Subject to Completion
Preliminary Prospectus Supplement dated June 17, 2019
Depositary Shares, Each Representing a 1/25
th
Interest in a Share of
Fixed-to-Floating
Rate
Non-Cumulative
Preferred Stock, Series JJ
Bank of America Corporation is offering depositary shares, each representing a 1/25th interest in a share of our perpetual
Fixed-to-Floating
Rate
Non-Cumulative
Preferred Stock, Series JJ, $0.01 par value, with a liquidation preference of $25,000 per share (equivalent to $1,000 per
depositary share) (the Preferred Stock). Each depositary share entitles the holder, through the depository for the Preferred Stock, to a proportional fractional interest in all rights and preferences of the Preferred Stock represented by
the depositary share.
We may at our option redeem the Preferred Stock at any time on or after June , 2024, in whole or in part, at
a redemption price equal to $25,000 per share (equivalent to $1,000 per depositary share), plus any accrued and unpaid dividends for the then-current dividend period to, but excluding, the redemption date, without accumulation of any undeclared
dividends. We also may redeem the Preferred Stock upon the occurrence of certain events involving capital treatment as described in this prospectus supplement. Redeeming the Preferred Stock will cause the corresponding depositary shares to be
redeemed.
Holders of the Preferred Stock will be entitled to receive, only when, as, and if declared by our board of directors or a duly authorized
committee of our board, and to the extent we have funds legally available for the payment of dividends, cash dividends (1) at a fixed rate equal to % per annum (equivalent to
$ per depositary share per annum), payable semi-annually, for each dividend period from, and including, June , 2019 (the original issue date)
to, but excluding, June , 2024, and (2) at a floating rate initially equal to three-month U.S. dollar LIBOR (as defined in this prospectus supplement), plus a spread of % per annum, payable
quarterly, for each dividend period from, and including, June , 2024.
There is a substantial risk that a Benchmark Transition
Event and related Benchmark Replacement Date (as each term is defined in this prospectus supplement) will occur with respect to three-month U.S. dollar LIBOR after 2021. If a Benchmark Transition Event and related Benchmark Replacement Date occur,
then dividends on the Preferred Stock during the Floating Rate Period (as defined in this prospectus supplement) thereafter will be determined not by reference to three-month U.S. dollar LIBOR but instead by reference to a Benchmark Replacement (as
defined in this prospectus supplement). See Description of the Preferred StockDividendsEffect of Benchmark Transition Event and Risk FactorsAdditional Considerations Relating to LIBOR and a Benchmark Transition
Event and Additional Considerations Relating to the Secured Overnight Financing Rate in this prospectus supplement for more information.
When, as, and if declared by our board of directors or a duly authorized committee of our board, we will make the semi-annual dividend payments, in arrears,
on June and December of each year beginning on December , 2019, and the quarterly dividend payments, in arrears, on March , June
, September , and December of each year beginning on September , 2024. Dividends on the Preferred Stock will not be cumulative.
We do not intend to apply to list the depositary shares or the Preferred Stock on any securities exchange.
Investing in the depositary shares involves risks, including the risks that actions by regulators and the terms of certain of our debt securities may
prevent us from paying dividends on the Preferred Stock under certain circumstances. See
Risk Factors
beginning on
page S-9.
The depositary shares are unsecured and are not savings accounts, deposits, or other obligations of a bank. The depositary shares are not guaranteed by
Bank of America, N.A. or any other bank and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the attached prospectus. Any representation to the
contrary is a criminal offense.
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Per Depositary Share
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Total
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Public offering price(1)
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$
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$
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Underwriting commissions
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$
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$
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Proceeds to Bank of America Corporation (before expenses)(1)
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$
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$
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(1)
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The public offering price set forth above does not include accrued dividends, if any, that may be declared.
Dividends, if declared, will accrue from the date of original issuance, expected to be June , 2019.
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The
underwriters expect to deliver the depositary shares in book-entry only form through the facilities of The Depository Trust Company on or about June , 2019.
Sole Book-Runner
BofA
Merrill Lynch
Prospectus Supplement to Prospectus dated June 29, 2018
June , 2019