CHARLOTTE, N.C., Nov. 28,
2022 /PRNewswire/ -- Bank of America Corporation
("Bank of America") (NYSE: BAC) previously announced the
commencement of 14 concurrent, but separate, offers (collectively,
the "Offers") by BofA Securities, Inc. ("BofA
Securities"), a wholly owned indirect subsidiary of Bank of
America, to purchase for cash up to $1.5
billion in aggregate Liquidation Preference (as defined
below) of outstanding Depositary Shares, representing fractional
interests in 14 separate series of Bank of America preferred
stock (such depositary shares, collectively, the
"Depositary Shares," and such depositary shares representing
a specific series of such preferred stock, a "series" of
Depositary Shares), upon the terms and subject
to the conditions set forth in BofA
Securities' Offer to Purchase, dated November 10, 2022 (as amended, and as may be
further amended or supplemented from time to time,
the "Offer to Purchase") and the accompanying
Letter of Transmittal (together with the Offer to Purchase, the
"Offer Documents"). Today, Bank of America announces
the hypothetical Accrued Dividends (as defined below) and
hypothetical Total Consideration for the LIBOR Depositary Shares
(as defined below) sought in the Offers, as described in greater
detail below and certain amendments to the Offer to
Purchase.
As previously announced and as described in the Offer to
Purchase, the total consideration payable for Depositary Shares of
certain series that are purchased pursuant to the Offers (such
amount, with respect to Depositary Shares of a series, the
"Total Consideration"), including the Series E Depositary
Shares, the Series 1 Depositary Shares, and the Series 5 Depositary
Shares listed in the table below (such series of Depositary Shares
collectively, the "LIBOR Depositary Shares") will equal the
applicable Offer Price (as specified in the Offer to Purchase and
set forth in the table below) for such Depositary Shares, plus the
applicable Accrued Dividends (as defined in the Offer to Purchase)
for such Depositary Shares. The dividend rates for the LIBOR
Depositary Shares are reset quarterly based on 3-month U.S. dollar
LIBOR. Such dividend rates were reset following BofA Securities'
commencement of the Offers. As a result, as of the date of the
commencement of the Offers, the applicable dividend rates to be
used to calculate hypothetical Accrued Dividends for the LIBOR
Depositary Shares were not known, and it was not possible to
determine hypothetical Accrued Dividends and hypothetical Total
Consideration for the LIBOR Depositary Shares. Such applicable
dividend rates for the series of the LIBOR Depositary Shares, as
well as the hypothetical Accrued Dividends and hypothetical Total
Consideration for such LIBOR Depositary Shares, have now been
determined and calculated. The table below sets forth certain
information relating to the LIBOR Depositary Shares, including the
hypothetical Accrued Dividends and hypothetical Total
Consideration.
|
|
|
|
|
|
Per Depositary
Share
|
APL
|
|
Depositary Shares
Representing
Fractional Interests in Series of
Bank of America Preferred Stock
|
|
CUSIP
No.
|
|
Liquidation
Preference1
|
|
Offer
Price
|
|
Hypothetical
Accrued Dividends2
|
|
Hypothetical
Total Consideration2
|
4
|
|
Depositary Shares, each
representing a 1/1,000th interest in a share of Floating
Rate Non-Cumulative Preferred Stock, Series E ("Series E
Depositary Shares")
|
|
060505815
|
|
$25.00
|
|
$19.22
|
|
$0.0963694
|
|
$19.3163694
|
5
|
|
Depositary Shares, each
representing a 1/1,200th interest in a share of Floating
Rate Non-Cumulative Preferred Stock, Series 1 ("Series 1
Depositary Shares")
|
|
060505633
|
|
$25.00
|
|
$18.92
|
|
$0.0571489
|
|
$18.9771489
|
12
|
|
Depositary Shares, each
representing a 1/1,200th interest in a share of Floating
Rate Non-Cumulative Preferred Stock, Series 5 ("Series 5
Depositary Shares")
|
|
060505583
|
|
$25.00
|
|
$19.17
|
|
$0.0790691
|
|
$19.2490691
|
____________
1
|
As used in this news
release, the term "Liquidation Preference" for a Depositary
Share means an amount equal to the product of the liquidation
preference for a share of the applicable underlying preferred stock
of Bank of America ($25,000 for a share of preferred stock
underlying the Series E Depositary Shares, and $30,000 for a share
of preferred stock underlying the Series 1 Depositary Shares and
Series 5 Depositary Shares) and the fractional interest in such
share of preferred stock that such Depositary Share represents as
set forth in the table above.
|
2
|
If, as scheduled, the
Settlement Date (as defined below) occurs on December 13, 2022,
then the Total Consideration payable for any LIBOR Depositary
Shares that are purchased pursuant to the applicable Offer will
equal the applicable "Offer Price" for such Depositary
Shares as set forth in the table above, plus, the applicable
hypothetical Accrued Dividends for such Depositary Shares as set
forth in the table above.
|
The Offers will expire one minute after 11:59 p.m., New York
City time, on December 9,
2022, unless extended or earlier terminated by BofA
Securities (such time and date, as the same may be extended with
respect to an Offer, the "Expiration Date").
The settlement date for each Offer will be promptly after the
Expiration Date for such offer (the "Settlement Date"). The
Settlement Date for each Offer is scheduled to be December 13, 2022.
Note that market prices for the Series PP Depositary Shares,
Series QQ Depositary Shares, Series NN Depositary Shares, Series E
Depositary Shares, Series 1 Depositary Shares, Series SS Depositary
Shares, Series LL Depositary Shares, Series KK Depositary Shares,
Series 5 Depositary Shares and Series HH Depositary Shares
(collectively, the "Listed Depositary Shares") include
accrued but unpaid dividends. Pursuant to the terms of the
Offers, the Total Consideration payable for the Depositary Shares
of such series, including LIBOR Depositary Shares, is expressed as
the sum of the applicable Offer Price for such Depositary Shares
plus hypothetical Accrued Dividends set forth in the table
above. Accordingly, when comparing the consideration payable
in the applicable Offer for Listed Depositary Shares of such
series, including the LIBOR Depositary Shares, to market prices,
you should refer to the sum of the Offer Price and hypothetical
Accrued Dividends.
In addition, Bank of America announces certain amendments to the
Offer to Purchase, consisting of (i) conforming changes relating to
the LIBOR Depositary Shares, (ii) a change to the section entitled
"Forward-Looking Statements" and (iii) certain changes to the
conditions of the Offers. Such amendments are set forth in
Amendment No. 1 to Schedule TO (the "Amended TO") to be
filed today by Bank of America with the Securities and Exchange
Commission ("SEC").
Holders are urged to read the Offer Documents carefully before
making any decision with respect to an Offer. Holders must make
their own decisions as to whether to tender their Depositary
Shares, and, if so, the number of their Depositary Shares to
tender.
Holders may obtain copies of the Amended TO filed by Bank of
America with the SEC today or copies of the Offer Documents online
at the website of the SEC at www.sec.gov as exhibits to the Tender
Offer Statement on Schedule TO filed by Bank of America with the
SEC on November 10, 2022.
D.F. King & Co, Inc. will act as the Tender Agent and the
Information Agent for the Offers. Questions or requests for
assistance related to the Offers or for copies of the Offer
Documents may be directed to D.F. King & Co, Inc. at (800)
713-9960 or by email at bofa@dfking.com. Any questions
concerning the terms of the Offers should be directed to BofA
Securities at (980) 683-3215, or toll-free at (888) 292-0070, or by
email at debt_advisory@bofa.com. You may also contact your
broker, dealer, commercial bank, trust company or other nominee for
assistance concerning the Offers.
General
This news release is for informational purposes only and is not
an offer to purchase or a solicitation of an offer to sell any
Depositary Shares or any other securities of BofA Securities, Bank
of America or any of their respective subsidiaries. The Offers are
being made solely pursuant to the Offer Documents. None of BofA
Securities, Bank of America, their respective Boards of Directors,
the Tender Agent or the
Information Agent makes any recommendation as to whether
you should tender your Depositary Shares in the
Offers and no one has been authorized by any of them to make such a
recommendation. Holders must make their own decisions as to
whether to tender their Depositary Shares, and, if so, the
Liquidation Preference of their Depositary Shares to tender. Please
refer to the Offer Documents for a description of terms,
conditions, disclaimers and other information applicable to the
Offers.
Neither BofA Securities nor Bank of America is aware of any
jurisdiction in which the holders of the Depositary Shares are
located where the making of the Offer is not in compliance with
applicable law. If BofA Securities becomes aware of any
jurisdiction where the making of the Offer is not in compliance
with applicable law, BofA Securities will make a good faith effort
to comply with the applicable law. If, after such good faith
effort, BofA Securities cannot comply with the applicable law, BofA
Securities will not make the Offer to the holders of Depositary
Shares in that jurisdiction, provided that BofA Securities will
comply with the requirements of Rule 13e-4(f)(8) promulgated under
the Securities Exchange Act of 1934. BofA Securities is not
disseminating the Offer Documents in any jurisdictions outside
the United States where such
dissemination is not permitted under applicable law.
Forward-Looking Statements
Certain statements contained in this news release may constitute
forward-looking statements. These forward-looking statements
represent the current expectations, plans or forecasts of Bank of
America or BofA Securities based on available information.
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, except as required by the U.S. federal
securities laws, Bank of America and BofA Securities undertake 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.
These statements are not guarantees of future results or
performance and involve certain known and unknown risks,
uncertainties and assumptions that are difficult to predict and are
often beyond the control of Bank of America or BofA
Securities. Actual outcomes and results may differ materially
from those expressed in, or implied by, any forward-looking
statements due to a variety of factors. 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
fiscal year ended December 31, 2021
and in any of Bank of America's other subsequent Securities and
Exchange Commission filings.
Bank of America
Bank of America is one of the world's leading financial
institutions, serving individual consumers, small and middle-market
businesses and large corporations with a full range of banking,
investing, asset management and other financial and risk management
products and services. The company provides unmatched
convenience in the United States,
serving approximately 68 million consumer and small business
clients with approximately 3,900 retail financial centers,
approximately 16,000 ATMs and award-winning digital banking with
approximately 56 million verified digital users. Bank of
America is a global leader in wealth management, corporate and
investment banking and trading across a broad range of asset
classes, serving corporations, governments, institutions and
individuals around the world. Bank of America offers
industry-leading support to approximately 3 million small business
households through a suite of innovative, easy-to-use online
products and services. The company serves clients through
operations across the United
States, its territories and approximately 35
countries. Bank of America Corporation stock (NYSE: BAC) is
listed on the New York Stock Exchange.
For more Bank of America news, visit the Bank of America
newsroom and register for news email alerts.
www.bankofamerica.com
Investors May Contact:
Lee
McEntire, Bank of America
Phone: 1.980.388.6780
lee.mcentire@bofa.com
Jonathan G. Blum, Bank of America
(Fixed Income)
Phone: 1.212.449.3112
jonathan.blum@bofa.com
Reporters May Contact:
Bill
Halldin, Bank of America
Phone: 1.916.718.1251
william.halldin@bofa.com
Christopher P. Feeney, Bank of
America
Phone: 1.980.386.6794
christopher.feeney@bofa.com
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SOURCE Bank of America Corporation