Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
April 19 2021 - 6:04AM
Edgar (US Regulatory)
Filed Pursuant to Rule
433
Registration No. 333-224523
BANK OF AMERICA CORPORATION
MEDIUM-TERM NOTES, SERIES N
$2,250,000,000
0.976%
FIXED/FLOATING RATE SENIOR NOTES, DUE APRIL 2025
FINAL TERM SHEET
Dated April 16, 2021
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Issuer:
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Bank of America Corporation
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Ratings of this Series:
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A2 (Moodys)/A- (S&P)/A+ (Fitch)
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Title of the Series:
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0.976% Fixed/Floating Rate Senior Notes, due April 2025 (the Notes)
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Aggregate Principal Amount Initially
Being
Issued:
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$2,250,000,000
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Issue Price:
Selling Agents Commission:
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100%
0.25%
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Net Proceeds to Issuer:
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$2,244,375,000
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Trade Date:
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April 16, 2021
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Settlement Date:
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April 22, 2021 (T+4)
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Maturity Date:
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April 22, 2025
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Ranking:
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Senior
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Minimum Denominations:
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$2,000 and multiples of $1,000 in excess of $2,000
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Fixed Rate Coupon:
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0.976% payable semi-annually in arrears from, and including, the Settlement Date to, but excluding, April 22, 2024 (the Fixed Rate
Period).
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Floating Rate Coupon:
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Base Rate plus 69 basis points, payable quarterly in arrears from, and including, April 22, 2024 to, but excluding, the Maturity Date
(the
Floating Rate Period).
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Base Rate:
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Compounded SOFR, which is a compounded average of daily SOFR (the Secured Overnight Financing Rate) as determined for each quarterly Interest
Period during the Floating Rate Period in accordance with the specific formula and other provisions set forth in the Base Rates Supplement No. 1 dated April 15, 2020 (the Base Rates Supplement).
For more information on the determination of the Base Rate, see Terms and
Provisions Applicable to USD LIBOR Notes, Term SOFR Notes and Compounded SOFR NotesCompounded SOFR Notes in the Base Rates Supplement.
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Compounded SOFR Convention:
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Payment Delay Convention
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Interest Periods:
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During the Fixed Rate Period, each semi-annual period from, and including, an Interest Payment Date (or, in the case of the first Interest
Period, the Settlement Date) to, but excluding, the next Interest Payment Date.
During the Floating Rate Period, each quarterly period from, and including, an Interest Period Demarcation Date (or, in the case of the first Interest Period
during the Floating Rate Period, April 22, 2024) to, but excluding, the next Interest Period Demarcation Date (or, in the case of the final Interest Period, the Maturity Date or, if the Notes are redeemed, the redemption date).
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Interest Period Demarcation Dates:
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The 22nd of each January, April, July, and October, commencing July 22, 2024 and ending on the Maturity Date or, if the Issuer elects to redeem the Notes prior to the Maturity
Date, ending on the redemption date.
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Interest Payment Dates:
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During the Fixed Rate Period, April 22 and October 22 of each year, beginning October 22, 2021 and ending April 22,
2024.
During the Floating Rate Period, the second Business Day following each
Interest Period Demarcation Date; provided that the Interest Payment Date with respect to the final Interest Period will be the Maturity Date or, if the Notes are redeemed, the redemption date.
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Rate Cut-Off Date:
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The second U.S. Government Securities Business Day prior to the Maturity Date or redemption date, as applicable.
For purposes of calculating Compounded SOFR with respect to the final interest period, the level of SOFR for each U.S. Government Securities Business Day in
the period from, and including, the Rate Cut-Off Date to, but excluding, the Maturity Date or redemption date, as applicable, shall be the level of SOFR in respect of such Rate Cut- Off Date.
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Day Count Convention:
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30/360 during the Fixed Rate Period, Actual/360 during the Floating Rate Period
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Business Days:
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During the Fixed Rate Period, New York/Charlotte
During the Floating Rate Period, New York/Charlotte and U.S. Government Securities Business Day
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Business Day Convention:
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During the Fixed Rate Period, Following Unadjusted Business Day Convention
During the Floating Rate Period, Modified Following Business Day Convention (Adjusted)
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Treasury Benchmark:
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3 year U.S. Treasury, due March 15, 2024
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Treasury Yield:
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0.326%
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Treasury Benchmark Price:
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99-25
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Spread to Treasury Benchmark:
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65 bps
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Reoffer Yield:
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0.976%
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Listing:
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None
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Lead Manager and Sole Book-
Runner:
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BofA Securities, Inc.
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Co-Managers:
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Academy Securities, Inc.
American Veterans
Group, PBC
Blaylock Van, LLC
Penserra Securities LLC
Samuel A. Ramirez & Company, Inc.
Siebert Williams
Shank & Co., LLC
ANZ Securities, Inc.
BBVA
Securities Inc.
BMO Capital Markets Corp.
BNY Mellon Capital
Markets, LLC
Capital One Securities, Inc.
CIBC World Markets
Corp.
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Citizens Capital Markets, Inc.
Commerz Markets
LLC
Commonwealth Bank of Australia
HSBC Securities (USA)
Inc.
ICBC Standard Bank Plc
Intesa Sanpaolo S.p.A.
Lloyds Securities Inc.
Mizuho Securities USA LLC
MUFG Securities Americas Inc.
Natixis Securities Americas LLC
Nordea Bank Abp
Nykredit Bank A/S
PNC Capital Markets LLC
Regions Securities LLC
Santander Investment Securities Inc.
Scotia Capital (USA)
Inc.
SMBC Nikko Securities America, Inc.
TD Securities (USA)
LLC
UniCredit Capital Markets LLC
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CUSIP:
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06051GJR1
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ISIN:
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US06051GJR11
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Concurrent Offerings:
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$600,000,000 Floating Rate Senior Notes, due April 2025
$400,000,000 Floating Rate Senior Notes, due July 2027
$3,750,000,000 1.734% Fixed/Floating Rate Senior Notes, due July 2027
$4,500,000,000 2.687% Fixed/Floating Rate Senior Notes, due April 2032
$3,500,000,000 3.311% Fixed/Floating Rate Senior Notes, due April 2042
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Optional Redemption:
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The Issuer may redeem the Notes at its option, (a) in whole, but not in part, on April 22, 2024, or (b) in whole at any time
or in part from time to time, on or after March 21, 2025 and prior to the Maturity Date, in each case, upon at least 5 business days but not more than 60 calendar days prior written notice to holders of the Notes at a redemption
price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest, if any, thereon to, but excluding, the redemption date.
In addition, the Issuer may redeem the Notes, at its option, in whole at any time or in part from time to time, on or after October 22, 2021 (or, if
additional Notes are issued after April 22, 2021, beginning six months after the issue date of such additional Notes), and prior to April 22, 2024, upon at least 5 business days but not more than 60 calendar days prior written
notice to the holders of the Notes, at a make- whole redemption price equal to the greater of:
(i) 100% of the principal amount of the Notes to be redeemed; or
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(ii) as determined by the quotation agent described below, the sum of the present values of (a) the principal
amount of the Notes to be redeemed, as if paid on April 22, 2024 and (b) the scheduled payments of interest on the Notes to be redeemed, that would have been payable from the redemption date to April 22, 2024, in each case discounted to
the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate plus 10 basis points, minus interest
(on the Notes to be redeemed) accrued to, but excluding, the redemption date,
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plus, in either case of (i) or (ii) above, accrued and unpaid interest, if any, on the principal amount of the Notes being redeemed to, but excluding, the applicable redemption date.
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Notwithstanding the foregoing, any interest on Notes being redeemed that is due and payable on an Interest Payment Date falling on or prior
to a redemption date for such Notes will be payable on such Interest Payment Date to holders of such Notes being redeemed as of the close of business on the relevant record date according to the terms of the Notes and the Senior
Indenture.
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treasury rate means, with respect to any redemption date, the rate per annum equal to: (1) the yield, under the heading that represents the average for the week immediately prior to the calculation date,
appearing in the most recently published statistical release appearing on the website of the Board of Governors of the Federal Reserve System or in another recognized electronic source, in each case, as determined by the quotation agent in its sole
discretion, and that establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity, for the maturity corresponding to the applicable comparable treasury issue; provided that, if no maturity is within three
months before or after April 22, 2024, yields for the two published maturities most closely corresponding to the applicable comparable treasury issue will be determined and the treasury rate will be interpolated or extrapolated from those yields on
a straight-line basis, rounding to the nearest month; or (2) if such release (or any successor release) is not published during the week immediately prior to the calculation date or does not contain such yields, the semi-annual equivalent yield
to maturity or interpolated maturity (on a day-count basis) of the comparable treasury issue, calculated using a price for the applicable comparable treasury issue (expressed as a percentage of its principal
amount) equal to the related comparable treasury price for such redemption date.
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The treasury rate will be calculated by the quotation agent on the third business day preceding the applicable redemption date of the Notes.
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In determining the treasury rate, the below terms will have the following meaning:
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comparable treasury issue means, with respect to any redemption date, the U.S. Treasury security or securities selected by the quotation agent as having an actual or interpolated (on a day-count basis) maturity comparable to the remaining term of the Notes to be redeemed, as if such Notes matured on April 22, 2024, that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Notes as if such Notes matured on April 22, 2024.
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comparable treasury price means, with respect to any redemption date, (1) the average of the reference treasury dealer quotations for such redemption date, after excluding the highest and lowest reference
treasury dealer quotations, provided that the quotation agent obtains five reference treasury dealer quotations, or (2) if the quotation agent obtains fewer than five such reference treasury dealer quotations, the average of all such
quotations.
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quotation agent means BofA Securities, Inc., or its successor, or, if that firm is unwilling or unable to select the comparable treasury issue, an investment bank of national standing appointed by the
Issuer.
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reference treasury dealer means (1) BofA Securities, Inc., or its successor, unless that firm ceases to be a primary U.S. government securities dealer in New York City (referred to in this term sheet as a
primary treasury dealer), in which case the Issuer will substitute another primary treasury dealer and (2) four other primary treasury dealer(s) that the Issuer may select.
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reference treasury dealer quotations means, with respect to each reference treasury dealer and any redemption date, the average, as determined by the quotation agent, of the bid and asked prices for the applicable
comparable treasury issue (expressed in each case as a percentage of its principal amount) quoted in writing to the quotation agent by such reference treasury dealer at 3:30 p.m., New York City time, on the third business day preceding such
redemption date.
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Unless the Issuer defaults on payment of the applicable redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. If fewer than all of the Notes are to
be redeemed, for so long as such notes are in book-entry only form, such Notes to be redeemed will be selected in accordance with the procedures of The Depository Trust Company.
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Because BofA Securities, Inc. is, and any successor to BofA Securities, Inc. will be, an affiliate of the Issuer, the economic interests of BofA Securities, Inc. or its successor may be adverse to your interests as a holder of the
Notes subject to the Issuers redemption, including with respect to certain determinations and judgments it must make as quotation agent in the event that the Issuer redeems the Notes before their maturity pursuant to the make-whole
optional redemption described above.
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Bank of America Corporation (the Issuer) has filed a registration statement (including the Base Rates Supplement, a prospectus supplement and a prospectus) with the SEC for the offering to which this
communication relates. Before you invest, you should read those documents and the other documents that the Issuer has filed with the SEC for more complete information about the Issuer and this offering, including additional information about SOFR as
well as risks relating to SOFR. You may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the lead manager will arrange to send you the Base Rates Supplement, the prospectus supplement, and the
prospectus if you request them by contacting BofA Securities, Inc., toll free at 1-800-294-1322. You may also request copies by e-mail from fixedincomeir@bankofamerica.com or dg.prospectus_requests@bofa.com.
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