This pricing supplement, which is not complete and may be changed,
relates to an effective Registration Statement under the Securities
Act of 1933. This pricing supplement and the accompanying
prospectus supplement and prospectus are not an offer to sell these
notes in any country or jurisdiction where such an offer would not
be permitted.
Preliminary Pricing
Supplement - Subject to Completion
(To Prospectus dated August 4, 2021
and Series N MTN Prospectus Supplement dated August 4, 2021)
November 17, 2022 |
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-257399
|

$____________
Step Up Callable Notes, due November 30, 2032
● |
The
notes are senior unsecured debt securities issued by Bank of
America Corporation (“BAC”). All payments and the return of the
principal amount on the notes are subject to our credit
risk. |
● |
The
notes will price on November 28, 2022. The notes will mature on
November 30, 2032. At maturity, if the notes have not been
previously redeemed, you will receive a cash payment equal to 100%
of the principal amount of the notes, plus any accrued and unpaid
interest. |
● |
Interest will be paid on May 30 and November 30 of
each year, commencing on May 30, 2023, with the final interest
payment date occurring on the maturity date. |
● |
The notes will accrue interest at
the following rates per annum during the indicated periods of their
term: |
|
o |
November 30, 2022 to but excluding November 30,
2024: |
5.60%; |
|
o |
November 30, 2024 to but excluding
November 30, 2027: |
6.00%; |
|
o |
November 30, 2027 to but excluding
November 30, 2030: |
6.50%; and |
|
o |
November 30, 2030 to but excluding
November 30, 2032: |
7.00%; |
● |
We
have the right to redeem all, but not less than all, of the notes
on May 30, 2024, and on each subsequent Call Date (as defined on
page PS-2). The redemption price will be 100% of the principal
amount of the notes, plus any accrued and unpaid
interest. |
● |
The notes are issued in minimum
denominations of $1,000 and whole multiples of $1,000 in excess of
$1,000. |
● |
The notes will not be listed on
any securities exchange. |
● |
The CUSIP number for the notes is
06048W2K5. |
Potential purchasers of the notes should consider the
information in “Risk Factors” beginning on page PS-4 of this
pricing supplement, page S-9 of the attached prospectus supplement,
and page 8 of the attached prospectus.
The notes:
Are Not FDIC
Insured |
Are Not Bank
Guaranteed |
May Lose Value |
|
Per Note |
|
|
Total |
Public Offering Price (1) |
100.00% |
|
$ |
|
Underwriting Discount
(1)(2) |
1.75% |
|
$ |
|
Proceeds (before expenses) to BAC |
98.25% |
|
$ |
|
(1) Certain dealers who purchase the notes for sale to
certain fee-based advisory accounts may forgo some or all of their
selling concessions, fees or commissions. The price to public for
investors purchasing the notes in these accounts may be as low as
$982.50 (98.25%) per $1,000 in principal amount of the notes. See
“Supplemental Plan of Distribution—Conflicts of Interest” in this
pricing supplement.
(2) We or one of our affiliates may pay varying selling
concessions of up to 1.75% in connection with the distribution of
the notes to other registered broker-dealers.
The notes are unsecured and are not savings accounts, deposits,
or other obligations of a bank. The notes are not guaranteed by
Bank of America, N.A. or any other bank, are not insured by the
Federal Deposit Insurance Corporation or any other governmental
agency, and involve investment risks.
None
of the Securities and Exchange Commission, any state securities
commission, or any other regulatory body has approved or
disapproved of these notes or passed upon the adequacy or accuracy
of this pricing supplement, the accompanying prospectus supplement,
or the accompanying prospectus. Any representation to the contrary
is a criminal offense.
We will deliver the notes in book-entry form only through The
Depository Trust Company on or about November 30, 2022 against
payment in immediately available funds.
Series N MTN prospectus supplement dated August 4, 2021 and
prospectus dated August 4, 2021
BofA Securities
SUMMARY OF TERMS
This pricing supplement supplements the terms and conditions in
the prospectus, dated August 4, 2021 as supplemented by the Series
N MTN prospectus supplement, dated August 4, 2021 (as so
supplemented, together with all documents incorporated by
reference, the “prospectus”), and should be read with the
prospectus.
|
• |
Title
of the Series: |
Step
Up Callable Notes, due November 30, 2032 |
|
|
|
|
|
• |
Aggregate Principal Amount
Initially Being Issued:
|
$ |
|
|
|
|
|
• |
Issue
Date: |
November
30, 2022 |
|
|
|
|
|
• |
CUSIP
No.: |
06048W2K5 |
|
|
|
|
|
• |
Maturity
Date: |
November
30, 2032 |
|
|
|
|
|
• |
Minimum
Denominations: |
$1,000
and multiples of $1,000 in excess of $1,000 |
|
|
|
|
|
• |
Ranking: |
Senior,
unsecured |
|
|
|
|
|
• |
Day
Count Fraction: |
30/360 |
|
|
|
|
|
• |
Interest
Periods: |
Semi-annually.
Each interest period (other than the first interest period, which
will begin on the issue date) will begin on, and will include, an
interest payment date, and will extend to, but will exclude, the
next succeeding interest payment date (or the maturity date, as
applicable). |
|
|
|
|
|
• |
Interest
Payment Dates: |
May
30 and November 30 of each year, beginning on May 30, 2023, with
the final interest payment date occurring on the maturity
date. |
|
|
|
|
|
• |
Interest
Rates: |
The
notes will accrue interest during the following periods at the
following rates per annum: |
|
Dates: |
Annual
Rate: |
|
November 30, 2022 to but excluding
November 30, 2024
|
5.60% |
|
November 30, 2024 to but excluding
November 30, 2027
|
6.00% |
|
November 30, 2027 to but excluding
November 30, 2030
|
6.50% |
|
November 30, 2030 to but excluding
November 30, 2032
|
7.00% |
|
• |
Call
Dates: |
May
30 and November 30 of each year, beginning on May 30, 2024, with
the final Call Date occurring on May 30, 2032. |
|
|
|
|
|
• |
Optional
Early Redemption: |
We
have the right to redeem all, but not less than all, of the notes
on May 30, 2024, and on each subsequent Call Date. The redemption
price will be 100% of the principal |
|
|
|
amount
of the notes, plus any accrued and unpaid interest. In order to
call the notes, we will give notice at least five business days but
not more than 60 calendar days before the specified Call
Date. |
|
|
|
|
|
• |
Business
Days: |
If
any interest payment date, any Call Date, or the maturity date
occurs on a day that is not a business day in New York, New York,
then the payment will be postponed until the next business day in
New York, New York. No additional interest will accrue on the notes
as a result of such postponement, and no adjustment will be made to
the length of the relevant interest period. |
|
|
|
|
|
• |
Repayment
at Option
of
Holder:
|
None |
|
|
|
|
|
• |
Record
Dates for
Interest
Payments:
|
For
book-entry only notes, one business day in New York, New York prior
to the payment date. If notes are not held in book-entry only form,
the record dates will be the fifteenth calendar day preceding such
interest payment date, whether or not such record date is a
business day. |
|
|
|
|
|
• |
Events
of Default and
Rights
of Acceleration:
|
If an
event of default (as defined in the 2018 Senior Indenture) occurs
and is continuing, holders of the notes may accelerate the maturity
of the notes, as described under “Description of Debt
Securities—Events of Default and Rights of Acceleration; Covenant
Breaches” in the prospectus. Upon an event of default, you will be
entitled to receive only your principal amount, and accrued and
unpaid interest, if any, through the acceleration date. In case of
an event of default, the notes will not bear a default interest
rate. If a bankruptcy proceeding is commenced in respect of us,
your claim may be limited, under the U.S. Bankruptcy Code, to the
original public offering price of the notes. |
|
|
|
|
|
• |
Calculation
Agent: |
Merrill
Lynch Capital Services, Inc. |
|
|
|
|
|
•
|
Fees
and Charges: |
The
public offering price of the notes includes the underwriting
discount of 1.75% as listed on the cover page and may include an
additional hedging-related charge of up to $15.00 per $1,000 in
principal amount of the notes that is more fully described on page
PS-7. |
|
|
|
|
|
• |
Listing: |
None |
Certain terms used and not defined in this document have the
meanings ascribed to them in the prospectus supplement and
prospectus. Unless otherwise indicated or unless the context
requires otherwise, all references in this pricing supplement to
“we,” “us,” “our,” or similar references are to BAC.
RISK FACTORS
Your investment in the notes entails significant risks, many of
which differ from those of a conventional security. Your decision
to purchase the notes should be made only after carefully
considering the risks of an investment in the notes, including
those discussed below, with your advisors in light of your
particular circumstances. The notes are not an appropriate
investment for you if you are not knowledgeable about significant
elements of the notes or financial matters in general.
Structure-related Risks
The notes are subject to our early redemption. We may redeem
all, but not less than all, of the notes on any Call Date on or
after May 30, 2024. If you intend to purchase the notes, you must
be willing to have your notes redeemed as early as that date. We
are generally more likely to elect to redeem the notes during
periods when the remaining interest to be accrued on the notes is
to accrue at a rate that is greater than that which we would pay on
our other interest bearing debt securities having a maturity
comparable to the remaining term of the notes. No further payments
will be made on the notes after they have been redeemed.
If we redeem the notes prior to the maturity date, you may not be
able to reinvest your proceeds from the redemption in an investment
with a return that is as high as the return on the notes would have
been if they had not been redeemed, or that has a similar level of
risk.
Step-up notes present different investment considerations than
fixed-rate notes. The rate of interest paid by us on the notes
will increase upward from the initial stated rate of interest on
the notes. The notes are callable by us, in whole but not in part,
prior to maturity and, therefore, contain the redemption risk
described above. If we do not call the notes, the interest rate
will step up as described on the cover of this pricing supplement.
Unless general interest rates rise significantly, you should not
expect to earn the highest scheduled interest rate set forth on the
cover of this pricing supplement because the notes are likely to be
called prior to maturity if interest rates remain the same or fall
during their term. When determining whether to invest in a step-up
fixed rate note, you should not focus on the highest stated
interest rate, which usually is the final step-up rate of interest.
You should instead consider, among other things, the overall annual
percentage rate of interest to maturity or the various potential
redemption dates as compared to other investment alternatives.
An investment in the notes may be more risky than an investment
in notes with a shorter term. The notes have a term of 10
years, subject to our right to call the notes as set forth in this
pricing supplement. By purchasing notes with a relatively longer
term, you are more exposed to fluctuations in interest rates than
if you purchased a note with a shorter term. In particular, you may
be negatively affected if interest rates begin to rise, because the
likelihood that we will redeem your notes will decrease and the
interest rate on the notes may be less than the amount of interest
you could earn on other investments with a similar level of risk
available at that time. In addition, if you tried to sell your
notes at such time, their value in any secondary market transaction
would also be adversely affected.
Payments on the notes are subject to our credit risk, and actual
or perceived changes in our creditworthiness are expected to affect
the value of the notes. The notes are our senior unsecured debt
securities. As a result, your receipt of all payments of interest
and principal on the notes is dependent upon our ability to repay
our obligations on the applicable payment date. No assurance can be
given as to what our financial condition will be at any time during
the term of the notes or on the maturity date. If we become unable
to meet our financial obligations as they become due, you may not
receive the amounts payable under the terms of the notes.
Our credit ratings are an assessment by ratings agencies of our
ability to pay our obligations. Consequently, our perceived
creditworthiness and actual or anticipated decreases in our credit
ratings or increases in our credit spreads prior to the maturity
date of the notes may adversely affect the market value of the
notes. However, because your return on the notes depends upon
factors in addition to our ability to pay our obligations, such as
the difference between the interest rates accruing on the notes and
current market interest rates, an improvement in our credit ratings
will not reduce the other investment risks related to the
notes.
Valuation- and Market-related Risks
We have included in the terms of the notes the costs of
developing, hedging, and distributing them, and the price, if any,
at which you may sell the notes in any secondary market transaction
will likely be lower than the public offering price due to, among
other things, the inclusion of these costs. In determining the
economic terms of the notes, and consequently the potential return
on the notes to you, a number of factors are taken into account.
Among these factors are certain costs associated with developing,
hedging, and offering the notes.
Assuming there is no change in market conditions or any other
relevant factors, the price, if any, at which the selling agent or
another purchaser might be willing to purchase the notes in a
secondary market transaction is expected to be lower than the price
that you paid for them. This is due to, among other things, the
inclusion of these costs, and the costs of unwinding any related
hedging. In addition to the underwriting discount, the public
offering price is expected to include a hedging-related charge,
which reflects an estimated profit earned by one of our affiliates
from the hedging-related transactions associated with the notes.
See “Supplemental Plan of Distribution—Conflicts of Interest” for
more information. The terms of these hedging arrangements are
determined by seeking bids from market participants, including BofA
Securities, Inc. ("BofAS") and its affiliates. All of these charges
related to the notes reduce the economic terms of the notes.
The quoted price of any of our affiliates for the notes could be
higher or lower than the price that you paid for them.
We cannot assure you that a trading market for the notes will
ever develop or be maintained. We will not list the notes on
any securities exchange. We cannot predict how the notes will trade
in any secondary market, or whether that market will be liquid or
illiquid.
The development of a trading market for the notes will depend on
our financial performance and other factors. The number of
potential buyers of the notes in any secondary market may be
limited. We anticipate that our affiliate, BofAS, will act as a
market- maker for the notes, but neither BofAS nor any of our other
affiliates is required to do so. BofAS may discontinue its
market-making activities as to the notes at any time. To the extent
that BofAS engages in any market-making activities, it may bid for
or offer the notes. Any price at which BofAS may bid for, offer,
purchase, or sell any notes may differ from the values determined
by pricing models that it may use, whether as a result of dealer
discounts, mark-ups, or other transaction costs. These bids,
offers, or completed transactions may affect the prices, if any, at
which the notes might otherwise trade in the market.
In addition, if at any time BofAS were to cease acting as a
market-maker for the notes, it is likely that there would be
significantly less liquidity in the secondary market and there may
be no secondary market at all for the notes. In such a case, the
price at which the notes could be sold likely would be lower than
if an active market existed and you should be prepared to hold the
notes until maturity.
Many economic and other factors will impact the market value of
the notes. The market for, and the market value of, the notes
may be affected by a number of factors that may either offset or
magnify each other, including:
|
• |
the time remaining to maturity of
the notes; |
|
• |
the aggregate amount outstanding
of the notes; |
|
• |
our right to redeem the notes on
the dates set forth above; |
|
• |
the
level, direction, and volatility of market interest rates generally
(in particular, increases in U.S. interest rates, which may cause
the market value of the notes to decrease); |
|
• |
general economic conditions of
the capital markets in the United States; |
|
• |
geopolitical conditions and other financial,
political, regulatory, and judicial events that affect the capital
markets generally; |
|
• |
our financial condition and
creditworthiness; and |
|
• |
any market-making activities with
respect to the notes. |
Conflict-related Risks
Our trading and hedging activities may create conflicts of
interest with you. We or one or more of our affiliates,
including BofAS, may engage in trading activities related to the
notes that are not for your account or on your behalf. We expect to
enter into arrangements to hedge the market risks associated with
our obligation to pay the amounts due under the notes. We may seek
competitive terms in entering into the hedging arrangements for the
notes, but are not required to do so, and we may enter into such
hedging arrangements with one of our subsidiaries or affiliates.
This hedging activity is expected to result in a profit to those
engaging in the hedging activity, which could be more or less than
initially expected, but which could also result in a loss for the
hedging counterparty. Any profit in connection with such hedging
activities will be in addition to any other compensation that we
and our affiliates, including BofAS, receive for the sale of the
notes, which creates an additional incentive to sell the notes to
you. These trading and hedging activities may present a conflict of
interest between your interest in the notes and the interests we
and our affiliates may have in our proprietary accounts, in
facilitating transactions for our other customers, and in accounts
under our management.
U.S. FEDERAL INCOME TAX SUMMARY
The following summary of the material U.S. federal income tax
considerations of the acquisition, ownership, and disposition of
the notes is based upon the advice of Sidley Austin LLP, our tax
counsel. The following discussion is not exhaustive of all possible
tax considerations. This summary is based upon the Internal Revenue
Code of 1986, as amended (the “Code”), regulations promulgated
under the Code by the U.S. Treasury Department (“Treasury”)
(including proposed and temporary regulations), rulings, current
administrative interpretations and official pronouncements of the
Internal Revenue Service (the “IRS”), and judicial decisions, all
as currently in effect and all of which are subject to differing
interpretations or to change, possibly with retroactive effect. No
assurance can be given that the IRS would not assert, or that a
court would not sustain, a position contrary to any of the tax
consequences described below.
The following discussion supplements, is subject to the same
qualifications and limitations as, and should be read in
conjunction with the discussion in the prospectus supplement under
the caption “U.S. Federal Income Tax Considerations,” and in the
prospectus under the caption “U.S. Federal Income Tax
Considerations.” To the extent inconsistent, the following
discussion supersedes the discussion in the prospectus supplement
and the prospectus.
This discussion only applies to U.S. Holders (as defined in the
accompanying prospectus) that are not excluded from the discussion
of U.S. federal income taxation in the accompanying prospectus. In
particular, this summary is directed solely to U.S. Holders that
will purchase the notes upon original issuance and will hold the
notes as capital assets within the meaning of Section 1221 of the
Code, which generally means as property held for investment. This
discussion does not address the tax consequences applicable to
holders subject to Section 451(b) of the Code. This summary assumes
that the issue price of the notes, as determined for U.S. federal
income tax purposes, equals the principal amount thereof.
The notes will be treated as debt instruments for U.S. federal
income tax purposes. The notes provide for an initial fixed rate of
interest that increases in subsequent periods. In addition, the
notes provide us with the right to redeem the notes on May 30, 2024
and on each subsequent Call Date at a redemption price equal to
100% of the principal amount of the notes, plus any accrued and
unpaid interest. Solely for purposes of computing the yield and
maturity of a debt instrument, applicable Treasury regulations
generally deem an issuer to exercise a call option in a manner that
minimizes the yield on the debt instrument. This assumption is made
solely for U.S. federal income tax purposes of determining whether
the notes are issued with original issue discount (“OID”) and is
not an indication of our intention to call or not to call the notes
at any time. The yield on the notes would be minimized if we call
the notes on November 30, 2024. Accordingly, solely for purposes of
determining the yield and maturity of the notes we are deemed to
exercise our right to redeem the notes on such date and the notes
should be treated as maturing on that date. Therefore, the notes
should not be treated as having been issued with OID. If we do not
call the notes on such date, solely for purposes of determining the
yield and maturity of the notes, the notes should be deemed to be
retired and reissued for an amount equal to their adjusted issue
price on that date. This deemed retirement and reissuance should
not result in any taxable gain or loss to you. Solely for purposes
of determining yield and maturity, the deemed reissued notes should
be subject to the rules discussed above. By application of those
rules, the deemed reissued notes should be treated as fixed rate
debt instruments not bearing OID. The same analysis would apply to
the November 30, 2027 and November 30, 2030 interest rate step up
date. For a discussion of the U.S. federal income tax consequences
to a U.S. Holder of owning short-term debt securities, please
review the section entitled “U.S. Federal Income Tax
Considerations—Consequences to U.S. Holders—Taxation of Debt
Securities—Short-Term Debt Securities” in the accompanying
prospectus.
You should consult the discussion under “U.S. Federal Income Tax
Considerations—Taxation of Debt Securities— Consequences to U.S.
Holders” as it relates to fixed rate debt instruments not bearing
OID in the accompanying prospectus for a description of the
consequences to you of the ownership and disposition of the
notes.
Upon the sale, exchange, redemption, retirement, or other
disposition of a note, a U.S. Holder will recognize gain or loss
equal to the difference between the amount realized upon the sale,
exchange, redemption, retirement, or other disposition (less an
amount equal to any accrued interest not previously included in
income if the note is disposed of between interest payment dates,
which will be included in income as interest income for U.S.
federal income tax purposes) and the U.S. Holder’s adjusted tax
basis in the note. A U.S. Holder’s adjusted tax basis in a note
generally will be the cost of the note to such U.S. Holder,
increased by any OID, market discount, de minimis OID, or de
minimis market discount previously included in income with respect
to the note, and decreased by the amount of any premium previously
amortized to reduce interest on the note and the amount of any
payment (other than a payment of qualified stated interest)
received in respect of the note.
Except as discussed in the prospectus with respect to market
discount, gain or loss realized on the sale, exchange, redemption,
retirement, or other disposition of a note generally will be
capital gain or loss and will be long-term capital gain or loss if
the note has been held for more than one year. The ability of U.S.
Holders to deduct capital losses is subject to limitations under
the Code.
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.
SUPPLEMENTAL PLAN OF DISTRIBUTION—CONFLICTS OF INTEREST
Our broker-dealer subsidiary, BofAS, will act as our selling agent
in connection with the offering of the notes. The selling agent is
a party to the distribution agreement described in “Supplemental
Plan of Distribution (Conflicts of Interest)” beginning on page
S-102 of the accompanying prospectus supplement.
The selling agent will receive the compensation set forth on the
cover page of this pricing supplement as to the notes sold through
its efforts. The selling agent is a member of the Financial
Industry Regulatory Authority, Inc. (“FINRA”). Accordingly, the
offering of the notes will conform to the requirements of FINRA
Rule 5121. We or one of our affiliates may pay varying selling
concessions of up to 1.75% in connection with the distribution of
the notes to other registered broker-dealers. Certain dealers who
purchase the notes for sale to certain fee-based advisory accounts
may forgo some or all of their selling concessions, fees, or
commissions. The price to public for investors purchasing the notes
in these accounts may be as low as $982.50 per $1,000 in principal
amount of the notes.
In order to meet our payment obligations under the notes, 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 its 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
creditworthiness, interest rate movements, the tenor of the notes
and the tenor of the hedging arrangements. The economic terms of
the notes depend in part on the terms of these hedging
arrangements.
BofAS has advised us that the hedging arrangements may include a
hedging-related charge of up to $15.00 per $1,000 in principal
amount of the notes, reflecting an estimated profit to be credited
to BofAS or one of its affiliates 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 one of its affiliates or
any third party hedge providers.
All charges related to the notes, including the underwriting
discount and the hedging-related costs and charges, reduce the
economic terms of the notes. For further information regarding
these charges, our trading and hedging activities and conflicts of
interest, see the section above, “Risk Factors—We have included in
the terms of the notes the costs of developing, hedging, and
distributing them, and the price, if any, at which you may sell the
notes in any secondary market transaction will likely be lower than
the public offering price due to, among other things, the inclusion
of these costs” and “Risk Factors—Our trading and hedging
activities may create conflicts of interest with you.”
The selling agent is not acting as your fiduciary or advisor solely
as a result of the offering of the notes, and you should not rely
upon any communication from the selling agent in connection with
the notes as investment advice or a recommendation to purchase the
notes. You should make your own investment decision regarding the
notes after consulting with your legal, tax, and other
advisors.
Under the terms of our distribution agreement with BofAS, BofAS
will purchase the notes from us on the issue date as principal at
the purchase price indicated on the cover of this pricing
supplement, less the indicated underwriting discount.
BofAS may sell the notes to other broker-dealers, including our
affiliate, Merrill Lynch, Pierce, Fenner & Smith Incorporated
(“MLPF&S”), that will participate in the offering, at an agreed
discount to the principal amount. Each of those broker-dealers may
sell the notes to one or more additional broker-dealers. BofAS has
informed us that these discounts may vary from dealer to dealer and
that not all dealers will purchase or repurchase the notes at the
same discount.
BofAS and any of our other broker-dealer affiliates, including
MLPF&S, may use this pricing supplement, and the accompanying
prospectus supplement and prospectus for offers and sales in
secondary market transactions and market-making transactions in the
notes. Our affiliates may act as principal or agent in these
transactions, and any such sales will be made at prices related to
prevailing market prices at the time of the sale. However, none of
BAC, BofAS or any of our broker-dealer affiliates are obligated to
engage in any secondary market transactions and/or market-making
transactions or otherwise purchase the notes from the holders in
such transactions.
Sales Outside of the United States
The notes have not been approved for public sale in any
jurisdiction outside of the United States. There has been no
registration or filing as to the notes with any regulatory,
securities, banking, or local authority outside of the United
States and no action has been taken by BAC or any affiliate of BAC
to offer the notes in any jurisdiction other than the United
States. As such, these notes are made available to investors
outside of the United States only in jurisdictions where it is
lawful to make such offer or sale and only under circumstances that
will result in compliance with applicable laws and regulations,
including private placement requirements.
Further, no offer or sale of the notes is being made to residents
of:
You are urged to carefully review the Selling Restrictions that may
be applicable to your jurisdiction beginning on page S-105 of the
accompanying prospectus supplement.
European Economic Area and United Kingdom
None of this pricing supplement, the accompanying prospectus or the
accompanying prospectus supplement is a prospectus for the purposes
of the Prospectus Regulation (as defined below). This pricing
supplement, the accompanying prospectus and the accompanying
prospectus supplement have been prepared on the basis that any
offer of notes in any Member State of the European Economic Area
(the “EEA”) or in the United Kingdom (each, a “Relevant State”)
will only be made to a legal entity which is a qualified investor
under the Prospectus Regulation (“Qualified Investors”).
Accordingly any person making or intending to make an offer in that
Relevant State of notes which are the subject of the offering
contemplated in this pricing supplement, the accompanying
prospectus and the accompanying prospectus supplement may only do
so with respect to Qualified Investors. BAC has not authorized, nor
does it authorize, the making of any offer of notes other than to
Qualified Investors. The expression “Prospectus Regulation” means
Regulation (EU) 2017/1129.
Prohibition Of Sales To EEA And United Kingdom Retail
Investors – The notes are not intended to be offered, sold or
otherwise made available to and should not be offered, sold or
otherwise made available to any retail investor in the EEA or in
the United Kingdom. For these purposes: (a) a retail investor means
a person who is one (or more) of: (i) a retail client as defined in
point (11) of Article 4(1) of Directive 2014/65/EU, as amended
(“MiFID II”); or (ii) a customer within the meaning of Directive
(EU) 2016/97 (the Insurance Distribution Directive), where that
customer would not qualify as a professional client as defined in
point (10) of Article 4(1) of MiFID II; or (iii) not a qualified
investor as defined in the Prospectus Regulation; and (b) the
expression “offer” includes the communication in any form and by
any means of sufficient information on the terms of the offer and
the notes to be offered so as to enable an investor to decide to
purchase or subscribe for the notes. Consequently no key
information document required by Regulation (EU) No 1286/2014, as
amended (the “PRIIPs Regulation”) for offering or selling the notes
or otherwise making them available to retail investors in the EEA
or in the United Kingdom has been prepared and therefore offering
or selling the notes or otherwise making them available to any
retail investor in the EEA or in the United Kingdom may be unlawful
under the PRIIPs Regulation.
United Kingdom
The communication of this pricing supplement, the accompanying
prospectus supplement, the accompanying prospectus and any other
document or materials relating to the issue of the notes offered
hereby is not being made, and such documents and/or materials have
not been approved, by an authorized person for the purposes of
section 21 of the United Kingdom’s Financial Services and Markets
Act 2000, as amended (the “FSMA”). Accordingly, such documents
and/or materials are not being distributed to, and must not be
passed on to, the general public in the United Kingdom. The
communication of such documents and/or materials as a financial
promotion is only being made to those persons in the United Kingdom
who have professional experience in matters relating to investments
and who fall within the definition of investment professionals (as
defined in Article 19(5) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005, as amended (the “Financial
Promotion Order”)), or who fall within Article 49(2)(a) to (d) of
the Financial Promotion Order, or who are any other persons to whom
it may otherwise lawfully be made under the Financial Promotion
Order (all such persons together being referred to as “relevant
persons”). In the United Kingdom, the notes offered hereby are only
available to, and any investment or investment activity to which
this pricing supplement, the accompanying prospectus supplement and
the accompanying prospectus relates will be engaged in only with,
relevant persons. Any person in the United Kingdom that is not a
relevant person should not act or rely on this pricing supplement,
the accompanying prospectus supplement or the accompanying
prospectus or any of their contents.
Any invitation or inducement to engage in investment activity
(within the meaning of Section 21 of the FSMA) in connection with
the issue or sale of the notes may only be communicated or caused
to be communicated in circumstances in which Section 21(1) of the
FSMA does not apply to BAC.
All applicable provisions of the FSMA must be complied with in
respect to anything done by any person in relation to the notes in,
from or otherwise involving the United Kingdom.
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