Bank of America Corporation (the “Corporation”) today announced
the commencement of private offers (the “Exchange Offers”) for
Eligible Holders (as defined below) of the Corporation’s
outstanding debt securities listed in the tables below
(collectively, the “Existing Notes”) to exchange such Existing
Notes for new fixed/floating rate senior 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”).
In the first category of Exchange Offers (the “2023 Exchange
Offers”), the Corporation is offering to exchange the series of
Existing Notes listed in the table immediately below for new
Fixed/Floating Rate Senior Notes, due December 2023 (the “2023 New
Fixed/Floating Rate Senior Notes”), subject to the Maximum 2023 New
Notes Amount (as defined below).
CUSIP No. Title of
Security
Principal
Amount
Outstanding
Acceptance
Priority
Level
Reference U.S. Treasury
Security
Bloomberg
Reference
Page
Fixed
Spread
(bps)
Hypothetical Total
Exchange
Consideration (1)(2)
06051GDZ9 7.625% Senior Notes, due June 2019 $2,864,165,000 1
1.250% U.S.T due 5/31/19 FIT4 +20 $1,080.31 06051GEC9 5.625% Senior
Notes, due July 2020 $3,000,000,000 2 1.625% U.S.T due 6/30/20 FIT5
+25 $1,085.21 06051GEE5 5.875% Senior Notes, due January 2021
$1,500,000,000 3 1.750% U.S.T due 12/31/20 FIT5 +30 $1,105.49
06051GEX3 2.600% Senior Notes, due January 2019 $3,750,000,000 4
1.125% U.S.T due 1/15/19 FIT4 +10 $1,008.27 06051GFD6 2.650% Senior
Notes, due April 2019 $2,500,000,000 5 1.250% U.S.T due 3/31/19
FIT4 +10 $1,009.82 59018YN64 6.875% Senior Notes, due April 2018(3)
$5,500,000,000 6 0.750% U.S.T due 4/15/18 FIT3 +5 $1,018.78
06051GDX4 5.650% Senior Notes, due May 2018 $4,000,000,000 7 0.750%
U.S.T due 4/30/18 FIT3 +5 $1,015.14 590188JN9 6.875% Senior Notes,
due November 2018(3)(4) $1,031,000,000 8 1.250% U.S.T due 11/15/18
FIT4 +5 $1,045.76 590188JF6 6.500% Senior Notes, due July
2018(3)(4) $ 646,550,000 9 0.875% U.S.T due 7/15/18 FIT3 +5
$1,027.81
In the second category of Exchange Offers (“2028 Exchange
Offers”), the Corporation is offering to exchange the series of
Existing Notes listed in the table immediately below for new
Fixed/Floating Rate Senior Notes, due December 2028 (“2028 New
Fixed/Floating Rate Senior Notes”), subject to the Maximum 2028 New
Notes Amount (as defined below).
CUSIP No. Title of
Security
Principal
Amount
Outstanding
Acceptance
Priority
Level
Reference U.S. Treasury
Security
Bloomberg
Reference
Page
Fixed
Spread
(bps)
Hypothetical Total
Exchange
Consideration(1)(2)
06051GEM7 5.700% Senior Notes, due January 2022 $2,250,000,000 1
2.000% U.S.T due 11/30/22 FIT1 +25 $1,127.56 06051GEH8 5.000%
Senior Notes, due May 2021 $2,000,000,000 2 2.000% U.S.T due
11/30/22 FIT1 +15 $1,087.42 590188JB5 6.750% Senior Notes, due June
2028(3) $ 250,000,000 3 2.250% U.S.T due 11/15/27 FIT1 +125
$1,266.05 06051GFS3 3.875% Senior Notes, due August 2025
$3,500,000,000 4 2.250% U.S.T due 11/15/27 FIT1 +72 $1,049.96
06051GFG9 4.875% Senior Notes, due April 2044 $1,500,000,000 5
2.750% U.S.T due 8/15/47 FIT1 +85 $1,202.98 59018YTM3 6.050% Senior
Notes, due June 2034(3) $ 100,000,000 6 2.750% U.S.T due 8/15/47
FIT1 +140 $1,216.09 06051GFF1 4.000% Senior Notes, due April 2024
$2,750,000,000 7 2.250% U.S.T due 11/15/27 FIT1 +58 $1,057.29
06053FAA7 4.100% Senior Notes, due July 2023 $2,000,000,000 8
2.000% U.S.T due 11/30/22 FIT1 +76 $1,060.53 06051GFB0 4.125%
Senior Notes, due January 2024 $2,500,000,000 9 2.250% U.S.T due
11/15/27 FIT1 +54 $1,064.91 06051GFC8 5.000% Senior Notes, due
January 2044 $2,000,000,000 10 2.750% U.S.T due 8/15/47 FIT1 +92
$1,209.66 06051GEN5 5.875% Senior Notes, due February 2042
$1,500,000,000 11 2.750% U.S.T due 8/15/47 FIT1 +110 $1,304.15
(1)
For each category of Exchange Offers, the Total Exchange
Consideration (as defined below) is payable in a principal amount
of the applicable series of New Notes (as defined below) specified
in the tables above per each $1,000 principal amount of the
specified series of Existing Notes validly tendered and not validly
withdrawn at or prior to the Early Participation Date (as defined
below) and accepted for exchange, and includes the Early
Participation Premium (as defined below). Eligible Holders who
validly tender Existing Notes after the Early Participation Date,
but at or prior to the Expiration Date (as defined below), will
receive the Exchange Consideration (as defined below) which does
not include the Early Participation Premium. Neither the Total
Exchange Consideration nor the Exchange Consideration includes
accrued and unpaid interest on the Existing Notes, which will be
payable in cash on Existing Notes accepted for exchange in addition
to the Total Exchange Consideration or Exchange Consideration, as
applicable, as described in the Offering Memorandum.
(2)
Hypotheticals are shown for illustrative purposes only. Actual
amounts will be determined on the Price Determination Date (as
defined below). The Corporation makes no representation with
respect to the actual consideration that may be paid, and such
amounts may be greater or less than those shown in the above
tables. The hypothetical Total Exchange Consideration is the
applicable hypothetical principal amount of the applicable series
of New Notes issuable in respect of each $1,000 principal amount of
the applicable series of Existing Notes validly tendered and not
validly withdrawn at or prior to the Early Participation Date and
accepted for exchange. The hypothetical Total Exchange
Consideration is based on the fixed spread for the applicable
series of Existing Notes plus the bid-side yield of the Reference
U.S. Treasury Security for that series of Existing Notes appearing
on the applicable Bloomberg Reference Page as of 11 a.m. (New York
City time) on December 1, 2017.
(3)
Originally issued by Merrill Lynch & Co., Inc.
(4)
Listed on the Luxembourg Stock Exchange.
The principal amount of 2023 New Fixed/Floating Rate Senior
Notes and 2028 New Fixed/Floating Rate Senior Notes (together, the
“New Notes”) issuable in all of the Exchange Offers is initially
limited to $4,000,000,000 (the “Overall New Notes Issuance Limit”),
and the principal amount of New Notes issuable in each category of
Exchange Offers is initially limited to $2,000,000,000 (the
“Maximum 2023 New Notes Amount” or “Maximum 2028 New Notes
Amount”). However, the Corporation intends to increase these limits
to the extent necessary to allow the acceptance of all Existing
Notes validly tendered and not validly withdrawn at or prior to the
Early Participation Date up to an overall New Notes limit of
$12,000,000,000 and a New Notes limit for each category of Exchange
Offers of $6,000,000,000. In addition, the principal amount of each
series of Existing Notes that is accepted pursuant to the Exchange
Offers will be subject to the “acceptance priority level” (in
numerical priority order) set forth in the tables above and as
further described in the Offering Memorandum.
The “Price Determination Date” for the determination of the
Total Exchange Consideration and the Exchange Consideration will be
11 a.m., New York City time, on December 18, 2017, unless the Early
Participation Date is extended; in which case, a new Price
Determination Date may be established.
The “Total Exchange Consideration” for the Existing Notes of a
series validly tendered at or prior to the Early Participation
Date, and not validly withdrawn at or prior to the Withdrawal
Deadline (as defined below), is equal to the discounted value on
the expected Early Settlement Date (as defined below) of the
remaining payments of principal and interest (excluding accrued
interest) per $1,000 principal amount of the Existing Notes to the
applicable maturity date of Existing Notes, using a yield equal to
the sum of: (x) the bid-side yield on the applicable Reference U.S.
Treasury Security set forth with respect to each series of Existing
Notes in the tables above plus (y) the applicable fixed spread set
forth with respect to each series of Existing Notes in the tables
above. The Total Exchange Consideration includes the “Early
Participation Premium” of $50 principal amount of the applicable
series of New Notes for each $1,000 principal amount of Existing
Notes validly tendered and not validly withdrawn at or prior to the
Early Participation Date.
The “Exchange Consideration” for the Existing Notes validly
tendered after the Early Participation Date but at or prior to the
Expiration Date is equal to the Total Exchange Consideration minus
the Early Participation Premium.
The “Early Settlement Date” is expected to be December 20, 2017,
which is the third business day following the Early Participation
Date, and the “Final Settlement Date” is expected to be January 8,
2018, which is the second business day following the Expiration
Date.
The Exchange Offers will expire at 11:59 p.m., New York City
time, on January 4, 2018, unless extended by the Corporation (the
“Expiration Date”). To be eligible to receive the Total Exchange
Consideration, which includes the Early Participation Premium,
Eligible Holders must validly tender their Existing Notes at or
prior to 5 p.m., New York City time, on December 15, 2017 (unless
extended by the Corporation, the “Early Participation Date”). Valid
tenders of Existing Notes may be validly withdrawn at any time at
or prior to 5 p.m., New York City time, on December 15, 2017
(unless extended by the Corporation, the “Withdrawal Deadline”),
but not thereafter, unless otherwise required by law.
Consummation of each Exchange Offer is subject to the
satisfaction or waiver of certain conditions including (i) the
condition that at least $1,000,000,000 of each series of New Notes
be issued in the Exchange Offers, (ii) the condition that the
Existing Notes and the New Notes receive certain accounting and tax
treatment (as described in the Offering Memorandum) and (iii) the
absence of certain adverse legal and market developments and other
customary conditions. Each Exchange Offer may be amended, extended
or terminated individually.
The Exchange Offers are only made, and copies of the documents
relating to the Exchange Offers will only be made available, 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.
If and 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 will enter 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 statements
Certain 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/20171204005605/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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