Summary
The Accelerated Return Notes
®
Linked to the
Russell 2000
®
Index, due
August , 2020
(the
“
notes
”
) are our senior unsecu
red debt securities. Payments on
the notes are fully and unc
onditionally guaranteed by BAC.
The
notes and the related guarantee
are not insured
by the
Federal Deposit Insurance Corporation or secured by collateral.
The notes will rank equally with all of BofA Finance
’
s other unsecured and unsubordinated debt, and the related guarantee will rank equally with all of BAC
’
s other unsecured and
un
subordinated obligations. Any payments due on the notes, including any repayment of principal, will be subject to the credit risk of BofA Finance, as
issuer, and BAC, as guarantor.
The notes provide you a leveraged return, subject to a cap, if the Ending Value of the Market Measure, which is the
Russell 2000
®
Index (the
“
Index
”
), is greater than its Starting Value. If the Ending Value is less than the Starting Value, you will lose all or a portion of the principal amount of your n
otes. Any payments on the notes
will be calculated based on the $10 principal amount per unit and will depend on the performance of the Index, subject to our and BAC
’
s credit risk. See
“
Terms of the Notes
”
below.
The
economic terms of the notes (including the
Capped Value
) are based on
BAC
’
s internal funding rate, which is
the rate
it
would pay to borrow funds through the issuance of market-linked notes and the economic terms of certain related hedging arrangements.
BAC
’
s internal funding rate
is
typically lower than the rate it would pay when it
issue
s
conventional fixed or floating rate debt securities. This difference in
funding
rate, as well as the underwriting discount and the hedging related charge described below, will reduce the economic terms of the notes to you and the initial estimated value of the
notes on the pricing date. Due to these factors, the public offering price you pay to purchase the notes will be greater than the initial estimated value of the notes.
On the cover page of this term sheet, we have provided the initial estimated value range
for the notes. This initial estimated value range was determined based on our
, BAC
’
s
and our
other
affiliates
’
pricing models, which take into consideration
BAC
’
s
internal funding rate
and the market prices for the hedging arrangements related to the notes. The initial estimated value of the notes calculated on the pricing date will be set forth in the final term sheet made available to investors in the notes. For more information about the initial estimated value and the
structuring of the notes, see
“
Structuring the Notes
”
on page TS-
13
.
|
Terms of the Notes
|
Redemption Amount
Determination
|
|
Issuer:
|
BofA Finance LLC (
“
BofA Finance
”
)
|
On the maturity date, you will receive a cash payment per unit determined as follows:
|
|
Guarantor:
|
Bank of America Corporation (
“
BAC
”
)
|
|
|
Principal Amount
:
|
$10.00 per unit
|
|
|
Term:
|
Approximately 14 months
|
|
Market Measure:
|
The
Russell 2000
®
Index (Bloomberg symbol:
“
RTY
”
), a price return index
|
|
Starting Value:
|
The closing level of the Market Measure on the pricing date
|
|
Ending Value:
|
The average of the closing levels of the Market Measure on each calculation day occurring during the maturity valuation period. The
scheduled
calculation days are subject to postponement in the event of Market Disruption Ev
ents, as described on page PS-19
of product supplement EQUITY INDICES ARN-1.
|
|
Participation Rate:
|
300%
|
|
Capped Value:
|
[
$11.20
to
$11.60
] per unit, which represents a return of [
12.00%
to
16.00%
] over the principal amount. The actual Capped Value will be determined on the pricing date.
|
|
Maturity Valuation Period
:
|
Five scheduled calculation days shortly before the maturity date.
|
|
Fees and Charges
:
|
The underwriting discount of $0.20 per unit listed on the cover page and the hedging related charge of $0.075 per unit described in
“
Structuring the Notes
”
on page TS-
13
.
|
|
Calculation Agent
:
|
BofA Securities, Inc. (“BofAS”)
, an affiliate of BofA Finance
|
|
Accelerated Return Notes
®
|
TS-
2
|
|
Accelerated Return Notes
®
Linked to the
Russell 2000
®
Index, due
August , 2020
|
|
The terms and risks of the notes are contained in this term sheet and in the following:
As a result of the completion of the reorganization of Bank of America’s U.S
.
broker-dealer business, references to Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”) in the accompanying produ
ct supplement EQUITY INDICES ARN
-1, prospectus supplement and prospectus, as such references relate to MLPF&S’s institutional services, should be read as references to BofAS.
These documents (together, the
“
Note Prospectus
”
) have been filed as part of a registration statement with the SEC, which may, without cost, be accessed on the SEC website as indicated above or obtained from MLPF&S
or BofAS
by calling 1-800-294-1322. Before you invest, you should read the Note Prospectus, including this term sheet, for information about us
, BAC
and this offering. Any prior or contemporaneous oral statements and any other written materials you may have received are superseded by the Note Prospectus. Capitalized terms used but not defined in this term sheet have the meanings set forth in product supplement EQUITY INDICES ARN-1. Unless otherwise indicated or unless the context requires otherwise, all references in this document to
“
we,
”
“
us,
”
“
our,
”
or similar references are to BofA
Finance, and not to BAC
.
Investor Considerations
|
You may wish to consider an investment in the notes if:
|
The notes may not be an appropriate investment for you if:
|
■
You anticipate that the Index will increase moderately from the Starting Value to the Ending Value.
■
You are willing to risk a loss of principal and return if the Index decreases from the Starting Value to the Ending Value.
■
You accept that the return on the notes will be capped.
■
You are willing to forgo the interest payments that are paid on conventional interest bearing debt securities.
■
You are willing to forgo dividends or other benefits of owning the stocks included in the Index.
■
You are willing to accept a limited or no market for sales prior to maturity, and understand that the market prices for the notes, if any, will be affected by various
factors, including our and BAC’
s actual and
perceived creditworthiness, BAC’
s internal funding rate and fees and charges on the notes.
■
You are willing to assume our credit risk,
as issuer of the notes, and BAC’
s credit risk, as guarantor of the notes,
for all payments under the notes, including the Redemption Amount.
|
■
You believe that the Index will decrease from the Starting Value to the Ending Value or that it will not increase sufficiently over the term of the notes to provide you with your desired return.
■
You seek principal repayment or preservation of capital.
■
You seek an uncapped return on your investment.
■
You seek interest payments or other current income on your investment.
■
You want to receive dividends or other distributions paid on the stocks included in the Index.
■
You seek an investment for which there will be a liquid secondary market.
■
You are unwilling or are unable to take market risk on the notes
,
to take our credit risk
,
as iss
uer of the notes, or to take BAC’
s credit risk, as guarantor of the notes.
|
We urge you to consu
lt your investment, legal, tax,
accounting, and other advisors before you invest in the notes.
|
Accelerated Return Notes
®
|
TS-
3
|
|
Accelerated Return Notes
®
Linked to the
Russell 2000
®
Index, due
August , 2020
|
|
Hypothetical Payout Profile and Examples of Payments at Maturity
The below graph is based on
hypothetical
numbers and values
.
|
Accelerated Return Notes
®
|
This graph reflects the returns on the notes, based on the Participation Rate of 300% and a Capped Value of
$11.40
per unit
(the midpoint of the Capped Value range of [
$11.20
to
$11.60
]). The green line reflects the returns on the notes, while the dotted gray line reflects the returns of a direct investment in the stocks included in the Index, excluding dividends.
This graph has been prepared for purposes of illustration only.
|
The following table and examples are for purposes of illustration only. They are based on
hypothetical
values and show
hypothetical
returns on the notes. They illustrate the calculation of the Redemption Amount and total rate of return based on a hypothetical Starting Value of 100, the Participation Rate of 300%, a Capped Value of
$11.40
per unit and a range of hypothetical Ending Values.
The actual amount you receive and the resulting total rate of return will depend on the actual Starting Va
lue, Ending Value, Capped Value
and whether you hold the notes to maturity.
The following examples do not take into account any tax consequences from investing in the notes.
For recent actual levels of the Market Measure, see
“
The Index
”
section below. The Index is a price return index and as such the Ending Value will not include any income generated by dividends paid on the stocks included in the Index, which you would otherwise be entitled to receive if you invested in those stocks directly. In addition, all payments on the notes are subject to issuer
and guarantor
credit risk.
|
Accelerated Return Notes
®
|
TS-
4
|
|
Accelerated Return Notes
®
Linked to the
Russell 2000
®
Index, due
August , 2020
|
|
|
Ending Value
|
Percentage Change from the Starting Value to the Ending Value
|
Redemption Amount per Unit
|
Total Rate of Return on the Notes
|
|
0.00
|
-100.00%
|
$0.00
|
-100.00%
|
|
50.00
|
-50.00%
|
$5.00
|
-50.00%
|
|
80.00
|
-20.00%
|
$8.00
|
-20.00%
|
|
90.00
|
-10.00%
|
$9.00
|
-10.00%
|
|
94.00
|
-6.00%
|
$9.40
|
-6.00%
|
|
97.00
|
-3.00%
|
$9.70
|
-3.00%
|
|
100.00
(1)
|
0.00%
|
$10.00
|
0.00%
|
|
102.00
|
2.00%
|
$10.60
|
6.00%
|
|
105.00
|
5.00%
|
$11.40
(2)
|
14.00%
|
|
110.00
|
10.00%
|
$11.40
|
14.00%
|
|
120.00
|
20.00%
|
$11.40
|
14.00%
|
|
130.00
|
30.00%
|
$11.40
|
14.00%
|
|
140.00
|
40.00%
|
$11.40
|
14.00%
|
|
150.00
|
50.00%
|
$11.40
|
14.00%
|
|
160.00
|
60.00%
|
$11.40
|
14.00%
|
|
(1)
|
The
hypothetical
Starting Value of 100 used in these examples has been chosen for illustrative purposes only, and does not represent a likely actual Starting Value for the Market Measure.
|
|
(2)
|
The Redemption Amount per unit cannot exceed the
hypothetical
Capped Value.
|
|
Accelerated Return Notes
®
|
TS-
5
|
|
Accelerated Return Notes
®
Linked to the
Russell 2000
®
Index, due
August , 2020
|
|
Redemption Amount Calculation Examples
|
Example 1
|
|
The Ending Value is 80.00, or 80.00% of the Starting Value:
|
|
Starting Value:
100.00
|
|
Ending Value:
80.00
|
|
|
= $8.00
Redemption Amount per unit
|
|
Example 2
|
|
The Ending Value is 102.00, or 102.00% of the Starting Value:
|
|
Starting Value:
100.00
|
|
Ending Value:
102.00
|
|
|
= $10.60
Redemption Amount per unit
|
|
Example 3
|
|
The Ending Value is 130.00, or 130.00% of the Starting Value:
|
|
Starting Value:
100.00
|
|
Ending Value:
130.00
|
|
|
= $19.00, however, because the Redemption Amount for the notes cannot exceed the Capped Value, the Redemption Amount will be
$11.40
per unit
|
|
Accelerated Return Notes
®
|
TS-
6
|
|
Accelerated Return Notes
®
Linked to the
Russell 2000
®
Index, due
August , 2020
|
|
Additional Risk Factors
The
notes are subject to risks associated with small-size capitalization companies
.
The
stocks composing the Index are issued by companies with small-sized market capitalization. The stock prices of small-size companies may be more volatile than stock prices of large capitalization companies. Small-size capitalization companies may be less able to withstand adverse economic, market, trade and competitive conditions relative to larger companies. Small-size capitalization companies may also be more susceptible to adverse developments related to their products or services.
|
Accelerated Return Notes
®
|
TS-
8
|
|
Accelerated Return Notes
®
Linked to the
Russell 2000
®
Index, due
August , 2020
|
|
The Index
All disclosures in
this term sheet regarding the Index have been derived from publicly available sources, which we have not independently verified. The Index was developed by Russell Investments (“Russell”) before FTSE International Limited and Russell combined in 2015 to create FTSE Russell, which is wholly owned by London Stock Exchange Group. The information summarizes the current index methodology as published by FTSE Russell and may be changed by FTSE Russell at any time. FTSE Russell, which owns the copyright and all other rights to the Index, has no obligation to continue to publish, and may discontinue publication of, the Index. The consequences of FTSE Russell discontinuing publication of the Index are discussed in the section entitled “Description of
the Notes—
Discontin
uance of an Index” on page PS-20
of product supplement EQUITY INDICES
ARN
-1. None of
us, BAC, the calculation agent,
MLPF&S
, or BofAS
accepts any responsibility for the calculation, maintenance or publication of the Index or any successor index. Additional information on the Index is available at the following website: http://www.ftserussell.com. No information on that website is deemed to be included or incorporated by reference in this term sheet.
Russell began dissemination of the Index (Bloomberg L.P. index symbol “RTY”) on January 1, 1984. FTSE Russell calculates and publishes the Index. The Index was set to 135 as of the close of business on December 31, 1986. The Index is designed to track the performance of the small capitalization segment of the U.S. equity market. As a subset of the Russell 3000
®
Index, the Index consists of the smallest 2,000 companies included in the Russell 3000
®
Index. The Russell 3000
®
Index measures the performance of the largest 3,000 U.S. companies, representing approximately 98% of the investable U.S. equity market. The Index is determined, comprised, and calculated by FTSE Russell without regard to the notes
.
Selection of Stocks Comprising the Index
All companies eligible for inclusion in the Index must be classified as a U.S. company under FTSE Russell’s country-assignment methodology. If a company is incorporated, has a stated headquarters location, and trades in the same country (American Depositary Receipts and American Depositary Shares are not eligible), then the company is assigned to its country of incorporation. If any of the three factors are not the same, FTSE Russell defines three Home Country Indicators (“HCIs”): country of incorporation, country of headquarters, and country of the most liquid exchange (as defined by a two-year average daily dollar trading volume) (“ADDTV”) from all exchanges within a country. Using the HCIs, FTSE Russell compares the primary location of the company’s assets with the three HCIs. If the primary location of its assets matches any of the HCIs, then the company is assigned to the primary location of its assets. If there is insufficient information to determine the country in which the company’s assets are primarily located, FTSE Russell will use the primary country from which the company’s revenues are primarily derived for the comparison with the three HCIs in a similar manner. FTSE Russell uses the average of two years of assets or revenues data to reduce potential turnover. If conclusive country details cannot be derived from assets or revenues data, FTSE Russell will assign the company to the country of its headquarters, which is defined as the address of the company’s principal executive offices, unless that country is a Benefit Driven Incorporation “BDI” country, in which case the company will be assigned to the country of its most liquid stock exchange. BDI countries include: Anguilla, Antigua and Barbuda, Bahamas, Barbados, Belize, Bermuda, Bonaire, British Virgin Islands, Cayman Islands, Channel Islands, Cook Islands, Curacao, Faroe Islands, Gibraltar, Guernsey, Isle of Man, Jersey, Liberia, Marshall Islands, Panama, Saba, Sint Eustatius, Sint Maarten, and Turks and Caicos Islands. For any companies incorporated or headquartered in a U.S. territory, including countries such as Puerto Rico, Guam, and U.S. Virgin Islands, a U.S. HCI is assigned.
All securities eligible for inclusion in the Index must trade on a major U.S. exchange. Stocks must have a closing price at or above $1.00 on their primary exchange on the last trading day in May to be eligible for inclusion during annual reconstitution. However, in order to reduce unnecessary turnover, if an existing member’s closing price is less than $1.00 on the last day of May, it will be considered eligible if the average of the daily closing prices (from its primary exchange) during the month of May is equal to or greater than $1.00. Initial public offerings are added each quarter and must have a closing price at or above $1.00 on the last day of their eligibility period in order to qualify for index inclusion. If an existing stock does not trade on the “rank day” (typically the last trading day in May but a confirmed timetable is announced each spring) but does have a closing price at or above $1.00 on another eligible U.S. exchange, that stock will be eligible for inclusion.
An important criterion used to determine the list of securities eligible for the Index is total market capitalization, which is defined as the market price as of the last trading day in May for those securities being considered at annual reconstitution times the total number of shares outstanding. Where applicable, common stock, non-restricted exchangeable shares and partnership units/membership interests are used to determine market capitalization. Any other form of shares such as preferred stock, convertible preferred stock, redeemable shares, participating preferred stock, warrants and rights, installment receipts or trust receipts, are excluded from the calculation. If multiple share classes of common stock exist, they are combined. In cases where the common stock share classes act independently of each other (e.g., tracking stocks), each class is considered for inclusion separately. If multiple share classes exist, the pricing vehicle will be designated as the share class with the highest two-year trading volume as of the rank day in May.
Companies with a total market capitalization of less than $30 million are not eligible for the Index. Similarly, companies with only 5% or less of their shares available in the marketplace are not eligible for the Index. Royalty trusts, limited liability companies, closed-end investment companies (companies that are required to report Acquired Fund Fees and Expenses, as defined by the SEC, including business development companies), blank check companies, special purpose acquisition companies, and limited partnerships are also ineligible for inclusion. Bulletin board, pink sheets, and over-the-counter (“OTC”) traded securities are not eligible for inclusion. Exchange traded funds and mutual funds are also excluded
.
Annual reconstitution is a process by which the Index is completely rebuilt. Based on closing levels of the company’s common stock on its primary exchange on the rank day of May of each year, FTSE Russell reconstitutes the composition of the Index using the then
existing market capitalizations of eligible companies. Reconstitution of the Index occurs on the last Friday in June or, when the last
|
Accelerated Return Notes
®
|
TS-
9
|
|
Accelerated Return Notes
®
Linked to the
Russell 2000
®
Index, due
August , 2020
|
|
Friday in June is the 29th or 30th, reconstitution occurs on the prior Friday. In addition, FTSE Russell adds initial public offerings to the Index on a quarterly basis based on total market capitalization ranking within the market-adjusted capitalization breaks established during the most recent reconstitution. After membership is determined, a security’s shares are adjusted to include only those shares available to the public. This is often referred to as “free float.” The purpose of the adjustment is to exclude from market calculations the capitalization that is not available for purchase and is not part of the investable opportunity set.
The following graph shows the daily historical performance of the Index in the period from
January 1, 2008 through
June 3, 2019
. We obtained this historical data from Bloomberg L.P. We have not independently verified the accuracy or completeness of the information obtained from Bloomberg L.P. On
June 3, 2019
, the
closing level of the Index was
1,469.983
.
Historical Performance of the Index
This historical data on the Index is not necessarily indicative of the future performance of the Index or what the value of the notes may be. Any historical upward or downward trend in the level of the Index during any period set forth above is not an indication that the level of the Index is more or less likely to increase or decrease at any time over the term of the notes.
Before investing in the notes, you should consult publicly available sources for the levels of the Index.
|
Accelerated Return Notes
®
|
TS-
10
|
|
Accelerated Return Notes
®
Linked to the
Russell 2000
®
Index, due
August , 2020
|
|
License Agreement
“Russell 2000
®
” and “Russell 3000
®
” are trademarks of FTSE Russell and have been licensed for use by our subsidiary, MLPF&S. The notes are not sponsored, endorsed, sold, or promoted by FTSE Russell, and FTSE Russell makes no representation regarding the advisability of investing in the notes.
FTSE Russell and MLPF&S have entered into a non-exclusive license agreement providing for the license to MLPF&S and its affiliates, including us, in exchange for a fee, of the right to use indices owned and published by FTSE Russell in connection with some securities, including the notes. The license agreement provides that the following language must be stated in this term sheet:
“The notes are not sponsored, endorsed, sold, or promoted by FTSE Russell. FTSE Russell makes no representation or warranty, express or implied, to the holders of the notes or any member of the public regarding the advisability of investing in securities generally or in the notes particularly or the ability of the Index to track general stock market performance or a segment of the same. FTSE Russell’s publication of the Index in no way suggests or implies an opinion by FTSE Russell as to the advisability of investment in any or all of the securities upon which the Index is based. FTSE Russell’s only relationship to MLPF&S and to us is the licensing of certain trademarks and trade names of FTSE Russell and of the Index, which is determined, composed, and calculated by FTSE Russell without regard to MLPF&S,
BofAS,
us, or the notes. FTSE Russell is not responsible for and has not reviewed the notes nor any associated literature or publications and FTSE Russell makes no representation or warranty express or implied as to their accuracy or completeness, or otherwise. FTSE Russell reserves the right, at any time and without notice, to alter, amend, terminate, or in any way change the Index. FTSE Russell has no obligation or liability in connection with the administration, marketing, or trading of the notes.
FTSE RUSSELL DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE INDEX OR ANY DATA INCLUDED THEREIN AND FTSE RUSSELL SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. FTSE RUSSELL MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY MLPF&S,
BOFAS,
US, HOLDERS OF THE NOTES, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDEX OR ANY DATA INCLUDED THEREIN. FTSE RUSSELL MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL FTSE RUSSELL HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES
.
|
Accelerated Return Notes
®
|
TS-
11
|
|
Accelerated Return Notes
®
Linked to the
Russell 2000
®
Index, due
August , 2020
|
|
Supplement to the Plan of Distribution; Conflicts of Interest
Under our distribution agreement with
BofAS
,
BofAS
will purchase the notes from us as principal at the public offering price indicated on the cover of this term sheet, less the indicated underwriting discount.
MLPF&S will
purchase the notes from
BofAS
for resale, and will receive a selling concession in connection with the sale of the notes in an
amount up to
the full amount of underwriting discount set forth on the cover of this term sheet.
MLPF&S
and BofAS
,
each
a broker-dealer subsidiary of BAC,
are
member
s
of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and will participate as selling agent
in the case of BofAS and as dealer in the case of MLPF&S
in the distribution of the notes.
Accordingly, offerings of the notes will conform to the requirements of Rule 5121 applicable to FINRA members.
Neither
MLPF&S
nor BofAS
may make sales in this offering to any of its discretionary accounts without the prior written approval of the account holder.
We may deliver the notes against payment therefor in New York, New York on a date that is greater than
two
business days following the pricing date.
Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in
two
business days, unless the parties to any such trade expressly agree otherwise.
Accordingly, if the initial settlement of the notes occurs more than
two
business days from the pricing date, purchasers who wish to trade the notes more than
two
business days prior to the original issue date will be required to specify alternative settlement arrangements to prevent a failed settlement.
The notes will not be listed on any securities exchange.
In the original offering of the notes, the notes will be sold in minimum investment amounts of 100 units.
If you place an order to purchase the notes, you are consenting to MLPF&S
and/or one of its affiliates
acting as a principal in effecting the transaction for your account
.
MLPF&S and BofAS
may repurchase and resell the notes, with repurchases and resales being made at prices related to then-prevailing market prices or at negotiated prices
, and these will
include MLPF&S’s
and BofAS’s
trading commissions and mark-ups
or mark-downs
.
MLPF&S
and BofAS
may act as principal or agent in these market-making transactions; however
,
neither is
obligated to engage in any such transactions.
At their
discretion
,
for a short
,
undetermined
initial period after the issuance of the notes, MLPF&S
and BofAS may offer to buy the notes
in the secondary market
at a price that may exceed
the
initial estimated value
of the notes. Any price offered by MLPF&S or
BofAS
for the notes will be based on then-prevailing market conditions and other considerations, including the performance of the
Index
and the remaining term of the notes.
However, neither we nor any of our
affiliates is obligated to purc
hase your notes at any price, or at any time, and we cannot assure you that we or any of our affiliates will purchase your notes
at a price that
equals or
exceeds the
initial estimated value
of the notes.
The value of the notes shown on your account statement
will be based on
BofAS
’s
estimate of the value of the notes if
BofAS
or another of our affiliates were to make a market in the notes, which it is not obligated t
o do.
That estimate will be based upon the price that
BofAS
may pay
for the notes in light of then-prevailing market conditions
and other considerations, as mentioned above, and will include transaction costs.
At certain times, this price may b
e higher than or lower than the
initial estimated value
of the notes
.
|
●
|
the investor’s spouse (including a domestic partner), siblings, parents, grandparents, spouse’s parents, children and grandchildren, but excluding accounts held by aunts, uncles, cousins, nieces, nephews or any other family relationship not directly above or below the individual investor;
|
|
●
|
a family investment vehicle, including foundations, limited partnerships and personal holding companies, but only if the beneficial owners of the vehicle consist solely of the investor or members of the investor’s household as described above;
and
|
|
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a trust where the grantors and/or beneficiaries of the trust consist solely of the investor or members of the investor’s household as described above; provided that, purchases of the notes by a trust generally cannot be aggregated together with any purchases made by a trustee’s personal account.
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Accelerated Return Notes
®
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TS-
12
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Accelerated Return Notes
®
Linked to the
Russell 2000
®
Index, due
August , 2020
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The notes are our debt securities, the return on which is linked to the performance of the Index. The related guarantees are BAC’s
obligations.
As is the case for all of our
and BAC’s respective
debt securities, including our market-linked notes, the economic terms of the notes reflect our
and BAC’s
actual or perceived creditworthiness at the time of pricing. In addition, because market-linked notes result in increased operational, funding and liability management costs to us
and BAC, BAC
typically borrow
s
the funds under these
types of
notes at a rate that is more favorable to
BAC
than the rate that
it
might pay for a conventional fixed or floating rate debt security.
This
rate, which we refer to in this term sheet as BAC’s internal funding rate, is typically lower than the rate BAC would pay when it issues conventional fixed or floating rate debt securities.
This ge
nerally relatively lower internal funding
rate, which is reflected in the economic terms of the notes, along with the fees and charges associated with market-
linked notes, typically
results in the initial estimated value of the notes on the pricing date being less than their public offering price
.
At maturity, we are required to pay the Redemption Amount to holders of the notes, which will be calculated based on the performance of the Index and the $10 per unit principal amount
.
In order to meet these payment obligations, at the time we issue the notes, we may choose to enter into certain hedging arrangements (which may include call options, put options or other derivatives) with
BofAS
or one of
our other
affiliates. The terms of these hedging arrangements are determined by seeking bids from market participants,
including
BofAS and its affiliates
, and take into account a number of factors, including our
and BAC’s
creditworthiness, interest rate movements, the volatility of the Index, the tenor of the note
s
and the tenor of the hedging arrangements. The economic terms of the notes and their initial estimated value depend in part on the terms of these hedging arrangements.
BofAS
has advised us that the hedging arrangements will include a hedging related charge of approximately $0.075 per unit, reflecting an estimated profit to be credited to
BofAS
from these transactions. Since hedging entails risk and may be influenced by unpredictable market forces, additional profits and losses from these hedging arrangements may be realized by
BofAS
or any third party hedge providers.
For further information, see
“
Risk Factors—General Risks Relating to ARNs
”
beginning on page PS-6 and
“
Use of Proceeds
”
on page PS-16
of product supplement EQUITY INDICES ARN-1.
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Accelerated Return Notes
®
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TS-
13
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Accelerated Return Notes
®
Linked to the
Russell 2000
®
Index, due
August , 2020
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Summary Tax Consequences
You should consider the U.S. federal income tax consequences of an investment in the notes, including the following:
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There is no statutory, judicial, or administrative authority directly addressing the characterization of the notes.
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You agree with us (in the absence of an administrative determination, or judicial ruling to the contrary) to characterize and treat the notes for all tax purposes as a single financial contract with respect to the
Index.
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Under this characterization and tax treatment of the notes, a U.S. Holder (as defined beginning
on page 50 of the prospectus
) generally will recognize capital gain or loss upon maturity or upon a sale or exchange of the notes prior to maturity. This capital gain or loss generally will be long-term capital gain or loss if you held the notes for more than one year.
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No assurance can be given that the
Internal Revenue Service (“IRS”)
or any court will agree with this characterization and tax treatment.
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Under current IRS guidance, withholding on “dividend equivalent” payments (as discussed in the product supplement), if any, will not apply to notes that are issued as of the date of this pricing supplement unless such notes are “delta-one” instruments.
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The discussion in the accompanying prospectus under “U.S. Federal Income Tax Considerations — Foreign Account Tax Compliance Act” is hereby modified to reflect regulations proposed by the U.S. Department of Treasury indicating its intent to eliminate the requirements under FATCA of withholding on gross proceeds from the sale, exchange, settlement at maturity or other disposition of relevant financial instruments. The U.S. Department of Treasury has indicated that taxpayers may rely on these proposed regulations pending their finalization.
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You should consult your own tax advisor concerning the U.S. federal income tax consequences to you of acquiring, owning, and disposing of the notes, as well as any tax consequences arising under the laws of any state, local, foreign, or other tax jurisdiction and the possible effects of changes in
U.S. federal or other tax laws.
You should
review carefully the discussion
under the section entitled
“U.S. Federal Income Tax Summary” beginning on page PS-26 of product supplement EQUITY INDICES ARN-1
.
In addition, any reference to
“Morrison & Foerster LLP” in the aforementioned tax discussions in product supplement EQUITY INDICES ARN-1 should be read as a reference to “Sidley Austin LLP.”
Where You Can Find More Information
We
and BAC
have filed a registration statement (including a product
suppl
ement, a prospectus supplement
,
and a prospectus) with the SEC for the offering to which this term sheet relates. Before you invest, you should read the Note Prospectus, including this term sheet, and the other documents
relating to this offering
that
w
e
and BAC
have filed with the SEC, for more complete information about
us, BAC
and this offering. You may get these documents without cost by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, we, any agent, or any dealer participating in this offering will arrange to send you these documents if you so request by c
alling MLPF&S
or BofAS
toll-free at 1-800-294-1322
.
“
Accelerated Return Notes
®
”
and
“
ARNs
®
”
are
BAC’s
registered service marks.
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Accelerated Return Notes
®
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TS-
14
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