Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
September 03 2014 - 6:01AM
Edgar (US Regulatory)
Filed Pursuant to Rule 433
Registration No. 333-180488
BANK OF AMERICA CORPORATION
PREFERRED STOCK, SERIES W
$1,000,000,000
40,000,000 Depositary Shares, Each Representing a 1/1000th Interest in a Share of Bank of
America
Corporation 6.625% Non-Cumulative Preferred Stock, Series W
FINAL TERM SHEET
Dated September 2, 2014
|
|
|
Issuer: |
|
Bank of America Corporation |
|
|
Security: |
|
Depositary Shares, each representing a
1/1000th interest in a share of Bank of America
Corporation 6.625% Non-Cumulative Preferred Stock, Series W |
|
|
Expected Ratings: |
|
Ba3 (Moodys) / BB+ (S&P) / BB (Fitch) |
|
|
Size: |
|
$1,000,000,000 ($25 per Depositary Share) |
|
|
Over-allotment Option: |
|
The underwriters also may purchase up to an additional 6,000,000 Depositary Shares ($25 per Depositary Share) within 30 days of the date of the final prospectus supplement in
order to cover over-allotments, if any. |
|
|
Public Offering Price: |
|
$25 per Depositary Share |
|
|
Maturity: |
|
Perpetual |
|
|
Trade Date: |
|
September 2, 2014 |
|
|
Settlement Date: |
|
September 9, 2014 (T+5) |
|
|
Dividend Rate (Non-Cumulative): |
|
6.625% |
|
|
Dividend Payment Dates: |
|
Beginning December 9, 2014, each March 9, June 9, September 9, and December 9 subject to following business day convention (unadjusted) |
|
|
Day Count: |
|
30/360 |
|
|
Business Days: |
|
New York/Charlotte |
|
|
|
Optional Redemption: |
|
Anytime on or after September 9, 2019 and earlier upon certain events involving a capital treatment event as described and subject to limitations in the prospectus supplement dated September 2, 2014 (the Prospectus
Supplement) |
|
|
Listing: |
|
Application will be made to list the Depositary Shares on the New York Stock Exchange (NYSE) under the symbol PrW. Trading of the Depositary Shares on the NYSE is expected to commence within a 30-day
period after the original issuance date of the Depositary Shares. |
|
|
Sole Book-Runner: |
|
Merrill Lynch, Pierce, Fenner & Smith Incorporated |
|
|
Conflict of Interest: |
|
Merrill Lynch, Pierce, Fenner & Smith Incorporated is our affiliate. As such, Merrill Lynch, Pierce, Fenner & Smith Incorporated
has a conflict of interest in this offering within the meaning of FINRA Rule 5121. Consequently, the offering is being conducted in compliance with the provisions of Rule 5121. FINRA Rule 5121 requires that a qualified independent
underwriter participate in the preparation of the Prospectus Supplement and exercise the usual standards of due diligence with respect thereto.
Goldman, Sachs & Co., the qualified independent underwriter, or QIU, will not receive any additional fees for serving as a QIU in connection with this
offering. The Issuer will indemnify the QIU against liabilities incurred in connection with acting as such, including liabilities under the Securities Act.
Merrill Lynch, Pierce, Fenner & Smith Incorporated is not permitted to sell depositary shares in this offering to an account over which it
exercises |
|
|
|
|
|
discretionary authority without the prior specific written approval of the account holder. As a result, to the extent required under applicable regulations, before entering into any contract with, or for, a customer for the
purchase or sale of such security, Merrill Lynch, Pierce, Fenner & Smith Incorporated will disclose to such customer the existence of such control, and if such disclosure is not made in writing, it will be supplemented by the giving or sending
of written disclosure at or before the completion of the transaction. |
|
|
Joint Lead Managers: |
|
Citigroup Global Markets Inc. Goldman, Sachs
& Co. J.P. Morgan Securities LLC Morgan Stanley & Co.
LLC UBS Securities LLC Wells Fargo Securities,
LLC |
|
|
Co-Managers: |
|
RBC Capital Markets, LLC BNY Mellon Capital
Markets, LLC Deutsche Bank Securities Inc. |
|
|
Junior Co- Managers: |
|
CastleOak Securities, L.P. Drexel Hamilton,
LLC Great Pacific Securities Loop Capital Markets, LLC
MFR Securities, Inc. Mischler Financial Group, Inc.
Samuel A. Ramirez & Company, Inc. The Williams Capital Group,
L.P. |
|
|
CUSIP/ISIN for the Depositary Shares: |
|
060505344 / US0605053448 |
Bank of
America Corporation (the Issuer) has filed a registration statement (including a pricing supplement, a prospectus supplement, and a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you
should read those documents and the other documents that the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the lead manager will arrange to send you the pricing supplement, the prospectus supplement, and the prospectus if you request them by contacting Merrill Lynch, Pierce, Fenner & Smith Incorporated, toll free at 1-800-294-1322. You
may also request copies by e-mail from fixedincomeir@bankofamerica.com or dg.prospectus_requests@baml.com.
Bank of America (NYSE:BAC)
Historical Stock Chart
From Mar 2024 to Apr 2024
Bank of America (NYSE:BAC)
Historical Stock Chart
From Apr 2023 to Apr 2024