0001193125-22-024925.txt : 20220202 0001193125-22-024925.hdr.sgml : 20220202 20220201211601 ACCESSION NUMBER: 0001193125-22-024925 CONFORMED SUBMISSION TYPE: FWP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20220202 DATE AS OF CHANGE: 20220201 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BANK OF AMERICA CORP /DE/ CENTRAL INDEX KEY: 0000070858 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 560906609 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: FWP SEC ACT: 1934 Act SEC FILE NUMBER: 333-257399 FILM NUMBER: 22581272 BUSINESS ADDRESS: STREET 1: BANK OF AMERICA CORPORATE CENTER STREET 2: 100 N TRYON ST CITY: CHARLOTTE STATE: NC ZIP: 28255 BUSINESS PHONE: 7043868486 MAIL ADDRESS: STREET 1: BANK OF AMERICA CORPORATE CENTER STREET 2: 100 N TRYON ST CITY: CHARLOTTE STATE: NC ZIP: 28255 FORMER COMPANY: FORMER CONFORMED NAME: BANKAMERICA CORP/DE/ DATE OF NAME CHANGE: 19981022 FORMER COMPANY: FORMER CONFORMED NAME: NATIONSBANK CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: NCNB CORP DATE OF NAME CHANGE: 19920107 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BANK OF AMERICA CORP /DE/ CENTRAL INDEX KEY: 0000070858 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 560906609 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: FWP BUSINESS ADDRESS: STREET 1: BANK OF AMERICA CORPORATE CENTER STREET 2: 100 N TRYON ST CITY: CHARLOTTE STATE: NC ZIP: 28255 BUSINESS PHONE: 7043868486 MAIL ADDRESS: STREET 1: BANK OF AMERICA CORPORATE CENTER STREET 2: 100 N TRYON ST CITY: CHARLOTTE STATE: NC ZIP: 28255 FORMER COMPANY: FORMER CONFORMED NAME: BANKAMERICA CORP/DE/ DATE OF NAME CHANGE: 19981022 FORMER COMPANY: FORMER CONFORMED NAME: NATIONSBANK CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: NCNB CORP DATE OF NAME CHANGE: 19920107 FWP 1 d302777dfwp.htm FWP FWP

Filed Pursuant to Rule 433

Registration No. 333-257399

BANK OF AMERICA CORPORATION

MEDIUM-TERM NOTES, SERIES N

$1,750,000,000

1.843% FIXED/FLOATING RATE SENIOR NOTES, DUE FEBRUARY 2025

FINAL TERM SHEET

Dated February 1, 2022

 

Issuer:    Bank of America Corporation
Ratings of this Series*:    A2 (Moody’s)/A- (S&P)/AA- (Fitch)
Title of the Series:    1.843% Fixed/Floating Rate Senior Notes, due February 2025 (the “Notes”)
Aggregate Principal Amount Initially Being Issued:    $1,750,000,000

Issue Price:

 

Selling Agents’ Commission:

   

100%

 

0.20%

Net Proceeds to Issuer:    $1,746,500,000
Trade Date:    February 1, 2022
Settlement Date:    February 4, 2022 (T+3)
Maturity Date:    February 4, 2025
Ranking:    Senior
Minimum Denominations:    $2,000 and multiples of $1,000 in excess of $2,000
Fixed Interest Rate:    1.843% per annum payable semi-annually in arrears for each semi-annual Interest Period from, and including, the Settlement Date to, but excluding, February 4, 2024 (the “Fixed Rate Period”).
Floating Interest Rate:    Base Rate plus the spread of 67 basis points per annum, payable quarterly in arrears for each quarterly Interest Period from, and including, February 4, 2024 to, but excluding, the Maturity Date (the “Floating Rate Period”).
Base Rate:    Compounded SOFR, which is a compounded average of daily SOFR (the Secured Overnight Financing Rate) as determined for each quarterly Interest Period during the Floating Rate Period in accordance with the Payment Delay Convention as set forth under “Description of the Notes—Floating-Rate Notes—Payment Delay Notes—Compounded SOFR, Compounded SONIA and Compounded CORRA—Determination of Compounded SOFR (Payment Delay)” in the Issuer’s Series N Prospectus Supplement dated August 4, 2021 (the “Prospectus Supplement”).
Compounded SOFR Convention:    Payment Delay Convention. See “Description of the Notes—Floating-Rate Notes—Payment Delay Notes” in the Prospectus Supplement.
Interest Periods:   

During the Fixed Rate Period, each semi-annual period from, and including, an Interest Payment Date (or, in the case of the first Interest Period, the Settlement Date) to, but excluding, the next Interest Payment Date.

 

During the Floating Rate Period, each quarterly period from, and including, an Interest Period Demarcation Date (or, in the case of the first Interest Period during the Floating Rate Period, February 4, 2024) to, but excluding, the next Interest Period Demarcation Date (or, in the

 

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   case of the final Interest Period, the Maturity Date or, if the Notes are redeemed, the redemption date).
Interest Period Demarcation Dates:    The 4th of each February, May, August, and November, commencing May 4, 2024 and ending on the Maturity Date or, if the Issuer elects to redeem the Notes prior to the Maturity Date, ending on the redemption date.
Interest Payment Dates:   

During the Fixed Rate Period, February 4 and August 4 of each year, beginning August 4, 2022 and ending February 4, 2024.

 

During the Floating Rate Period, the second Business Day following each Interest Period Demarcation Date; provided that the Interest Payment Date with respect to the final Interest Period will be the Maturity Date or, if the Notes are redeemed, the redemption date.

Rate Cut-Off Date:   

The second U.S. Government Securities Business Day prior to the Maturity Date or redemption date, as applicable.

 

For purposes of calculating Compounded SOFR with respect to the final Interest Period, the level of SOFR for each U.S. Government Securities Business Day in the period from, and including, the Rate Cut-Off Date to, but excluding, the Maturity Date or redemption date, as applicable, shall be the level of SOFR in respect of such Rate Cut-Off Date.

Day Count Convention:    30/360 during the Fixed Rate Period, Actual/360 during the Floating Rate Period
Business Days:   

During the Fixed Rate Period, New York/Charlotte

 

During the Floating Rate Period, New York/Charlotte and U.S.

 

Government Securities Business Day

Business Day Convention:   

During the Fixed Rate Period, Following Unadjusted Business Day Convention

 

During the Floating Rate Period, Modified Following Business Day Convention (Adjusted)

Treasury Benchmark:    2 year U.S. Treasury, due January 31, 2024
Treasury Yield:    1.173%
Treasury Benchmark Price:    99-13 1⁄4
Spread to Treasury Benchmark:    67 bps
Reoffer Yield:    1.843%
Listing:    None
Lead Manager and Sole Book-Runner:    BofA Securities, Inc.
Co-Managers:   

Apto Partners, LLC

Drexel Hamilton, LLC

Great Pacific Securities

Loop Capital Markets LLC

MFR Securities, Inc.

Telsey Advisory Group LLC

ABN AMRO Securities (USA) LLC

ANZ Securities, Inc.

BBVA Securities Inc.

BMO Capital Markets Corp.

CIBC World Markets Corp.

DBS Bank Ltd.

 

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HSBC Securities (USA) Inc

ING Financial Markets LLC

Intesa Sanpaolo S.p.A.

KeyBanc Capital Markets Inc.

Lloyds Securities Inc.

Mizuho Securities USA LLC

MUFG Securities Americas Inc.

Natixis Securities Americas LLC

Nomura Securities International, Inc.

Nordea bank Abp

PNC Capital Markets LLC

Santander Investment Securities Inc.

Scotia Capital (USA) Inc.

SMBC Nikko Securities America, Inc.

Standard Chartered Bank

SVB Securities LLC

UniCredit Capital Markets LLC

U.S. Bancorp Investments, Inc.

Westpac Capital Markets LLC

CUSIP:    06051GKG3
ISIN:    US06051GKG37
Concurrent Offerings:   

$750,000,000 Floating Rate Senior Notes, due February 2025

$500,000,000 Floating Rate Senior Notes, due February 2028

$2,250,000,000 2.551% Fixed/Floating Rate Senior Notes, due February 2028

$3,750,000,000 2.972% Fixed/Floating Rate Senior Notes, due February 2033

Optional Redemption:    The Issuer may redeem the Notes at its option, (a) in whole, but not in part, on February 4, 2024, or (b) in whole at any time or in part from time to time, on or after January 3, 2025 and prior to the Maturity Date, in each case, upon at least 5 business days’ but not more than 60 calendar days’ prior written notice to holders of the Notes at a redemption price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest, if any, thereon to, but excluding, the redemption date.
Optional Make-Whole Redemption:    The Issuer may redeem the Notes, at its option, in whole at any time or in part from time to time, on or after August 4, 2022 (or, if additional Notes are issued after February 4, 2022, on or after the date that is six months after the issue date of such additional Notes), and prior to February 4, 2024, upon at least 5 business days’ but not more than 60 calendar days’ prior written notice to the holders of the Notes, at a “make-whole” redemption price calculated as set forth in the Prospectus Supplement under “Description of the Notes—Redemption—Make-Whole Redemption.” For purposes of the make-whole redemption, the “spread” is 12.5 basis points.

 

*

Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. Each of the security ratings above should be evaluated independently of any other security rating.

 

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Bank of America Corporation (the “Issuer”) has filed a registration statement (including the 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, including additional information about SOFR as well as risks relating to SOFR. 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 Prospectus Supplement and the prospectus if you request them by contacting BofA Securities, Inc., toll free at 1-800-294-1322. You may also request copies by e-mail from fixedincomeir@bofa.com or dg.prospectus_requests@bofa.com.

 

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