We advised JPMorgan Chase on the transaction

Davis Polk advised JPMorgan Chase & Co. in its acquisition of the substantial majority of assets and assumption of the deposits and certain other liabilities of First Republic Bank from the Federal Deposit Insurance Corporation (FDIC). As part of the purchase, JPMorgan Chase is assuming all deposits – insured and uninsured.

JPMorgan Chase will acquire approximately $173 billion of loans and approximately $30 billion of securities and will assume approximately $92 billion of deposits, including $30 billion of large bank deposits, which will be repaid post-close or eliminated in consolidation. In March, Davis Polk advised 11 major banks, including JPMorgan, in making the $30 billion of uninsured deposits into First Republic to help stabilize the U.S. financial system. JPMorgan made a $5 billion deposit at that time.

The latest transaction follows a competitive bidding process by the FDIC. The FDIC will provide loss share agreements covering acquired single-family residential mortgage loans and commercial loans, as well as $50 billion of five-year, fixed-rate term financing. JPMorgan Chase is not assuming First Republic’s corporate debt or preferred stock.

JPMorgan Chase & Co. is a leading financial services firm based in the United States, with operations worldwide. JPMorgan Chase had $3.7 trillion in assets and $303 billion in stockholders’ equity as of March 31, 2023.

The Davis Polk financial institutions M&A team was led by Margaret E. Tahyar, Lee Hochbaum, Randall D. Guynn, Paul D. Marquardt, Luigi L. De Ghenghi, Eric McLaughlin and James A. Florack. The team also included counsel Ledina Gocaj and Albert Zhu and associates Dana Seesel Bayersdorfer and Steven Jaffe. Members of the Davis Polk team are based in the New York and Washington DC offices.