Bank of America Corporation (the “Corporation”) today announced
the increase of the maximum principal amounts of each series of new
fixed/floating rate senior notes (the “New Notes”) issuable in its
previously announced private offers (the “Exchange Offers”) for
Eligible Holders (as defined below) of certain of the Corporation’s
outstanding debt securities (collectively, the “Existing Notes”) to
exchange Existing Notes for New Notes in two categories of Exchange
Offers, on the terms and conditions set forth in the confidential
offering memorandum (the “Offering Memorandum”) dated December 4,
2017, and the accompanying letter of transmittal (the “Letter of
Transmittal”).
The Corporation has increased the maximum principal amount of
New Notes issuable in (i) all the Exchange Offers to
$12,000,000,000, (ii) the first category of Exchange Offers to
$6,000,000,000, and (iii) the second category of Exchange Offers to
$6,000,000,000. Because the amount of New Notes issuable in
exchange for all validly tendered and not validly withdrawn
Existing Notes at or prior to 5 p.m., New York City time, on
December 15, 2017 (the “Early Participation Date”) in each category
of Exchange Offers would exceed the maximum New Notes amounts, as
increased, acceptance of the Existing Notes for exchange in each
category of Exchange Offers will be subject to proration as
described in the Offering Memorandum. In addition, the Corporation
does not expect to accept for exchange the series of Existing Notes
that follow the applicable prorated series of Existing Notes in
either category of Exchange Offers.
The Corporation has exercised the Early Settlement Election (as
described in the Offering Memorandum) and accepted for exchange
Existing Notes validly tendered and not validly withdrawn at or
prior to the Early Participation Date as set forth in the tables
below. Any validly tendered Existing Notes not accepted for
exchange due to proration will be returned promptly to Eligible
Holders.
The tables below set forth the aggregate principal amount of
each series of Existing Notes accepted by the Corporation in the
first category of Exchange Offers and the second category of
Exchange Offers, respectively, as well as the proration factor
applicable to each series of Existing Notes. Proration factors for
the prorated series included in the tables below are rounded to the
nearest whole number.
CUSIP
No. Title of Security
Principal
AmountOutstanding
AggregatePrincipalAmountAccepted
forExchange
ProrationFactor
06051GDZ9 7.625% Senior Notes, due June 2019 $ 2,864,165,000 $
1,601,465,000 100% 06051GEC9 5.625% Senior Notes, due July 2020 $
3,000,000,000 $ 1,752,200,000 100% 06051GEE5 5.875% Senior Notes,
due January 2021 $ 1,500,000,000 $ 768,530,000 100% 06051GEX3
2.600% Senior Notes, due January 2019 $ 3,750,000,000 $
1,509,282,000 86% 06051GFD6 2.650% Senior Notes, due April 2019 $
2,500,000,000 $ 0 0% 59018YN64 6.875% Senior Notes, due April 2018
$ 5,500,000,000 $ 0 0% 06051GDX4 5.650% Senior Notes, due May 2018
$ 4,000,000,000 $ 0 0% 590188JN9 6.875% Senior Notes, due November
2018 $ 1,031,000,000 $ 0 0% 590188JF6 6.500% Senior Notes, due July
2018 $ 646,550,000 $ 0 0%
CUSIP No. Title of Security
Principal
AmountOutstanding
AggregatePrincipalAmountAccepted
forExchange
ProrationFactor
06051GEM7 5.700% Senior Notes, due January 2022
$
2,250,000,000 $ 1,123,188,000 100% 06051GEH8 5.000% Senior Notes,
due May 2021 $ 2,000,000,000 $ 1,029,265,000 100% 590188JB5 6.750%
Senior Notes, due June 2028 $ 250,000,000 $ 25,016,000 100%
06051GFS3 3.875% Senior Notes, due August 2025 $ 3,500,000,000 $
1,707,182,000 100% 06051GFG9 4.875% Senior Notes, due April 2044 $
1,500,000,000 $ 995,308,000 100% 59018YTM3 6.050% Senior Notes, due
June 2034 $ 100,000,000 $ 80,502,000 100% 06051GFF1 4.000% Senior
Notes, due April 2024 $ 2,750,000,000 $ 445,063,000 46% 06053FAA7
4.100% Senior Notes, due July 2023 $ 2,000,000,000 $ 0 0% 06051GFB0
4.125% Senior Notes, due January 2024 $ 2,500,000,000 $ 0 0%
06051GFC8 5.000% Senior Notes, due January 2044 $ 2,000,000,000 $ 0
0% 06051GEN5 5.875% Senior Notes, due February 2042 $ 1,500,000,000
$ 0 0%
The “Early Settlement Date” for all Existing Notes validly
tendered and not validly withdrawn at or prior to the Early
Participation Date and accepted for exchange is today, December 20,
2017. On the Early Settlement Date, the Corporation will issue
$6,000,000,000 in aggregate principal amount of Fixed/Floating Rate
Senior Notes, due December 2023 in exchange for Existing Notes
accepted in the first category of Exchange Offers and
$6,000,000,000 in aggregate principal amount of Fixed/Floating Rate
Senior Notes, due December 2028 in exchange for Existing Notes
accepted in the second category of Exchange Offers. Eligible
Holders of Existing Notes accepted for exchange also will receive
(i) a cash payment for any accrued and unpaid interest on the
applicable series of Existing Notes to, but excluding, the Early
Settlement Date, and (ii) a cash payment for any amounts due in
lieu of fractional amounts of the applicable series of New
Notes.
The Exchange Offers are scheduled to expire at 11:59 p.m., New
York City time, on January 4, 2018 (the “Expiration Date”). Because
both categories of Exchange Offers were over-subscribed, the
Corporation does not expect to accept for exchange any Existing
Notes tendered after the Early Participation Date, in which case
there will be no final settlement date for the Exchange Offers. Any
Existing Notes tendered after the Early Participation Date and not
accepted for exchange will be returned promptly to Eligible
Holders.
The Exchange Offers are made, and copies of the documents
relating to the Exchange Offers are made available, only to a
holder of Existing Notes who has certified in an eligibility letter
(each, an “Eligible Holder”) certain matters to the Corporation,
including its status as (i) a “qualified institutional buyer” as
defined in Rule 144A under the Securities Act of 1933, as amended
(the “Securities Act”), or (ii) a person outside the United States
who is (a) not a “U.S. person” as defined in Rule 902 under the
Securities Act, (b) not acting for the account or benefit of a U.S.
person and (c) a “non-U.S. qualified offeree” as defined in the
Offering Memorandum. Holders of Existing Notes who desire access to
the electronic eligibility certification should contact D.F. King
& Co., Inc., the information agent for the Exchange Offers, at
866.342.4881 (U.S. toll-free), 212.269.5550 (collect), or at
bac@dfking.com. Holders who wish to receive the Offering Memorandum
and the Letter of Transmittal can certify eligibility at
http://www.dfking.com/bac.
When issued, the New Notes will not be registered under the
Securities Act or any state securities laws. Therefore, the New
Notes may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements of the Securities Act and any applicable state
securities laws. The Corporation has entered into a registration
rights agreement with respect to the New Notes.
This press release is not an offer to sell or a solicitation of
an offer to buy any security. The Exchange Offers are being made
solely by the Offering Memorandum and only to such persons and in
such jurisdictions as are permitted under applicable law.
This communication has not been approved by an authorized person
for the purposes of Section 21 of the Financial Services and
Markets Act 2000, as amended (the “FSMA”). Accordingly, this
communication is not being directed at or communicated to persons
within the United Kingdom save in circumstances where section 21(1)
of the FSMA does not apply.
In particular, this communication is only addressed to and
directed at: (A) in any Member State of the European Economic Area
that has implemented the Prospectus Directive (as defined below) (a
“Relevant Member State”), qualified investors in that Relevant
Member State within the meaning of the Prospectus Directive, and
(B) (i) persons that are outside the United Kingdom or (ii) persons
in the United Kingdom falling within the definition of investment
professionals [as defined in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
“Financial Promotion Order”)] or within Article 43 of the Financial
Promotion Order or are high net worth entities and other persons
falling within article 69(2)(a) to (d) of the Financial Promotion
Order, or to other persons to whom it may otherwise lawfully be
communicated or caused to be communicated by virtue of an exemption
to Section 21(1) of the FSMA or otherwise in circumstance where it
does not apply (such persons together being “relevant persons”).
The New Notes are only available to, and any invitation, offer or
agreement to subscribe, purchase or otherwise acquire such New
Notes will be engaged in only with, relevant persons. Any person
who is not a relevant person should not act or rely on the Offering
Memorandum or any of its contents. For purposes of the foregoing,
the “Prospectus Directive” means the Prospectus Directive
2003/71/EC, as amended, including pursuant to Directive 2010/73/EU
and includes any relevant implementing measure in a Relevant Member
State.
Forward-looking statementsCertain statements in this news
release represent the current expectations, plans or forecasts of
Bank of America Corporation (“Bank of America”) based on available
information and are forward-looking statements. Forward-looking
statements can be identified by the fact that they do not relate
strictly to historical or current facts. These statements often use
words like “expects,” “anticipates,” “believes,” “estimates,”
“targets,” “intends,” “plans,” “predict,” “goal” and other similar
expressions or future or conditional verbs such as “will,” “may,”
“might,” “should,” “would” and “could.” Forward-looking statements
speak only as of the date they are made, and Bank of America
undertakes no obligation to update any forward-looking statement to
reflect the impact of circumstances or events that arise after the
date the forward-looking statement was made.
Forward-looking statements represent Bank of America’s current
expectations, plans or forecasts of its future results, revenues,
expenses, efficiency ratio, capital measures, and future business
and economic conditions more generally, and other future matters.
These statements are not guarantees of its future results or
performance and involve certain known and unknown risks,
uncertainties and assumptions that are difficult to predict and are
often beyond Bank of America’s control. Actual outcomes and results
may differ materially from those expressed in, or implied by, any
forward-looking statements. You should not place undue reliance on
any forward-looking statement and should consider all of the
uncertainties and risks discussed under Item 1A. “Risk Factors” of
Bank of America’s Annual Report on Form 10-K for the year ended
December 31, 2016 and in any of Bank of America's other subsequent
Securities and Exchange Commission filings.
Visit the Bank of America newsroom for more Bank of America
news.
www.bankofamerica.com
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version on businesswire.com: http://www.businesswire.com/news/home/20171220005492/en/
Reporters May Contact:Jerry Dubrowski, Bank of America,
1.646.855.1195jerome.f.dubrowski@bankofamerica.comInvestors May
Contact:Lee McEntire, Bank of America, 1.980.388.6780Jonathan G.
Blum, Bank of America (Fixed Income), 1.212.449.3112
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