Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
January 21 2022 - 05:08AM
Edgar (US Regulatory)
Filed Pursuant to Rule 433
Registration No. 333-257399
BANK OF AMERICA CORPORATION
PREFERRED STOCK, SERIES RR
$1,750,000,000
1,750,000 Depositary Shares, Each Representing a
1/25th
Interest in a Share of Bank of America Corporation 4.375%
Fixed-Rate Reset Non-Cumulative Preferred Stock, Series
RR
FINAL TERM SHEET
Dated January 20, 2022
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| Issuer: |
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Bank of America Corporation |
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| Security: |
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Depositary Shares, each representing a
1/25th
interest in a share of Bank of America Corporation 4.375%
Fixed-Rate Reset Non-Cumulative Preferred Stock, Series
RR |
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| Expected Ratings: |
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Baa3 (Moody’s) / BBB- (S&P) / BBB+ (Fitch) |
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| Size: |
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$1,750,000,000 ($1,000 per Depositary Share) |
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| Public Offering Price: |
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$1,000 per Depositary Share |
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| Maturity: |
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Perpetual |
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| Trade Date: |
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January 20, 2022 |
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| Settlement Date: |
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January 25, 2022 (T+3) |
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Dividend Rate
(Non-Cumulative):
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From, and including, the Settlement Date to, but
excluding the First Reset Date, a fixed rate of 4.375% per annum;
and from, and including, the First Reset Date, for each Reset
Period, a rate per annum equal to the Five-Year U.S. Treasury Rate
determined as of the most recent Reset Dividend Determination Date
plus the Spread. The Dividend Rate will be reset on each Reset
Date. |
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| Dividend Periods: |
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Each quarterly period from, and including, a
scheduled Dividend Payment Date to, but excluding, the next
scheduled Dividend Payment Date, except that the initial Dividend
Period will begin on and include the Settlement Date. Dividend
Periods will not be adjusted if a Dividend Payment Date is not a
Business Day. |
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| Spread: |
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276 bps |
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| Five-Year U.S. Treasury Rate: |
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For more information on the determination of the
Five-Year U.S. Treasury Rate, including the applicable fallback
provisions, see “Description of the Preferred Stock—Dividends—
Calculation of Dividends and Determination of the Dividend Rate
Applicable For Each Reset Period” in the Issuer’s preliminary
prospectus supplement dated January 20, 2022 (the “Preliminary
Prospectus Supplement”). |
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| Reset Periods: |
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Each period from, and including, a Reset Date to,
but excluding, the next following Reset Date. |
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| First Reset Date: |
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January 27, 2027 |
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| Reset Dates: |
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The First Reset Date and each date falling on the
fifth anniversary of the preceding Reset Date; Reset Dates will not
be adjusted if any scheduled Reset Date is not a Business Day. |
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| Reset Dividend Determination Date: |
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In respect of any Reset Period, the day falling
three Business Days prior to the first day of such Reset
Period. |
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| Dividend Payment Dates: |
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January 27, April 27, July 27 and
October 27 of each year beginning on April 27, 2022, each
subject to following unadjusted business day convention |
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| Day Count: |
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30/360 |
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| Business Days: |
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New York/Charlotte |
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| Optional Redemption: |
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On any Dividend Payment Date on or after the First
Reset Date and earlier upon certain events involving a capital
treatment event as described and subject to limitations in the
Preliminary Prospectus Supplement. |
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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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American Veterans Group, PBC
Blaylock Van, LLC
Multi-Bank Securities, Inc.
Penserra Securities LLC
Samuel A. Ramirez & Company, Inc.
Siebert Williams Shank & Co., LLC
ABN AMRO Securities (USA) LLC
Banco de Sabadell, S.A.
BBVA Securities Inc.
Capital One Securities, Inc.
CIBC World Markets Corp.
Citizens Capital Markets, Inc.
Commonwealth Bank of Australia
Danske Markets Inc.
Huntington Securities, Inc.
ING Financial Markets LLC
Intesa Sanpaolo S.p.A.
KeyBanc Capital Markets Inc.
Lloyds Securities Inc.
Mizuho Securities USA LLC
nabSecurities, LLC
Natixis Securities Americas LLC
PNC Capital Markets LLC
Santander Investment Securities Inc.
Scotia Capital (USA) Inc.
SMBC Nikko Securities America, Inc.
Standard Chartered Bank
SVB Leerink LLC
TD Securities (USA) LLC
Truist Securities, Inc.
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| CUSIP/ISIN for the Depositary Shares: |
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060505GB4 / US060505GB47 |
Bank of America Corporation (the “Issuer”) has filed a registration
statement (including the Preliminary Prospectus Supplement and a
prospectus dated August 4, 2021) 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. 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 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@bofa.com or
dg.prospectus_requests@bofa.com.
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