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
product supplement, 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.
Linked to the Least Performing
of the Common Stock of Chewy Inc. and the Common Stock of Five Below, Inc.
None of
the Securities and Exchange Commission (the “SEC”), any state securities commission, or any other regulatory body has
approved or disapproved of these securities or determined if this Note Prospectus (as defined on page PS-20 below) is truthful
or complete. Any representation to the contrary is a criminal offense.
Observation Dates
and Contingent Payment Dates
Observation Dates*
|
Contingent Payment Dates**
|
October 30, 2019
|
November 4, 2019
|
January 30, 2020
|
February 4, 2020
|
April 30, 2020
|
May 5, 2020
|
July 30, 2020
|
August 4, 2020
|
October 30, 2020
|
November 4, 2020
|
February 1, 2021
|
February 4, 2021
|
April 30, 2021
|
May 5, 2021
|
July 30, 2021
|
August 4, 2021
|
November 1, 2021
|
November 4, 2021
|
January 31, 2022
|
February 3, 2022
|
May 2, 2022
|
May 5 2022
|
August 1, 2022 ( the “Valuation Date”)
|
August 4, 2022 ( the “Maturity Date”)
|
* The
Observation Dates are subject to postponement as set forth in “Description of the Notes—Certain Terms of the Notes—Events
Relating to Observation Dates” on page PS-19 of the accompanying product supplement. If an Observation Date is not a business
day, such Observation Date will be postponed to the next business day.
** Postponement
of a quarterly Observation Date will not cause the postponement of the Contingent Payment Date relating to such Observation Date.
Any
payments on the Notes depend on the credit risk of BofA Finance, as issuer, and BAC, as guarantor, and on the performance of the
Underlying Stocks. The economic terms of the Notes 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
affiliates enter into. BAC’s internal funding rate is typically lower than the rate it would pay when it issues conventional
fixed or floating rate debt securities. This difference in funding rate, as well as the underwriting discount and the hedging related
charges described below
(see “Risk Factors” beginning on page PS-8)
,
will reduce the economic terms of the Notes to you and the initial estimated value of the Notes. 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 as of the pricing date.
The initial
estimated value range of the Notes as of the date of this pricing supplement is set forth on the cover page of this pricing supplement.
The final pricing supplement will set forth the initial estimated value of the Notes as of the pricing date. For more information
about the initial estimated value and the structuring of the Notes, see “Risk Factors” beginning on page PS-8 and “Structuring
the Notes” on page PS-15.
|
CONTINGENT INCOME AUTO-CALLABLE YIELD NOTES | PS-
4
|
Contingent Income Auto-Callable Yield Notes Linked to the Least Performing of the Common Stock of Chewy Inc. and the Common Stock of Five Below, Inc.
Contingent Coupon Payment and Redemption
Amount Determination
On each Contingent Payment
Date, you may receive a Contingent Coupon Payment determined as follows:
Assuming the Notes have not been
automatically called, on the Maturity Date, you will receive a cash payment per Note determined as follows:
|
CONTINGENT INCOME AUTO-CALLABLE YIELD NOTES | PS-
5
|
Contingent Income Auto-Callable Yield Notes Linked to the Least Performing of the Common Stock of Chewy Inc. and the Common Stock of Five Below, Inc.
Total Contingent Coupon Payment Examples
The
table below illustrates the hypothetical total Contingent Coupon Payments per $1,000 in principal amount over the term of the Notes,
based on the Contingent Coupon Payment of $47.50 per Note, depending on how many Contingent Coupon Payments are payable prior to
an Automatic Call or maturity. Depending on the performance of the Underlying Stocks, you may not receive any Contingent Coupon
Payments during the term of the Notes.
Number of Contingent Coupon Payment
s
|
Total Contingent Coupon Payment
s
|
0
|
$0.00
|
1
|
$47.50
|
2
|
$95.00
|
3
|
$142.50
|
4
|
$190.00
|
5
|
$237.50
|
6
|
$285.00
|
7
|
$332.50
|
8
|
$380.00
|
9
|
$427.50
|
10
|
$475.00
|
11
|
$522.50
|
12
|
$570.00
|
|
CONTINGENT INCOME AUTO-CALLABLE YIELD NOTES | PS-
6
|
Contingent Income Auto-Callable Yield Notes Linked to the Least Performing of the Common Stock of Chewy Inc. and the Common Stock of Five Below, Inc.
Hypothetical Payout Profile and Examples
of Payments at Maturity
Contingent Income Auto-Callable
Yield Notes Table
The following
table is for purposes of illustration only. It assumes the Notes have not been automatically called prior to maturity and is based
on
hypothetical
values and shows hypothetical returns on the Notes. The table illustrates the calculation of the Redemption
Amount and total return based on a hypothetical Starting Value of 100, a hypothetical Coupon Barrier of 60 for the Least Performing
Underlying Stock, a hypothetical Threshold Value of 60 for the Least Performing Underlying Stock, the Contingent Coupon Payment
of $47.50 per Note and a range of hypothetical Ending Values of the Least Performing Underlying Stock.
The actual amount you
receive and the resulting total return will depend on the actual Starting Values, Coupon Barriers, Threshold Values, Observation
Values and Ending Values of the Underlying Stocks, whether the Notes are automatically called prior to maturity, 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 prices of the Underlying Stocks, see “The Underlying Stocks” section below. The Ending Value of each Underlying
Stock will not include any income generated by dividends paid on that Underlying Stock, which you would otherwise be entitled to
receive if you invested in those Underlying Stocks directly. In addition, all payments on the Notes are subject to issuer and guarantor
credit risk.
Ending Value of the
Least Performing Underlying Stock
|
Underlying Stock Return of the
Least Performing Underlying Stock
|
Redemption
Amount per Note
|
Return
on the Notes
(1)
|
160.00
|
60.00%
|
$1,047.50
(2)
|
4.75%
|
150.00
|
50.00%
|
$1,047.50
|
4.75%
|
140.00
|
40.00%
|
$1,047.50
|
4.75%
|
130.00
|
30.00%
|
$1,047.50
|
4.75%
|
120.00
|
20.00%
|
$1,047.50
|
4.75%
|
110.00
|
10.00%
|
$1,047.50
|
4.75%
|
105.00
|
5.00%
|
$1,047.50
|
4.75%
|
102.00
|
2.00%
|
$1,047.50
|
4.75%
|
100.00
(3)
|
0.00%
|
$1,047.50
|
4.75%
|
90.00
|
-10.00%
|
$1,047.50
|
4.75%
|
80.00
|
-20.00%
|
$1,047.50
|
4.75%
|
70.00
|
-30.00%
|
$1,047.50
|
4.75%
|
60.00
(4)
|
-40.00%
|
$1,047.50
|
4.75%
|
59.99
|
-40.01%
|
$599.90
|
-40.01%
|
50.00
|
-50.00%
|
$500.00
|
-50.00%
|
0.00
|
-100.00%
|
$0.00
|
-100.00%
|
|
(1)
|
The “Return on the
Notes” is calculated based on the Redemption Amount and potential final Contingent Coupon Payment, not including any Contingent
Coupon Payments paid prior to maturity.
|
|
(2)
|
This amount represents
the sum of the principal amount and the final Contingent Coupon Payment.
|
|
(3)
|
The hypothetical Starting
Value of 100 used in the table above has been chosen for illustrative purposes only and does not represent a likely Starting Value
for any Underlying Stock.
|
|
(4)
|
This is the
hypothetical
Coupon Barrier and
Threshold Value of the Least Performing Underlying Stock.
|
|
CONTINGENT INCOME AUTO-CALLABLE YIELD NOTES | PS-
7
|
Contingent Income Auto-Callable Yield Notes Linked to the Least Performing of the Common Stock of Chewy Inc. and the Common Stock of Five Below, Inc.
Risk Factors
Your investment in the Notes
entails significant risks, many of which differ from those of a conventional debt 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. You should carefully review the more detailed explanation
of risks relating to the Notes in the “Risk Factors” sections beginning on page PS-5 of the accompanying product supplement
STOCK-1, page S-4 of the accompanying prospectus supplement and page 7 of the accompanying prospectus, each as identified on page
PS-22 below.
|
•
|
Your
investment may result in a loss; there is no guaranteed return of principal.
There is no fixed principal repayment amount on
the Notes at maturity. If the Notes are not called and the Ending Value of
any
Underlying Stock is less than its Threshold
Value, you will lose 1% of the principal amount for each 1% that the Ending Value of the Least Performing Underlying Stock is less
than its Starting Value. In that case, you will lose a significant portion or all of your investment in the Notes.
|
|
•
|
Your
return on the Notes is limited to the return represented by the Contingent Coupon Payments, if any, over the term of the Notes.
Your return on the Notes is limited to the Contingent Coupon Payments paid over the term of the Notes, regardless of the extent
to which the Ending Value of any Underlying Stock exceeds its Starting Value. Similarly, the amount payable at maturity or upon
an Automatic Call will never exceed the sum of the principal amount and the applicable Contingent Coupon Payment, regardless of
the extent to which the Observation Value of any Underlying Stock exceeds its Starting Value. In contrast, a direct investment
in one or more of the Underlying Stocks would allow you to receive the benefit of any appreciation in their prices. Thus, any return
on the Notes will not reflect the return you would realize if you actually owned shares of an Underlying Stock and received the
dividends paid or distributions made on them.
|
|
•
|
The
Notes are subject to a potential Automatic Call, which would limit your ability to receive the Contingent Coupon Payments over
the full term of the Notes.
The Notes are subject to a potential Automatic Call. Beginning in October 2019, the Notes will
be automatically called if, on any Observation Date (other than the final Observation Date), the Observation Value of each Underlying
Stock is greater than or equal to 90% of its Starting Value. If the Notes are automatically called, you will be entitled to receive
the principal amount and the Contingent Coupon Payment with respect to the applicable Observation Date. In this case, you will
lose the opportunity to continue to receive Contingent Coupon Payments after the date of the Automatic Call. If the Notes are called
prior to the maturity date, you may be unable to invest in other securities with a similar level of risk that could provide a return
that is similar to the Notes.
|
|
•
|
You
may not receive any Contingent Coupon Payments.
The Notes do not provide for any regular fixed coupon payments. Investors in
the Notes will not necessarily receive any Contingent Coupon Payments on the Notes. If the Observation Value of any Underlying
Stock is less than its Coupon Barrier on an Observation Date, you will not receive the Contingent Coupon Payment applicable to
that Observation Date. If the Observation Value of any Underlying Stock is less than its Coupon Barrier on all the Observation
Dates during the term of the Notes, you will not receive any Contingent Coupon Payment during the term of the Notes, and will not
receive a positive return on the Notes.
|
|
•
|
Your return
on the Notes may be less than the yield on a conventional debt security of comparable maturity.
Any return that you receive
on the Notes may be less than the return you would earn if you purchased a conventional debt security with the same maturity date.
As a result, your investment in the Notes may not reflect the full opportunity cost to you when you consider factors, such as inflation,
that affect the time value of money. In addition, if interest rates increase during the term of the Notes, the Contingent Coupon
Payment (if any) may be less than the yield on a conventional debt security of comparable maturity.
|
|
•
|
Chewy Inc. has
limited actual historical information.
Chewy Inc. commenced trading on the New York Stock Exchange (“NYSE”) recently.
Because this Underlying Stock is of recent origin and limited actual historical performance data exists with respect to it, your
investment in the Notes may involve a greater risk than investing in notes linked to an Underlying with a more established record
of performance.
|
|
•
|
Any
payments on the Notes are subject to the credit risk of BofA Finance and the Guarantor, and actual or perceived changes in BofA
Finance or the Guarantor’s creditworthiness are expected to affect the value of the Notes
. The Notes are our senior unsecured
debt securities. Any payment on the Notes will be fully and unconditionally guaranteed by the Guarantor. The Notes are not guaranteed
by any entity other than the Guarantor. As a result, your receipt of the Early Redemption Amount or the Redemption Amount at maturity,
as applicable, will be dependent upon our ability and the ability of the Guarantor to repay our respective obligations under the
Notes on the applicable Contingent Payment Date or the maturity date, regardless of the Ending Value of the Least Performing Underlying
Stock as compared to its Starting Value.
|
|
•
|
We
are a finance subsidiary and, as such, will have limited assets and operations.
We are a finance subsidiary of BAC and will
have no assets, operations or revenues other than those related to the issuance, administration and repayment of our debt securities
that are guaranteed by the Guarantor. As a finance subsidiary, to meet our obligations under the Notes, we are dependent upon payment
or contribution of funds and/or repayment of outstanding loans from the Guarantor and/or its other subsidiaries. Therefore, our
ability to make payments on the Notes may be limited.
|
|
•
|
The
public offering price you pay for the Notes will exceed their initial estimated value.
The range of initial estimated values
of the Notes that is provided on the cover page of this preliminary pricing supplement, and the initial estimated value as of the
pricing date that will be provided in the final pricing supplement, are each estimates only, determined as of a particular point
in time by reference to our and our affiliates’ pricing models. These pricing models consider certain assumptions and variables,
including our credit spreads and those of the
|
|
CONTINGENT INCOME AUTO-CALLABLE YIELD NOTES | PS-
8
|
Contingent Income Auto-Callable Yield Notes Linked to the Least Performing of the Common Stock of Chewy Inc. and the Common Stock of Five Below, Inc.
Guarantor, the Guarantor’s internal
funding rate, mid-market terms on hedging transactions, expectations on interest rates, dividends and volatility, price-sensitivity
analysis, and the expected term of the Notes. These pricing models rely in part on certain forecasts about future events, which
may prove to be incorrect. The initial estimated value does not represent a minimum or maximum price at which we, the Guarantor,
BofAS or any of our other affiliates would be willing to purchase your Notes in any secondary market (if any exists) at any time.
The value of your Notes at any time after the pricing date will vary based on many factors that cannot be predicted with accuracy,
including our and the Guarantor’s creditworthiness and changes in market conditions. If you attempt to sell the Notes prior
to maturity, their market value may be lower than the price you paid for them and lower than their initial estimated value. This
is due to, among other things, changes in the prices of the Underlying Stocks, the Guarantor’s internal funding rate, and
the inclusion in the public offering price of the underwriting discount and the hedging related charges, all as further described
in "Structuring the Notes" below. These factors, together with various credit, market and economic factors over the term
of the Notes, are expected to reduce the price at which you may be able to sell the Notes in any secondary market and will affect
the value of the Notes in complex and unpredictable ways.
|
•
|
The initial estimated
value does not represent a minimum or maximum price at which we, BAC, BofAS or any of our other affiliates
would be willing to purchase your notes in any secondary market (if any exists) at any time.
The value of your Notes at any
time after issuance will vary based on many factors that cannot be predicted with accuracy, including the performance of the Underlying
Stocks, our and BAC’s creditworthiness and changes in market conditions.
|
|
•
|
We
cannot assure you that a trading market for your 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
Contingent Coupon Payment or Redemption Amount, as applicable, will not reflect the prices of the Underlying Stocks other than
on the Observation Dates or the Valuation Date, as applicable.
The prices of the Underlying Stocks during the term of the Notes
other than on the Observation Dates will not affect payments on the Notes. Notwithstanding the foregoing, investors should generally
be aware of the performance of the Underlying Stocks while holding the Notes. The calculation agent will determine whether each
Contingent Coupon Payment is payable and calculate the Contingent Coupon Payment or the Redemption Amount, as applicable, by comparing
only the Starting Value, the Coupon Barrier or the Threshold Value, as applicable, to the Observation Value or the Ending Value
for each Underlying Stock. No other prices of the Underlying Stocks will be taken into account. As a result, if the Notes are not
automatically called prior to maturity, you will receive less than the principal amount at maturity even if the price of each Underlying
Stock has increased at certain times during the term of the Notes before the Least Performing Underlying Stock decreases to a price
that is less than its Threshold Value as of the Valuation Date.
|
|
•
|
Because
the Notes are linked to the least performing (and not the average performance) of the Underlying Stocks, you may not receive any
return on the Notes and may lose some or all of your principal amount even if the Observation Value or Ending Value of one Underlying
Stock is always greater than or equal to its Coupon Barrier or its Threshold Value, as applicable.
Your Notes are linked to
the least performing of the Underlying Stocks, and a change in the price of one Underlying Stock may not correlate with changes
in the price of the other Underlying Stock(s). The Notes are not linked to a basket composed of the Underlying Stocks, where the
depreciation in the price of one Underlying Stock could be offset to some extent by the appreciation in the price of the other
Underlying Stock(s). In the case of the Notes, the individual performance of each Underlying Stock would not be combined, and the
depreciation in the price of one Underlying Stock would not be offset by any appreciation in the price of the other Underlying
Stock(s). Even if the Observation Value of an Underlying Stock is at or above its Coupon Barrier on an Observation Date, you will
not receive the Contingent Coupon Payment with respect to that Observation Date if the Observation Value of the Least Performing
Underlying Stock is below its Coupon Barrier on that day. In addition, even if the Ending Value of an Underlying Stock is at or
above its Threshold Value, you will lose a portion of your principal if the Ending Value of the Least Performing Underlying Stock
is below its Threshold Value.
|
|
•
|
Trading and hedging activities by us, the Guarantor
and any of our other affiliates may create conflicts of interest with you and may affect your return on the Notes and their market
value.
We, the Guarantor or one or more of our other affiliates, including BofAS, may buy or sell shares of the Underlying
Stocks, or futures or options contracts on those securities, or other listed or over-the-counter derivative instruments linked
to the Underlying Stocks. We, the Guarantor or one or more of our other affiliates, including BofAS, may execute such purchases
or sales for our own or their own accounts, for business reasons, or in connection with hedging our obligations under the Notes.
These transactions may present a conflict of interest between your interest in the Notes and the interests we, the Guarantor and
our other affiliates, including BofAS, may have in our or their proprietary accounts, in facilitating transactions, including block
trades, for our or their other customers, and in accounts under our or their management. These transactions may affect the prices
of the Underlying Stocks in a manner that could be adverse to your investment in the Notes. On or before the pricing date, any
purchases or sales by us, the Guarantor or our other affiliates, including BofAS or others on its behalf (including for the purpose
of hedging anticipated exposures), may affect the prices of the Underlying Stocks. Consequently, the prices of the Underlying Stocks
may change subsequent to the pricing date, adversely affecting the market value of the Notes.
|
We, the
Guarantor or one or more of our other affiliates, including BofAS, may also engage in hedging activities that could affect the
prices of the Underlying Stocks on the pricing date. In addition, these activities may decrease the market value of your Notes
prior to maturity, and may affect the amounts to be paid on the Notes. We, the Guarantor or one or more of our other affiliates,
including BofAS, may purchase or otherwise acquire a long or short position in the Notes and may hold or resell the Notes. For
example, BofAS may enter into these transactions in connection with any market making activities in which it engages. We cannot
assure you that these activities will not adversely affect the prices of the Underlying Stocks, the market value of your Notes
prior to maturity or the amounts payable on the Notes.
|
CONTINGENT INCOME AUTO-CALLABLE YIELD NOTES | PS-
9
|
Contingent Income Auto-Callable Yield Notes Linked to the Least Performing of the Common Stock of Chewy Inc. and the Common Stock of Five Below, Inc.
|
•
|
There
may be potential conflicts of interest involving the calculation agent, which is an affiliate of ours.
We have the right to
appoint and remove the calculation agent. One of our affiliates will be the calculation agent for the Notes and, as such, will
make a variety of determinations relating to the Notes, including the amounts that will be paid on the Notes, including whether
the Notes will be automatically called and the amounts that will be paid on the Notes. Under some circumstances, these duties could
result in a conflict of interest between its status as our affiliate and its responsibilities as calculation agent.
|
|
•
|
The
terms of the Notes will not be adjusted for all corporate events that could affect an issuer of an Underlying Stock.
The Price
Multiplier, the determination of the payments on the Notes, and other terms of the Notes may be adjusted for the specified corporate
events affecting any Underlying Stock, as described in the section entitled “Description of the Notes—Anti-Dilution
Adjustments” on page PS-21 of product supplement STOCK-1. However, these adjustments do not cover all corporate events
that could affect the market price of an Underlying Stock, such as offerings of common shares for cash or in connection with certain
acquisition transactions. The occurrence of any event that does not require the calculation agent to adjust the applicable Price
Multiplier or the amounts that may be paid on the Notes at maturity may adversely affect the price of an Underlying Stock, and,
as a result, the market value of the Notes.
|
|
•
|
The U.S. federal income
tax consequences of an investment in the Notes are uncertain, and may be adverse to a holder of the notes.
No statutory, judicial,
or administrative authority directly addresses the characterization of the Notes or securities similar to the Notes for U.S. federal
income tax purposes. As a result, significant aspects of the U.S. federal income tax consequences of an investment in the Notes
are not certain. Under the terms of the Notes, you will have agreed with us to treat the Notes as contingent income-bearing single
financial contracts, as described below under “U.S. Federal Income Tax Summary—General.” If the Internal Revenue
Service (the “IRS”) were successful in asserting an alternative characterization for the Notes, the timing and character
of gain or loss with respect to the Notes may differ. No ruling will be requested from the IRS with respect to the Notes and no
assurance can be given that the IRS will agree with the statements made in the section entitled “U.S. Federal Income Tax
Summary.” You are urged to consult with your own tax advisor regarding all aspects of the U.S. federal income tax consequences
of investing in the Notes.
|
|
CONTINGENT INCOME AUTO-CALLABLE YIELD NOTES | PS-
10
|
Contingent Income Auto-Callable Yield Notes Linked to the Least Performing of the Common Stock of Chewy Inc. and the Common Stock of Five Below, Inc.
The Underlying Stocks
Because
each Underlying Stock is registered under the Securities Exchange Act of 1934, the company issuing each Underlying Stock (each,
an “Underlying Company” and, together, the “Underlying Companies”) is required to file periodically certain
financial and other information specified by the SEC. Information provided to or filed with the SEC by the Underlying Companies
can be located through the SEC’s web site at sec.gov by reference to the applicable CIK number set forth below.
This
document relates only to the offering of the Notes and does not relate to any offering of an Underlying Stock or any other securities
of the Underlying Companies. None of us, the Guarantor, BofAS or any of our other affiliates has made any due diligence inquiry
with respect to the Underlying Companies in connection with the offering of the Notes. None of us, the Guarantor, BofAS or any
of our other affiliates has independently verified the accuracy or completeness of the publicly available documents or any other
publicly available information regarding the Underlying Companies and hence makes no representation regarding the same. Furthermore,
there can be no assurance that all events occurring prior to the date of this document, including events that would affect the
accuracy or completeness of these publicly available documents that would affect the trading price of the Underlying Stocks, have
been or will be publicly disclosed. Subsequent disclosure of any events or the disclosure or failure to disclose material future
events concerning an Underlying Company could affect the price of the applicable Underlying Stock and therefore could affect your
return on the Notes. The selection of the Underlying Stocks is not a recommendation to buy or sell the Underlying Stocks.
|
CONTINGENT INCOME AUTO-CALLABLE YIELD NOTES | PS-
11
|
Contingent Income Auto-Callable Yield Notes Linked to the Least Performing of the Common Stock of Chewy Inc. and the Common Stock of Five Below, Inc.
Chewy Inc.
Chewy Inc. is an e-commerce business
geared toward pet products. This Underlying Stock trades on the New York Stock Exchange under the symbol “CHWY.” The
company’s CIK number is 0001766502.
The following table shows the
quarterly high and low Closing Market Prices of the shares of this Underlying Stock on its primary exchange from the date of Chewy
Inc.’s initial public offering on June 13, 2019 through July 19, 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. These historical
trading prices may have been adjusted to reflect certain corporate actions, such as stock splits and reverse stock splits.
|
High ($)
|
Low ($)
|
2019
|
|
|
Second Quarter
|
37.36
|
22.00
|
Third Quarter (through July 19, 2019)
|
34.40
|
30.67
|
|
CONTINGENT INCOME AUTO-CALLABLE YIELD NOTES | PS-
12
|
Contingent Income Auto-Callable Yield Notes Linked to the Least Performing of the Common Stock of Chewy Inc. and the Common Stock of Five Below, Inc.
Five Below, Inc.
Five Below, Inc. is a specialty value
retailer offering merchandise targeted at the tween and teen demographic. The company offers an assortment of products, priced
at $5 and below. This Underlying Stock trades on the New York Stock Exchange under the symbol “FIVE.” The
company’s CIK number is 0001177609.
The following table shows the
quarterly high and low Closing Market Prices of the shares of this Underlying Stock on its primary exchange from the date of Five
Below Inc.’s initial public offering on July 18, 2012 through July 19, 2019. We obtained this historical data from Bloomberg
L.P. We have not independently verified the accuracy or completeness of the information obtained from Bloomberg L.P. These historical
trading prices may have been adjusted to reflect certain corporate actions, such as stock splits and reverse stock splits.
|
High ($)
|
Low ($)
|
2012
|
|
|
Third Quarter
|
39.15
|
17.00
|
Fourth Quarter
|
38.73
|
28.11
|
2013
|
|
|
First Quarter
|
42.50
|
31.14
|
Second Quarter
|
39.89
|
35.25
|
Third Quarter
|
48.56
|
36.28
|
Fourth Quarter
|
54.33
|
42.26
|
2014
|
|
|
First Quarter
|
45.02
|
34.53
|
Second Quarter
|
42.72
|
35.04
|
Third Quarter
|
43.36
|
34.40
|
Fourth Quarter
|
46.66
|
37.14
|
2015
|
|
|
First Quarter
|
43.625
|
28.58
|
Second Quarter
|
40.69
|
33.25
|
Third Quarter
|
39.73
|
31.63
|
Fourth Quarter
|
35.87
|
27.50
|
2016
|
|
|
First Quarter
|
41.54
|
32.46
|
Second Quarter
|
46.41
|
37.24
|
Third Quarter
|
51.87
|
40.04
|
Fourth Quarter
|
43.84
|
35.30
|
2017
|
|
|
First Quarter
|
44.36
|
37.58
|
Second Quarter
|
52.94
|
42.49
|
Third Quarter
|
54.88
|
45.06
|
Fourth Quarter
|
68.29
|
54.54
|
2018
|
|
|
First Quarter
|
73.34
|
61.94
|
Second Quarter
|
102.09
|
70.50
|
Third Quarter
|
133.81
|
96.19
|
Fourth Quarter
|
128.13
|
89.61
|
2019
|
|
|
First Quarter
|
131.63
|
103.70
|
Second Quarter
|
147.50
|
117.76
|
Third Quarter (through July 19, 2019)
|
129.96
|
122.18
|
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Supplement to the Plan of Distribution; Role
of BofAS and Conflicts of Interest
BofAS, a broker-dealer
affiliate of ours, is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and will participate
as selling agent in the distribution of the Notes. Accordingly, the offering of the Notes will conform to the requirements of FINRA
Rule 5121. BofAS may not make sales in this offering to any of its discretionary accounts without the prior written approval of
the account holder.
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 pricing supplement, less the indicated underwriting discount. BofAS will sell the Notes to other broker-dealers
that will participate in the offering and that are not affiliated with us, 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. 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 public offering price for investors purchasing the Notes in these fee-based advisory accounts may be as low
as $968.75 per Note.
We expect
to 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, as in effect as of the date of this pricing supplement,
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.
BofAS and
any of our other broker-dealer affiliates, may use this pricing supplement, and the accompanying product supplement, prospectus
supplement and prospectus for offers and sales in secondary market transactions and market-making transactions in the Notes. However,
they are not obligated to engage in such secondary market transactions and/or market-making transactions. The selling agent may
act as principal or agent in these transactions, and any such sales will be made at prices related to prevailing market conditions
at the time of the sale.
At BofAS’s
discretion, for a short, undetermined initial period after the issuance of the Notes, 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 BofAS for the Notes will be based
on then-prevailing market conditions and other considerations, including the performance of the Underlying Stocks and the remaining
term of the Notes. However, none of us, the Guarantor, BofAS or any of our other affiliates is obligated to purchase your Notes
at any price or at any time, and we cannot assure you that any party will purchase your Notes at a price that equals or exceeds
the initial estimated value of the Notes.
Any price
that BofAS may pay to repurchase the Notes will depend upon then prevailing market conditions, the creditworthiness of us and the
Guarantor, and transaction costs. At certain times, this price may be higher than or lower than the initial estimated value of
the Notes.
No Prospectus
(as defined in Directive 2003/71/EC, as amended (the “Prospectus Directive”)) will be prepared in connection with these
Notes. Accordingly, these Notes may not be offered to the public in any member state of the European Economic Area (the “EEA”),
and any purchaser of these Notes who subsequently sells any of these Notes in any EEA member state must do so only in accordance
with the requirements of the Prospectus Directive, as implemented in that member state.
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. For these purposes, 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 the Notes, and a “retail investor” means a person who is one (or more) of: (a) a retail
client, as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended (“MiFID II”); or (b) a customer,
within the meaning of Insurance Distribution Directive 2016/97/EU, as amended, where that customer would not qualify as a professional
client as defined in point (10) of Article 4(1) of MiFID II; or (c) not a qualified investor as defined in the Prospectus Directive.
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 has been prepared, and therefore,
offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs
Regulation.
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CONTINGENT INCOME AUTO-CALLABLE YIELD NOTES | PS-
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Structuring the Notes
The
Notes are our debt securities, the return on which is linked to the performance of the Underlying Stocks. The related guarantee
is BAC’s obligation. 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 borrows the funds under these types of notes at a rate, which we refer to in this pricing supplement as BAC’s
internal funding rate, that is more favorable to BAC than the rate that it might pay for a conventional fixed or floating rate
debt security. This generally 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.
In order
to meet our payment obligations on 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 our other affiliates. The terms of these
hedging arrangements are determined based upon terms provided by 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 Underlying Stocks, the tenor of
the Notes and 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 hedging related charges, reflecting the costs associated with, and our
affiliates’ profit earned from, these hedging arrangements. Since hedging entails risk and may be influenced by unpredictable
market forces, actual profits or losses from these hedging transactions may be more or less than any expected amounts.
For
further information, see “Risk Factors” beginning on page PS-8 above and “Supplemental Use of Proceeds”
on page PS-16 of the accompanying product supplement.
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CONTINGENT INCOME AUTO-CALLABLE YIELD NOTES | PS-
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Contingent Income Auto-Callable Yield Notes Linked to the Least Performing of the Common Stock of Chewy Inc. and the Common Stock of Five Below, Inc.
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 supplements,
and to the extent inconsistent supersedes, the discussions under “U.S. Federal Income Tax Considerations” in the accompanying
prospectus and under “U.S. Federal Income Tax Considerations” in the accompanying prospectus supplement and is not
exhaustive of all possible tax considerations. In addition, any reference to “Morrison & Foerster LLP” in the aforementioned
tax discussions in the accompanying prospectus and prospectus supplement should be read as a reference to “Sidley Austin
LLP.” 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 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. This summary does not include any description of the tax laws of any state or local governments, or of any foreign government,
that may be applicable to a particular holder.
Although the Notes
are issued by us, they will be treated as if they were issued by Bank of America Corporation for U.S. federal income tax purposes.
Accordingly throughout this tax discussion, references to “we,” “our” or “us” are generally
to Bank of America Corporation unless the context requires otherwise.
This summary is
directed solely to U.S. Holders and Non-U.S. Holders that, except as otherwise specifically noted, 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
property held for investment, and that are not excluded from the discussion under “U.S. Federal Income Tax Considerations”
in the accompanying prospectus.
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.
General
Although there is
no statutory, judicial, or administrative authority directly addressing the characterization of the Notes, we intend to treat the
Notes for all tax purposes as contingent income-bearing single financial contracts with respect to the Underlying Stocks and under
the terms of the Notes, we and every investor in the Notes agree, in the absence of an administrative determination or judicial
ruling to the contrary, to treat the Notes in accordance with such characterization. In the opinion of our counsel, Sidley Austin
LLP, it is reasonable to treat the Notes as contingent income-bearing single financial contracts with respect to the Underlying
Stocks. However, Sidley Austin LLP has advised us that it is unable to conclude that it is more likely than not that this treatment
will be upheld. This discussion assumes that the Notes constitute contingent income-bearing single financial contracts with respect
to the Underlying Stocks for U.S. federal income tax purposes. If the Notes did not constitute contingent income-bearing single
financial contracts, the tax consequences described below would be materially different.
This characterization
of the Notes is not binding on the IRS or the courts. No statutory, judicial, or administrative authority directly addresses the
characterization of the Notes or any similar instruments for U.S. federal income tax purposes, and no ruling is being requested
from the IRS with respect to their proper characterization and treatment. Due to the absence of authorities on point, significant
aspects of the U.S. federal income tax consequences of an investment in the Notes are not certain, and no assurance can be given
that the IRS or any court will agree with the characterization and tax treatment described in this pricing supplement. Accordingly,
you are urged to consult your tax advisor regarding all aspects of the U.S. federal income tax consequences of an investment in
the Notes, including possible alternative characterizations.
Unless otherwise
stated, the following discussion is based on the characterization described above. The discussion in this section assumes that
there is a significant possibility of a significant loss of principal on an investment in the Notes.
We will not attempt
to ascertain whether either issuer of an Underlying Stock would be treated as a “passive foreign investment company”
(“PFIC”), within the meaning of Section 1297 of the Code, or a United States real property holding corporation, within
the meaning of Section 897(c) of the Code. If the issuer of either Underlying Stock were so treated, certain adverse U.S. federal
income tax consequences could possibly apply to a holder of the Notes. You should refer to information filed with the SEC by the
issuers of the Underlying Stocks and consult your tax advisor regarding the possible consequences to you, if any, if the issuer
of any Underlying Stock is or becomes a PFIC or is or becomes a United States real property holding corporation.
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CONTINGENT INCOME AUTO-CALLABLE YIELD NOTES | PS-
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Contingent Income Auto-Callable Yield Notes Linked to the Least Performing of the Common Stock of Chewy Inc. and the Common Stock of Five Below, Inc.
U.S. Holders
Although the U.S.
federal income tax treatment of any Contingent Coupon Payment on the Notes is uncertain, we intend to take the position, and the
following discussion assumes, that any Contingent Coupon Payment constitutes taxable ordinary income to a U.S. Holder at the time
received or accrued in accordance with the U.S. Holder’s regular method of accounting. By purchasing the Notes you agree,
in the absence of an administrative determination or judicial ruling to the contrary, to treat any Contingent Coupon Payment as
described in the preceding sentence.
Upon receipt of
a cash payment at maturity or upon a sale, exchange, or redemption of the Notes prior to maturity, a U.S. Holder generally will
recognize capital gain or loss equal to the difference between the amount realized (other than amounts representing any Contingent
Coupon Payment, which would be taxed as described above) and the U.S. Holder’s tax basis in the Notes. A U.S. Holder’s
tax basis in the Notes will equal the amount paid by that holder to acquire them. This capital gain or loss generally will be long-term
capital gain or loss if the U.S. Holder held the Notes for more than one year. The deductibility of capital losses is subject to
limitations.
Alternative Tax
Treatments
. Due to the absence of authorities that directly address the proper tax treatment of the Notes, prospective investors
are urged to consult their tax advisors regarding all possible alternative tax treatments of an investment in the Notes. In particular,
the IRS could seek to subject the Notes to the Treasury regulations governing contingent payment debt instruments. If the IRS were
successful in that regard, the timing and character of income on the Notes would be affected significantly. Among other things,
a U.S. Holder would be required to accrue original issue discount every year at a “comparable yield” determined at
the time of issuance. In addition, any gain realized by a U.S. Holder at maturity or upon a sale, exchange, or redemption of the
Notes generally would be treated as ordinary income, and any loss realized at maturity or upon a sale, exchange, or redemption
of the Notes generally would be treated as ordinary loss to the extent of the U.S. Holder’s prior accruals of original issue
discount, and as capital loss thereafter.
In addition, it
is possible that the Notes could be treated as a unit consisting of a deposit and a put option written by the note holder, in which
case the timing and character of income on the Notes would be affected significantly.
The IRS released
Notice 2008-2 (the “Notice”), which sought comments from the public on the taxation of financial instruments currently
taxed as “prepaid forward contracts.” This Notice addresses instruments such as the Notes. According to the Notice,
the IRS and Treasury are considering whether a holder of an instrument such as the Notes should be required to accrue ordinary
income on a current basis, regardless of whether any payments are made prior to maturity. It is not possible to determine what
guidance the IRS and Treasury will ultimately issue, if any. Any such future guidance may affect the amount, timing and character
of income, gain, or loss in respect of the Notes, possibly with retroactive effect.
The IRS and Treasury
are also considering additional issues, including whether additional gain or loss from such instruments should be treated as ordinary
or capital, whether foreign holders of such instruments should be subject to withholding tax on any deemed income accruals, whether
Section 1260 of the Code, concerning certain “constructive ownership transactions,” generally applies or should generally
apply to such instruments, and whether any of these determinations depend on the nature of the underlying asset.
In addition, proposed
Treasury regulations require the accrual of income on a current basis for contingent payments made under certain notional principal
contracts. The preamble to the regulations states that the “wait and see” method of accounting does not properly reflect
the economic accrual of income on those contracts, and requires current accrual of income for some contracts already in existence.
While the proposed regulations do not apply to prepaid forward contracts, the preamble to the proposed regulations expresses the
view that similar timing issues exist in the case of prepaid forward contracts. If the IRS or Treasury publishes future guidance
requiring current economic accrual for contingent payments on prepaid forward contracts, it is possible that you could be required
to accrue income over the term of the Notes.
Because of the absence
of authority regarding the appropriate tax characterization of the Notes, it is also possible that the IRS could seek to characterize
the Notes in a manner that results in tax consequences that are different from those described above. For example, the IRS could
possibly assert that any gain or loss that a holder may recognize at maturity or upon the sale, exchange, or redemption of the
Notes should be treated as ordinary gain or loss.
Non-U.S. Holders
Because the U.S.
federal income tax treatment of the Notes (including any Contingent Coupon Payment) is uncertain, we will withhold U.S. federal
income tax at a 30% rate (or at a lower rate under an applicable income tax treaty) on the entire amount of any Contingent Coupon
Payment made unless such payments are effectively connected with the conduct by the Non-U.S. Holder of a trade or business in the
U.S. (in which case, to avoid withholding, the Non-U.S. Holder will be required to provide a Form W-8ECI). We will not pay any
additional amounts in respect of such withholding. To claim benefits under an income tax treaty, a Non-U.S. Holder must obtain
a taxpayer identification number and certify as to its eligibility under the
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CONTINGENT INCOME AUTO-CALLABLE YIELD NOTES | PS-
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Contingent Income Auto-Callable Yield Notes Linked to the Least Performing of the Common Stock of Chewy Inc. and the Common Stock of Five Below, Inc.
appropriate treaty’s limitations on benefits
article, if applicable. In addition, special rules may apply to claims for treaty benefits made by Non-U.S. Holders that are entities
rather than individuals. The availability of a lower rate of withholding under an applicable income tax treaty will depend on whether
such rate applies to the characterization of the payments under U.S. federal income tax laws. A Non-U.S. Holder that is eligible
for a reduced rate of U.S. federal withholding tax pursuant to an income tax treaty may obtain a refund of any excess amounts withheld
by filing an appropriate claim for refund with the IRS.
Except as discussed
below, a Non-U.S. Holder generally will not be subject to U.S. federal income or withholding tax for amounts paid in respect of
the Notes (not including, for the avoidance of doubt, amounts representing any Contingent Coupon Payments which would be subject
to the rules discussed in the previous paragraph) upon the sale, exchange, or redemption of the Notes or their settlement at maturity,
provided that the Non-U.S. Holder complies with applicable certification requirements and that the payment is not effectively connected
with the conduct by the Non-U.S. Holder of a U.S. trade or business. Notwithstanding the foregoing, gain from the sale, exchange,
or redemption of the Notes or their settlement at maturity may be subject to U.S. federal income tax if that Non-U.S. Holder is
a non-resident alien individual and is present in the U.S. for 183 days or more during the taxable year of the sale, exchange,
redemption, or settlement and certain other conditions are satisfied.
If a Non-U.S. Holder
of the Notes is engaged in the conduct of a trade or business within the U.S. and if any Contingent Coupon Payment and gain realized
on the settlement at maturity, or upon sale, exchange, or redemption of the Notes, is effectively connected with the conduct of
such trade or business (and, if certain tax treaties apply, is attributable to a permanent establishment maintained by the Non-U.S.
Holder in the U.S.), the Non-U.S. Holder, although exempt from U.S. federal withholding tax, generally will be subject to U.S.
federal income tax on such Contingent Coupon Payment and gain on a net income basis in the same manner as if it were a U.S. Holder.
Such Non-U.S. Holders should read the material under the heading “—U.S. Holders,” for a description of the U.S.
federal income tax consequences of acquiring, owning, and disposing of the Notes. In addition, if such Non-U.S. Holder is a foreign
corporation, it may also be subject to a branch profits tax equal to 30% (or such lower rate provided by any applicable tax treaty)
of a portion of its earnings and profits for the taxable year that are effectively connected with its conduct of a trade or business
in the U.S., subject to certain adjustments.
A “dividend
equivalent” payment is treated as a dividend from sources within the United States and such payments generally would be subject
to a 30% U.S. withholding tax if paid to a Non-U.S. Holder. Under Treasury regulations, payments (including deemed payments) with
respect to equity-linked instruments (“ELIs”) that are “specified ELIs” may be treated as dividend equivalents
if such specified ELIs reference an interest in an “underlying security,” which is generally any interest in an entity
taxable as a corporation for U.S. federal income tax purposes if a payment with respect to such interest could give rise to a U.S.
source dividend. However, IRS guidance provides that withholding on dividend equivalent payments will not apply to specified ELIs
that are not delta-one instruments and that are issued before January 1, 2021. Based on our determination that the Notes are not
delta-one instruments, Non-U.S. Holders should not be subject to withholding on dividend equivalent payments, if any, under the
Notes. However, it is possible that the Notes could be treated as deemed reissued for U.S. federal income tax purposes upon the
occurrence of certain events affecting the Underlying Stocks or the Notes, and following such occurrence the Notes could be treated
as subject to withholding on dividend equivalent payments. Non-U.S. Holders that enter, or have entered, into other transactions
in respect of the Underlying Stocks or the Notes should consult their tax advisors as to the application of the dividend equivalent
withholding tax in the context of the Notes and their other transactions. If any payments are treated as dividend equivalents subject
to withholding, we (or the applicable paying agent) would be entitled to withhold taxes without being required to pay any additional
amounts with respect to amounts so withheld.
As discussed above,
alternative characterizations of the Notes for U.S. federal income tax purposes are possible. Should an alternative characterization,
by reason of change or clarification of the law, by regulation or otherwise, cause payments as to the Notes to become subject to
withholding tax in addition to the withholding tax described above, tax will be withheld at the applicable statutory rate. Prospective
Non-U.S. Holders should consult their own tax advisors regarding the tax consequences of such alternative characterizations.
U.S. Federal
Estate Tax.
Under current law, while the matter is not entirely clear, individual Non-U.S. Holders, and entities whose property
is potentially includible in those individuals’ gross estates for U.S. federal estate tax purposes (for example, a trust
funded by such an individual and with respect to which the individual has retained certain interests or powers), should note that,
absent an applicable treaty benefit, a note is likely to be treated as U.S. situs property, subject to U.S. federal estate tax.
These individuals and entities should consult their own tax advisors regarding the U.S. federal estate tax consequences of investing
in a note.
Backup Withholding
and Information Reporting
Please see the discussion
under “U.S. Federal Income Tax Considerations — Taxation of Debt Securities — Backup Withholding and Information
Reporting” in the accompanying prospectus for a description of the applicability of the backup withholding and information
reporting rules to payments made on the Notes.
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CONTINGENT INCOME AUTO-CALLABLE YIELD NOTES | PS-
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Contingent Income Auto-Callable Yield Notes Linked to the Least Performing of the Common Stock of Chewy Inc. and the Common Stock of Five Below, Inc.
Foreign Account
Tax Compliance Act (“FATCA”)
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 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.
Treasury has indicated that taxpayers may rely on these proposed regulations pending their finalization.
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CONTINGENT INCOME AUTO-CALLABLE YIELD NOTES | PS-
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Contingent Income Auto-Callable Yield Notes Linked to the Least Performing of the Common Stock of Chewy Inc. and the Common Stock of Five Below, Inc.
Where
You Can Find More Information
The
terms and risks of the Notes are contained in this pricing supplement and in the following related product supplement, prospectus
supplement and prospectus, which can be accessed at the following links:
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 at www.sec.gov or obtained from BofAS by calling 1-800-294-1322. Before you
invest, you should read the Note Prospectus, including this pricing supplement, 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 pricing supplement have the meanings set forth in the accompanying
product supplement or prospectus supplement. 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.
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 and Smith Incorporated. (“MLPF&S”) in the accompanying product supplement, prospectus supplement
and prospectus, as such references relate to MLPF&S’s institutional services, should now be read as references to BofAS.
The Notes
are our senior debt securities. Any payments on the Notes are fully and unconditionally 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 our other senior unsecured debt, and the related guarantee will rank equally with all of BAC’s
other senior unsecured debt. Any payments due on the Notes, including any repayment of the principal amount, will be subject to
the credit risk of BofA Finance, as issuer, and BAC, as guarantor.
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CONTINGENT INCOME AUTO-CALLABLE YIELD NOTES | PS-
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