Now it's not the job of a financial sponsor to generate great returns post IPO, right? Financial sponsor's job is to deliver high returns to the limited partners in their vehicles.

But as investors in IPOs and as people who manage money in public equities, I was interested in whether there were any consistent patterns of financial sponsors bringing good deals to market or not. And so we get into that a little bit in the paper, and we do show a list of the financial sponsors that have had the best track record of bringing IPOs to market that maintained their value two years later.

So anyway, Thank you very much for watching and listening. The Eye on the Market's available to look at today. In early September, we'll revisit the business cycle and whether or not this recent immaculate disinflation is sustainable.

But until then, Thank you very much for listening, and we'll see you next time.

 

(DESCRIPTION)

Michael Cembalest, Chairman of Market and Investment Strategy, Logo, J.P.Morgan.

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JPMorgan Chase Bank, N.A. and its affiliates (collectively “JPMCB”) offer investment products, which may include bank-managed investment accounts and custody, as part of its trust and fiduciary services. Other investment products and services, such as brokerage and advisory accounts, are offered through J.P. Morgan Securities LLC (“JPMS”), a member of FINRA and SIPC. Annuities are made available through Chase Insurance Agency, Inc. (CIA), a licensed insurance agency, doing business as Chase Insurance Agency Services, Inc. in Florida. JPMCB, JPMS and CIA are affiliated companies under the common control of JPM. Products not available in all states.

In Germany, this material is issued by J.P. Morgan SE, with its registered office at Taunustor 1 (TaunusTurm), 60310 Frankfurt am Main, Germany, authorized by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin) and jointly supervised by the BaFin, the German Central Bank (Deutsche Bundesbank) and the European Central Bank (ECB). In Luxembourg, this material is issued by J.P. Morgan SE – Luxembourg Branch, with registered office at European Bank and Business Centre, 6 route de Treves, L-2633, Senningerberg, Luxembourg, authorized by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin) and jointly supervised by the BaFin, the German Central Bank (Deutsche Bundesbank) and the European Central Bank (ECB); J.P. Morgan SE – Luxembourg Branch is also supervised by the Commission de Surveillance du Secteur Financier (CSSF); registered under R.C.S Luxembourg B255938. In the United Kingdom, this material is issued by J.P. Morgan SE – London Branch, registered office at 25 Bank Street, Canary Wharf, London E14 5JP, authorized by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin) and jointly supervised by the BaFin, the German Central Bank (Deutsche Bundesbank) and the European Central Bank (ECB); J.P. Morgan SE – London Branch is also supervised by the Financial Conduct Authority and Prudential Regulation Authority. In Spain, this material is distributed by J.P. Morgan SE, Sucursal en España, with registered office at Paseo de la Castellana, 31, 28046 Madrid, Spain, authorized by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin) and jointly supervised by the BaFin, the German Central Bank (Deutsche Bundesbank) and the European Central Bank (ECB); J.P. Morgan SE, Sucursal en España is also supervised by the Spanish Securities Market Commission (CNMV); registered with Bank of Spain as a branch of J.P. Morgan SE under code 1567. In Italy, this material is distributed by J.P. Morgan SE – Milan Branch, with its registered office at Via Cordusio, n.3, Milan 20123, Italy, authorized by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin) and jointly supervised by the BaFin, the German Central Bank (Deutsche Bundesbank) and the European Central Bank (ECB); J.P. Morgan SE – Milan Branch is also supervised by Bank of Italy and the Commissione Nazionale per le Società e la Borsa (CONSOB); registered with Bank of Italy as a branch of J.P. Morgan SE under code 8076; Milan Chamber of Commerce Registered Number: REA MI 2536325. In the Netherlands, this material is distributed by J.P. Morgan SE – Amsterdam Branch, with registered office at World Trade Centre, Tower B, Strawinskylaan 1135, 1077 XX, Amsterdam, The Netherlands, authorized by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin) and jointly supervised by the BaFin, the German Central Bank (Deutsche Bundesbank) and the European Central Bank (ECB); J.P. Morgan SE – Amsterdam Branch is also supervised by De Nederlandsche Bank (DNB) and the Autoriteit Financiële Markten (AFM) in the Netherlands. Registered with the Kamer van Koophandel as a branch of J.P. Morgan SE under registration number 72610220. In Denmark, this material is distributed by J.P. Morgan SE – Copenhagen Branch, filial af J.P. Morgan SE, Tyskland, with registered office at Kalvebod Brygge 39-41, 1560 København V, Denmark, authorized by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin) and jointly supervised by the BaFin, the German Central Bank (Deutsche Bundesbank) and the European Central Bank (ECB); J.P. Morgan SE – Copenhagen Branch, filial af J.P. Morgan SE, Tyskland is also supervised by Finanstilsynet (Danish FSA) and is registered with Finanstilsynet as a branch of J.P. Morgan SE under code 29010. In Sweden, this material is distributed by J.P. Morgan SE – Stockholm Bankfilial, with registered office at Hamngatan 15, Stockholm, 11147, Sweden, authorized by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin) and jointly supervised by the BaFin, the German Central Bank (Deutsche Bundesbank) and the European Central Bank (ECB); J.P. Morgan SE – Stockholm Bankfilial is also supervised by Finansinspektionen (Swedish FSA); registered with Finansinspektionen as a branch of J.P. Morgan SEIn France, this material is distributed by JPMCB, Paris branch, which is regulated by the French banking authorities Autorité de Contrôle Prudentiel et de Résolution and Autorité des Marchés Financiers. In Switzerland, this material is distributed by J.P. Morgan (Suisse) SA, with registered address at rue de la Confédération, 8, 1211, Geneva, Switzerland, which is authorised and supervised by the Swiss Financial Market Supervisory Authority (FINMA), as a bank and a securities dealer in Switzerland. Please consult the following link to obtain information regarding J.P. Morgan’s EMEA data protection policy: https://www.jpmorgan.com/privacy.

In Hong Kong, this material is distributed by JPMCB, Hong Kong branch. JPMCB, Hong Kong branch is regulated by the Hong Kong Monetary Authority and the Securities and Futures Commission of Hong Kong. In Hong Kong, we will cease to use your personal data for our marketing purposes without charge if you so request. In Singapore, this material is distributed by JPMCB, Singapore branch. JPMCB, Singapore branch is regulated by the Monetary Authority of Singapore. Dealing and advisory services and discretionary investment management services are provided to you by JPMCB, Hong Kong/Singapore branch (as notified to you). Banking and custody services are provided to you by JPMCB Singapore Branch. The contents of this document have not been reviewed by any regulatory authority in Hong Kong, Singapore or any other jurisdictions. You are advised to exercise caution in relation to this document. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice. For materials which constitute product advertisement under the Securities and Futures Act and the Financial Advisers Act, this advertisement has not been reviewed by the Monetary Authority of Singapore. JPMorgan Chase Bank, N.A. is a national banking association chartered under the laws of the United States, and as a body corporate, its shareholder’s liability is limited.

With respect to countries in Latin America, the distribution of this material may be restricted in certain jurisdictions. We may offer and/or sell to you securities or other financial instruments which may not be registered under, and are not the subject of a public offering under, the securities or other financial regulatory laws of your home country. Such securities or instruments are offered and/or sold to you on a private basis only. Any communication by us to you regarding such securities or instruments, including without limitation the delivery of a prospectus, term sheet or other offering document, is not intended by us as an offer to sell or a solicitation of an offer to buy any securities or instruments in any jurisdiction in which such an offer or a solicitation is unlawful. Furthermore, such securities or instruments may be subject to certain regulatory and/or contractual restrictions on subsequent transfer by you, and you are solely responsible for ascertaining and complying with such restrictions. To the extent this content makes reference to a fund, the Fund may not be publicly offered in any Latin American country, without previous registration of such fund’s securities in compliance with the laws of the corresponding jurisdiction. Public offering of any security, including the shares of the Fund, without previous registration at Brazilian Securities and Exchange Commission— CVM is completely prohibited. Some products or services contained in the materials might not be currently provided by the Brazilian and Mexican platforms.

JPMorgan Chase Bank, N.A. (JPMCBNA) (ABN 43 074 112 011/AFS Licence No: 238367) is regulated by the Australian Securities and Investment Commission and the Australian Prudential Regulation Authority. Material provided by JPMCBNA in Australia is to “wholesale clients” only. For the purposes of this paragraph the term “wholesale client” has the meaning given in section 761G of the Corporations Act 2001 (Cth). Please inform us if you are not a Wholesale Client now or if you cease to be a Wholesale Client at any time in the future.

JPMS is a registered foreign company (overseas) (ARBN 109293610) incorporated in Delaware, U.S.A. Under Australian financial services licensing requirements, carrying on a financial services business in Australia requires a financial service provider, such as J.P. Morgan Securities LLC (JPMS), to hold an Australian Financial Services Licence (AFSL), unless an exemption applies. JPMS is exempt from the requirement to hold an AFSL under the Corporations Act 2001 (Cth) (Act) in respect of financial services it provides to you, and is regulated by the SEC, FINRA and CFTC under U.S. laws, which differ from Australian laws. Material provided by JPMS in Australia is to “wholesale clients” only. The information provided in this material is not intended to be, and must not be, distributed or passed on, directly or indirectly, to any other class of persons in Australia. For the purposes of this paragraph the term “wholesale client” has the meaning given in section 761G of the Act. Please inform us immediately if you are not a Wholesale Client now or if you cease to be a Wholesale Client at any time in the future.

This material has not been prepared specifically for Australian investors. It:

  • May contain references to dollar amounts which are not Australian dollars;
  • May contain financial information which is not prepared in accordance with Australian law or practices;
  • May not address risks associated with investment in foreign currency denominated investments; and
  • Does not address Australian tax issues.

SPAC securities have unique additional risks that you should consider. In particular, in a SPAC structure, the SPAC’s ability to successfully effect a business combination and to be successful thereafter will be particularly dependent, in whole or in part, upon the efforts of the SPAC’s key personnel. Although J.P. Morgan Securities LLC (or its affiliates) will not receive any special compensation (other than customary underwriting compensation) in connection with a SPAC IPO, J.P. Morgan Securities LLC may potentially provide other services and products to the SPAC and/or the SPAC’s key personnel, which may enhance J.P. Morgan’s relationships with such parties, and enable J.P. Morgan to obtain additional business and generate additional revenue from such parties.

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To learn more about J.P. Morgan’s investment business, including our accounts, products and services, as well as our relationship with you, please review our J.P. Morgan Securities LLC Form CRS and Guide to Investment Services and Brokerage Products

 

JPMorgan Chase Bank, N.A. and its affiliates (collectively "JPMCB") offer investment products, which may include bank-managed accounts and custody, as part of its trust and fiduciary services. Other investment products and services, such as brokerage and advisory accounts, are offered through J.P. Morgan Securities LLC ("JPMS"), a member of FINRA and SIPC. Insurance products are made available through Chase Insurance Agency, Inc. (CIA), a licensed insurance agency, doing business as Chase Insurance Agency Services, Inc. in Florida. JPMCB, JPMS and CIA are affiliated companies under the common control of JPMorgan Chase & Co. Products not available in all states.

 

Please read the Legal Disclaimer for key important J.P. Morgan Private Bank information in conjunction with these pages.

INVESTMENT AND INSURANCE PRODUCTS ARE: • NOT FDIC INSURED • NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY • NOT A DEPOSIT OR OTHER OBLIGATION OF, OR GUARANTEED BY, JPMORGAN CHASE BANK, N.A. OR ANY OF ITS AFFILIATES • SUBJECT TO INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED

Bank deposit products, such as checking, savings and bank lending and related services are offered by JPMorgan Chase Bank, N.A. Member FDIC.

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