Bank of America Corporation (the “Corporation”) today announced
the determination of pricing terms of its previously announced
private offers (the “Exchange Offers”) for Eligible Holders (as
defined below) of the Corporation’s outstanding debt securities
listed in the tables below (collectively, the “Existing Notes”) to
exchange Existing Notes for new fixed/floating rate senior notes
(the “New Notes”) in two categories of Exchange Offers, on the
terms and conditions set forth in the confidential offering
memorandum (the “Offering Memorandum”) dated December 4, 2017, and
the accompanying letter of transmittal (the “Letter of
Transmittal”).
The pricing terms for the Exchange Offers were determined at 11
a.m., New York City time, on December 18, 2017 (the “Price
Determination Date”), as described in the Offering Memorandum.
Eligible Holders of Existing Notes validly tendered in the first
category of Exchange Offers, and not validly withdrawn, at or prior
to 5 p.m., New York City time, on December 15, 2017 (the “Early
Participation Date”) and accepted for exchange will be entitled to
receive the applicable Total Exchange Consideration (as defined in
the Offering Memorandum) set forth in the table immediately below
for each $1,000 principal amount of such Existing Notes.
CUSIP No. Title
of Security
Reference U.S. Treasury
Security
Yield of Reference
U.S. Treasury Security
Fixed Spread
(bps)
Exchange Offer Yield
Total Exchange
Consideration
06051GDZ9 7.625% Senior Notes, due June 2019 1.250% U.S.T due
5/31/19 1.802% +20 2.002% $1,079.80 06051GEC9 5.625% Senior Notes,
due July 2020 1.625% U.S.T due 6/30/20 1.895% +25 2.145% $1,085.26
06051GEE5 5.875% Senior Notes, due January 2021 1.750% U.S.T due
12/31/20 1.963% +30 2.263% $1,105.58 06051GEX3 2.600% Senior Notes,
due January 2019 1.125% U.S.T due 1/15/19 1.767% +10 1.867%
$1,007.72 06051GFD6 2.650% Senior Notes, due April 2019 1.250%
U.S.T due 3/31/19 1.798% +10 1.898% $1,009.45 59018YN64 6.875%
Senior Notes, due April 2018 0.750% U.S.T due 4/15/18 1.371% +5
1.421% $1,018.80 06051GDX4 5.650% Senior Notes, due May 2018 0.750%
U.S.T due 4/30/18 1.416% +5 1.466% $1,015.11 590188JN9 6.875%
Senior Notes, due November 2018 1.250% U.S.T due 11/15/18 1.734% +5
1.784% $1,045.37 590188JF6 6.500% Senior Notes, due July 2018
0.875% U.S.T due 7/15/18 1.555% +5 1.605% $1,027.62
Eligible Holders of Existing Notes validly tendered in the
second category of Exchange Offers, and not validly withdrawn, at
or prior to the Early Participation Date and accepted for exchange
will be entitled to receive the applicable Total Exchange
Consideration set forth in the table immediately below for each
$1,000 principal amount of such Existing Notes.
CUSIP No. Title
of Security
Reference U.S. Treasury
Security
Yield of Reference
U.S. Treasury Security
Fixed Spread
(bps)
Exchange Offer Yield
Total Exchange
Consideration
06051GEM7 5.700% Senior Notes, due January 2022 2.000% U.S.T due
11/30/22 2.154% +25 2.404% $1,127.77 06051GEH8 5.000% Senior Notes,
due May 2021 2.000% U.S.T due 11/30/22 2.154% +15 2.304% $1,087.59
590188JB5 6.750% Senior Notes, due June 2028 2.250% U.S.T due
11/15/27 2.369% +125 3.619% $1,270.34 06051GFS3 3.875% Senior
Notes, due August 2025 2.250% U.S.T due 11/15/27 2.369% +72 3.089%
$1,052.94 06051GFG9 4.875% Senior Notes, due April 2044 2.750%
U.S.T due 8/15/47 2.721% +85 3.571% $1,221.06 59018YTM3 6.050%
Senior Notes, due June 2034 2.750% U.S.T due 8/15/47 2.721% +140
4.121% $1,228.75 06051GFF1 4.000% Senior Notes, due April 2024
2.250% U.S.T due 11/15/27 2.369% +58 2.949% $1,059.82 06053FAA7
4.100% Senior Notes, due July 2023 2.000% U.S.T due 11/30/22 2.154%
+76 2.914% $1,060.79 06051GFB0 4.125% Senior Notes, due January
2024 2.250% U.S.T due 11/15/27 2.369% +54 2.909% $1,067.39
06051GFC8 5.000% Senior Notes, due January 2044 2.750% U.S.T due
8/15/47 2.721% +92 3.641% $1,227.60 06051GEN5 5.875% Senior Notes,
due February 2042 2.750% U.S.T due 8/15/47 2.721% +110 3.821%
$1,321.84
The Total Exchange Consideration amounts set forth in the tables
above include the Early Participation Premium (as defined in the
Offering Memorandum) and will be payable in the applicable
principal amount of the applicable series of New Notes. Eligible
Holders of Existing Notes validly tendered after the Early
Participation Date but at or prior to the Expiration Date and
accepted by the Corporation for exchange will receive the Exchange
Consideration (as defined in the Offering Memorandum), which does
not include the Early Participation Premium. In addition to the
Total Exchange Consideration or the Exchange Consideration, as
applicable, Eligible Holders of Existing Notes accepted by the
Corporation for exchange will receive (i) a cash payment for any
accrued and unpaid interest on the applicable series of Existing
Notes to, but excluding, the applicable Settlement Date (as defined
below), and (ii) a cash payment for any amounts due in lieu of
fractional amounts of the applicable series of New Notes issuable
in exchange for Existing Notes accepted in the applicable category
of Exchange Offers.
The table below sets forth the interest rate on each series of
New Notes for the Fixed Rate Period (as defined in the Offering
Memorandum), determined as described in the Offering
Memorandum.
Title of Series of New
Notes
Reference Security
Spread to Reference
Security (bps)
Fixed Rate Coupon
Fixed/Floating Rate Senior Notes, due December 2023 2.000% U.S.
Treasury due November 30, 2022 +85 3.004% Fixed/Floating Rate
Senior Notes, due December 2028 2.250% U.S. Treasury due November
15, 2027 +105 3.419%
For the Floating Rate Period (as defined in the Offering
Memorandum) of the New Notes, (i) the Fixed/Floating Rate Senior
Notes due December 2023 will bear interest at a floating rate equal
to three-month LIBOR plus a spread of 79 basis points, and (ii) the
Fixed/Floating Rate Senior Notes due December 2028 will bear
interest at a floating rate equal to three-month LIBOR plus a
spread of 104 basis points.
The principal amount of New Notes issuable in all of the
Exchange Offers is initially limited to $4,000,000,000, and the
principal amount of New Notes issuable in each category of Exchange
Offers is initially limited to $2,000,000,000. However, the
Corporation intends to increase these limits to the extent
necessary to allow the acceptance of all Existing Notes validly
tendered and not validly withdrawn at or prior to the Early
Participation Date to an overall New Notes limit of up to
$12,000,000,000 and a New Notes limit for each category of Exchange
Offers of up to $6,000,000,000. In addition, the principal amount
of each series of Existing Notes that is accepted pursuant to the
Exchange Offers will be subject to the applicable “acceptance
priority level” as described in the Offering Memorandum.
The “Early Settlement Date” for Existing Notes validly tendered
and not validly withdrawn at or prior to the Early Participation
Date and accepted by the Corporation for exchange is expected to be
December 20, 2017. The Exchange Offers will expire at 11:59 p.m.,
New York City time, on January 4, 2018, unless extended by the
Corporation (the “Expiration Date”), and the “Final Settlement
Date” (if any) for any Existing Notes validly tendered after the
Early Participation Date but at or prior to the Expiration Date and
accepted by the Corporation for exchange is expected to be January
8, 2018. The Early Settlement Date and the Final Settlement Date
each are referred to as a “Settlement Date.”
The Withdrawal Deadline (as defined in the Offering Memorandum)
for valid tenders of Existing Notes occurred at 5 p.m., New York
City time, on December 15, 2017. As a result, tendered Existing
Notes may no longer be withdrawn pursuant to the Exchange Offers,
except as may be required by law.
Consummation of each Exchange Offer is subject to the
satisfaction or waiver of certain conditions as described in the
Offering Memorandum, including (i) the condition that at least
$1,000,000,000 of each series of New Notes be issued in the
Exchange Offers, (ii) the condition that the Existing Notes and the
New Notes receive certain accounting and tax treatment (as
described in the Offering Memorandum) and (iii) the absence of
certain adverse legal and market developments and other customary
conditions. Each Exchange Offer may be amended, extended or
terminated individually.
The Exchange Offers are made, and copies of the documents
relating to the Exchange Offers will be made available, only to a
holder of Existing Notes who has certified in an eligibility letter
(each, an “Eligible Holder”) certain matters to the Corporation,
including its status as (i) a “qualified institutional buyer” as
defined in Rule 144A under the Securities Act of 1933, as amended
(the “Securities Act”), or (ii) a person outside the United States
who is (a) not a “U.S. person” as defined in Rule 902 under the
Securities Act, (b) not acting for the account or benefit of a U.S.
person, and (c) a “non-U.S. qualified offeree” as defined in the
Offering Memorandum. Holders of Existing Notes who desire access to
the electronic eligibility certification should contact D.F. King
& Co., Inc., the information agent for the Exchange Offers, at
866.342.4881 (U.S. toll-free), 212.269.5550 (collect), or at
bac@dfking.com. Holders who wish to receive the Offering Memorandum
and the Letter of Transmittal can certify eligibility at
http://www.dfking.com/bac.
If and when issued, the New Notes will not be registered under
the Securities Act or any state securities laws. Therefore, the New
Notes may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements of the Securities Act and any applicable state
securities laws. The Corporation will enter into a registration
rights agreement with respect to the New Notes.
This press release is not an offer to sell or a solicitation of
an offer to buy any security. The Exchange Offers are being made
solely by the Offering Memorandum and only to such persons and in
such jurisdictions as are permitted under applicable law.
This communication has not been approved by an authorized person
for the purposes of Section 21 of the Financial Services and
Markets Act 2000, as amended (the “FSMA”). Accordingly, this
communication is not being directed at or communicated to persons
within the United Kingdom save in circumstances where section 21(1)
of the FSMA does not apply.
In particular, this communication is only addressed to and
directed at: (A) in any Member State of the European Economic Area
that has implemented the Prospectus Directive (as defined below) (a
“Relevant Member State”), qualified investors in that Relevant
Member State within the meaning of the Prospectus Directive and (B)
(i) persons that are outside the United Kingdom or (ii) persons in
the United Kingdom falling within the definition of investment
professionals (as defined in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
“Financial Promotion Order”)) or within Article 43 of the Financial
Promotion Order or are high net-worth entities and other persons
falling within article 69(2)(a) to (d) of the Financial Promotion
Order, or to other persons to whom it may otherwise lawfully be
communicated or caused to be communicated by virtue of an exemption
to Section 21(1) of the FSMA or otherwise in circumstance where it
does not apply (such persons together being “relevant persons”).
The New Notes are only available to, and any invitation, offer or
agreement to subscribe, purchase or otherwise acquire such New
Notes will be engaged in only with, relevant persons. Any person
who is not a relevant person should not act or rely on the Offering
Memorandum or any of its contents. For purposes of the foregoing,
the “Prospectus Directive” means the Prospectus Directive
2003/71/EC, as amended, including pursuant to Directive 2010/73/EU
and includes any relevant implementing measure in a Relevant Member
State.
Forward-looking statements
Certain statements in this news release represent the current
expectations, plans or forecasts of Bank of America Corporation
(“Bank of America”) based on available information and are
forward-looking statements. Forward-looking statements can be
identified by the fact that they do not relate strictly to
historical or current facts. These statements often use words like
“expects,” “anticipates,” “believes,” “estimates,” “targets,”
“intends,” “plans,” “predict,” “goal” and other similar expressions
or future or conditional verbs such as “will,” “may,” “might,”
“should,” “would” and “could.” Forward-looking statements speak
only as of the date they are made, and Bank of America undertakes
no obligation to update any forward-looking statement to reflect
the impact of circumstances or events that arise after the date the
forward-looking statement was made.
Forward-looking statements represent Bank of America’s current
expectations, plans or forecasts of its future results, revenues,
expenses, efficiency ratio, capital measures, and future business
and economic conditions more generally, and other future matters.
These statements are not guarantees of its future results or
performance and involve certain known and unknown risks,
uncertainties and assumptions that are difficult to predict and are
often beyond Bank of America’s control. Actual outcomes and results
may differ materially from those expressed in, or implied by, any
forward-looking statements. You should not place undue reliance on
any forward-looking statement and should consider all of the
uncertainties and risks discussed under Item 1A. “Risk Factors” of
Bank of America’s Annual Report on Form 10-K for the year ended
December 31, 2016 and in any of Bank of America's other subsequent
Securities and Exchange Commission filings.
Visit the Bank of America newsroom for more Bank of America
news.
www.bankofamerica.com
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version on businesswire.com: http://www.businesswire.com/news/home/20171218006032/en/
Reporters May Contact:Jerry Dubrowski, Bank of America,
1.646.855.1195jerome.f.dubrowski@bankofamerica.comInvestors May
Contact:Lee McEntire, Bank of America, 1.980.388.6780Jonathan G.
Blum, Bank of America (Fixed Income), 1.212.449.3112
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