|
Subject to Completion
Preliminary Term Sheet dated May 2, 2024 |
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-268718 and 333-268718-01 (To Prospectus dated December 30, 2022, Prospectus Supplement dated December 30, 2022 and Product Supplement EQUITY STR-1 dated May 31, 2023) |
Units
$10 principal amount per unit CUSIP No. ![]() |
Pricing Date*
Settlement Date* Maturity Date* |
May , 2024
May , 2024 May , 2027 |
|||
*Subject to change based on the actual date the notes are priced for initial sale to the public (the “pricing date”)
|
|||||
|
|
|
|
||
BofA Finance LLC
Autocallable Strategic Accelerated Redemption Securities® Linked to the VanEck® Gold Miners ETF
Fully and Unconditionally Guaranteed by Bank of America Corporation
■
Automatically callable if the Observation Level of the Underlying Fund on any Observation Date, occurring approximately one, two and three years after the pricing date, is at or above the Starting Value
■
In the event of an automatic call, the amount payable per unit will be:
■
[$11.40 to $11.50] if called on the first Observation Date
■
[$12.80 to $13.00] if called on the second Observation Date
■
[$14.20 to $14.50] if called on the final Observation Date
■
If not called on the first or second Observation Dates, a maturity of approximately three years
■
If not called, 1-to-1 downside exposure to decreases in the Underlying Fund, with up to 100% of your principal at risk
■
All payments are subject to the credit risk of BofA Finance LLC, as issuer of the notes, and the credit risk of Bank of America Corporation, as guarantor of the notes
■
No periodic interest payments
■
In addition to the underwriting discount set forth below, the notes include a hedging-related charge of $0.05 per unit. See “Structuring the Notes”
■
Limited secondary market liquidity, with no exchange listing
|
|||||
|
|
Per Unit
|
Total
|
Public offering price(1)
|
$10.00
|
$
|
Underwriting discount(1)
|
$ 0.20
|
$
|
Proceeds, before expenses, to BofA Finance
|
$ 9.80
|
$
|
(1)
|
For any purchase of 300,000 units or more in a single transaction by an individual investor or in combined transactions with the investor's household in this offering, the public offering price and the underwriting discount will be $9.95 per unit and $0.15 per unit, respectively. See “Supplement to the Plan of Distribution; Conflicts of Interest” below.
|
Are Not FDIC Insured
|
Are Not Bank Guaranteed
|
May Lose Value
|
Autocallable Strategic Accelerated Redemption Securities®
Linked to the VanEck® Gold Miners ETF, due May , 2027
|
|
Terms of the Notes
|
Payment Determination
|
||
Issuer:
|
BofA Finance LLC (“BofA Finance”)
|
Automatic Call Provision:
![]() Redemption Amount Determination:
If the notes are not called you will receive the Redemption Amount per unit on the maturity date, determined as follows:
![]() |
|
Guarantor:
|
Bank of America Corporation (“BAC”)
|
||
Principal Amount:
|
$10.00 per unit
|
||
Term:
|
Approximately three years, if not called on the first or second Observation Dates
|
||
Market Measure:
|
The VanEck Gold Miners ETF (Bloomberg symbol: "GDX ")
|
||
Starting Value:
|
The Closing Market Price of the Market Measure on the pricing date.
|
||
Ending Value:
|
The Observation Level of the Market Measure on the final Observation Date
|
||
Observation Level:
|
The Closing Market Price of the Market Measure on the applicable Observation Date multiplied by its Price Multiplier as of that day.
|
||
Observation Dates:
|
On or about May , 2025, May , 2026 and May , 2027 (the final Observation Date), approximately one, two and three years after the pricing date. The Observation Dates are subject to postponement in the event of Market Disruption Events, as described on page PS-29 of the accompanying product supplement.
|
||
Call Level:
|
100% of the Starting Value
|
Because the Threshold Value for the notes is equal to the Starting Value, you will lose all or a portion of your investment if the Ending Value is less than the Starting Value.
|
|
Call Amounts (per Unit) and Call Premiums:
|
[$11.40 to $11.50], representing a Call Premium of [14.00% to 15.00%] of the principal amount, if called on the first Observation Date;
[$12.80 to $13.00], representing a Call Premium of [28.00% to 30.00%] of the principal amount, if called on the second Observation Date;
[$14.20 to $14.50], representing a Call Premium of [42.00% to 45.00%] of the principal amount, if called on the final Observation Date.
The actual Call Amounts and Call Premiums will be determined on the pricing date.
|
|
|
Call Settlement Dates:
|
Approximately the fifth business day following the applicable Observation Date, subject to postponement as described on page PS-26 of the accompanying product supplement; provided however, that the Call Settlement Date related to the final Observation Date will be the maturity date.
|
|
|
Price Multiplier:
|
1, subject to adjustment for certain events relating to the Market Measure, as described beginning on page PS-29 of the accompanying product supplement.
|
||
Threshold Value:
|
100% of the Starting Value.
|
Strategic Accelerated Redemption Securities®
|
TS-2
|
Autocallable Strategic Accelerated Redemption Securities®
Linked to the VanEck® Gold Miners ETF, due May , 2027
|
|
Fees and Charges:
|
The underwriting discount of $0.20 per unit listed on the cover page and the hedging-related charge of $0.05 per unit described in “Structuring the Notes” on page TS-16.
|
|
Calculation Agent:
|
BofA Securities, Inc. (“BofAS”), an affiliate of BofA Finance.
|
Strategic Accelerated Redemption Securities®
|
TS-3
|
Autocallable Strategic Accelerated Redemption Securities®
Linked to the VanEck® Gold Miners ETF, due May , 2027
|
|
■
|
Product supplement EQUITY STR-1 dated May 31, 2023:
https://www.sec.gov/Archives/edgar/data/70858/000119312523158526/d500728d424b2.htm |
■
|
Series A MTN prospectus supplement dated December 30, 2022 and prospectus dated December 30, 2022:
https://www.sec.gov/Archives/edgar/data/1682472/000119312522315195/d409418d424b3.htm |
You may wish to consider an investment in the notes if:
|
The notes may not be an appropriate investment for you if:
|
■
You anticipate that the Observation Level of the Underlying Fund on any of the Observation Dates will be equal to or greater than the Starting Value and, in that case, you accept an early exit from your investment.
■
You accept that the return on the notes will be limited to the return represented by the applicable Call Premium even if the percentage change in the level of the Underlying Fund is greater than the applicable Call Premium.
■
If the notes are not automatically called, you accept that your investment will result in a loss, which could be significant, if the Ending Value is below the Threshold Value.
■
You are willing to forgo the interest payments that are paid on conventional interest-bearing debt securities.
■
You are willing to forgo dividends or other benefits of owning shares of the Underlying Fund or the securities held by the Underlying Fund.
■
You are willing to accept a limited or no market for sales prior to maturity, and understand that the market prices for the notes, if any, will be affected by various factors, including our and BAC's actual and perceived creditworthiness, BAC's internal funding rate and fees and charges on the notes.
■
You are willing to assume our credit risk, as issuer of the notes, and BAC's credit risk, as guarantor of the notes, for all payments under the notes, including the Call Amounts and the Redemption Amount.
|
■
You wish to make an investment that cannot be automatically called prior to maturity.
■
You believe that the notes will not be automatically called and the value of the Underlying Fund will decrease from the Starting Value to the Ending Value.
■
You anticipate that the Observation Level will be less than the Call Level on each Observation Date.
■
You seek an uncapped return on your investment.
■
You seek principal repayment or preservation of capital.
■
You seek interest payments or other current income on your investment.
■
You want to receive dividends or other distributions paid on the stocks included in the Index.
■
You seek an investment for which there will be a liquid secondary market.
■
You are unwilling or are unable to take market risk on the notes or to take our credit risk as issuer of the notes or to take BAC's credit risk, as guarantor of the notes.
|
Strategic Accelerated Redemption Securities®
|
TS-4
|
Autocallable Strategic Accelerated Redemption Securities®
Linked to the VanEck® Gold Miners ETF, due May , 2027
|
|
1)
|
a Starting Value of 100.00;
|
2)
|
a Threshold Value of 100.00;
|
3)
|
a Call Level of 100.00;
|
4)
|
an expected term of the notes of approximately three years, if the notes are not called on the first or second Observation Dates;
|
5)
|
a Call Premium of 14.50% of the principal amount if the notes are called on the first Observation Date; 29.00% if called on the second Observation Date; and 43.50% if called on the final Observation Date (the midpoint of the applicable Call Premium ranges); and
|
6)
|
Observation Dates occurring approximately one, two and three years after the pricing date.
|
Strategic Accelerated Redemption Securities®
|
TS-5
|
Autocallable Strategic Accelerated Redemption Securities®
Linked to the VanEck® Gold Miners ETF, due May , 2027
|
|
|
Notes Are Called on an Observation Date
|
Notes Are Not Called on Any Observation Date
|
||
|
Example 1
|
Example 2
|
Example 3
|
Example 4
|
Starting Value
|
100.00
|
100.00
|
100.00
|
100.00
|
Call level
|
100.00
|
100.00
|
100.00
|
100.00
|
Threshold value
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
Observation Level on the first Observation Date
|
105.00%
|
78.00%
|
78.00%
|
78.00%
|
Observation Level on the second Observation Date
|
N/A
|
105.00%
|
78.00%
|
78.00%
|
Observation Level on the third Observation Date
|
N/A
|
N/A
|
105.00%
|
85.00%
|
Return of the Underlying Fund
|
5.00%
|
5.00%
|
5.00%
|
-15.00%
|
Return of the Notes
|
14.50%
|
29.00%
|
43.50%
|
-15.00%
|
Call Amount /
Redemption Amount per Unit
|
$11.45
|
$12.90
|
$14.35
|
$8.50
|
Strategic Accelerated Redemption Securities®
|
TS-6
|
Autocallable Strategic Accelerated Redemption Securities®
Linked to the VanEck® Gold Miners ETF, due May , 2027
|
|
■
|
If the notes are not automatically called, your investment may result in a loss; there is no guaranteed return of principal.
|
■
|
Your return on the notes may be less than the yield you could earn by owning a conventional fixed or floating rate debt security of comparable maturity.
|
■
|
Payments on the notes are subject to our credit risk, and the credit risk of BAC, and any actual or perceived changes in our or BAC’s creditworthiness are expected to affect the value of the notes. If we and BAC become insolvent or are unable to pay our respective obligations, you may lose your entire investment.
|
■
|
Your investment return is limited to the return represented by the applicable Call Premium and may be less than a comparable investment directly in the Underlying Fund or the securities held by the Underlying Fund.
|
■
|
We are a finance subsidiary and, as such, have no independent assets, operations or revenues.
|
■
|
BAC’s obligations under its guarantee of the notes will be structurally subordinated to liabilities of its subsidiaries.
|
■
|
The notes issued by us will not have the benefit of any cross-default or cross-acceleration with other indebtedness of BofA Finance or BAC; events of bankruptcy or insolvency or resolution proceedings relating to BAC and covenant breach by BAC will not constitute an event of default with respect to the notes.
|
■
|
The initial estimated value of the notes considers certain assumptions and variables and relies in part on certain forecasts about future events, which may prove to be incorrect. The initial estimated value of the notes is an estimate only, determined as of a particular point in time by reference to our and our affiliates’ pricing models. These pricing models consider certain assumptions and variables, including our credit spreads and those of BAC, BAC’s internal funding rate on the pricing date, mid-market terms on hedging transactions, expectations on interest rates and volatility, price-sensitivity analysis, and the expected term of the notes. These pricing models rely in part on certain forecasts about future events, which may prove to be incorrect.
|
■
|
The public offering price you pay for the notes will exceed the initial estimated value. If you attempt to sell the notes prior to maturity, their market value may be lower than the price you paid for them and lower than the initial estimated value. This is due to, among other things, changes in the price of the Underlying Fund, changes in BAC’s internal funding rate, and the inclusion in the public offering price of the underwriting discount and the hedging-related charge, all as further described in “Structuring the Notes” on page TS-16. These factors, together with various credit, market and economic factors over the term of the notes, are expected to reduce the price at which you may be able to sell the notes in any secondary market and will affect the value of the notes in complex and unpredictable ways.
|
■
|
The initial estimated value does not represent a minimum or maximum price at which we, BAC, MLPF&S, BofAS or any of our other affiliates would be willing to purchase your notes in any secondary market (if any exists) at any time. The value of your notes at any time after issuance will vary based on many factors that cannot be predicted with accuracy, including the performance of the Underlying Fund, our and BAC’s creditworthiness and changes in market conditions.
|
■
|
A trading market is not expected to develop for the notes. None of us, BAC, MLPF&S or BofAS is obligated to make a market for, or to repurchase, the notes. There is no assurance that any party will be willing to purchase your notes at any price in any secondary market.
|
■
|
BAC and its affiliates’ hedging and trading activities (including trades in the Underlying Fund or in shares of companies included in the Underlying Fund) and any hedging and trading activities BAC or its affiliates engage in that are not for your account or on your behalf, may affect the market value and return of the notes and may create conflicts of interest with you.
|
■
|
There may be potential conflicts of interest involving the calculation agent, which is an affiliate of ours. We have the right to appoint and remove the calculation agent.
|
■
|
The sponsor and investment advisor of the Underlying Fund may adjust the Underlying Fund in a way that could adversely impact the value of the notes and the amount payable on the notes, and these entities have no obligation to consider your interests.
|
■
|
The sponsor of the Underlying Fund’s underlying index (the “Underlying Index”) may adjust the Underlying Index in a way that affects its level, and has no obligation to consider your interests.
|
Strategic Accelerated Redemption Securities®
|
TS-7
|
Autocallable Strategic Accelerated Redemption Securities®
Linked to the VanEck® Gold Miners ETF, due May , 2027
|
|
■
|
You will have no rights of a holder of the Underlying Fund or the securities held by the Underlying Fund, and you will not be entitled to receive securities or dividends or other distributions by the issuers of those securities.
|
■
|
While BAC and our other affiliates may from time to time own securities of companies included in the Underlying Fund,we, BAC and our other affiliates do not control any company included in the Underlying Fund, and have not verified any disclosure made by any other company.
|
■
|
There are liquidity and management risks associated with the Underlying Fund.
|
■
|
The performance of the Underlying Fund may not correlate with the performance of its Underlying Index as well as the net asset value per share of the Underlying Fund, especially during periods of market volatility when the liquidity and the market price of shares of the Underlying Fund and/or securities held by the Underlying Fund may be adversely affected, sometimes materially.
|
■
|
Risks associated with the Underlying Index or the underlying assets of the Underlying Fund will affect the share price of the Underlying Fund and hence, the value of the notes.
|
■
|
The payments on the notes will not be adjusted for all corporate events that could affect the Underlying Fund. See “Description of the Notes—Anti-Dilution and Discontinuance Adjustments Relating to Underlying Funds” beginning on PS-31 of product supplement EQUITY STR-1.
|
■
|
The U.S. federal income tax consequences of the notes are uncertain, and may be adverse to a holder of the notes. See “Summary Tax Consequences” below and “U.S. Federal Income Tax Summary” beginning on page PS-41 of the accompanying product supplement.
|
Strategic Accelerated Redemption Securities®
|
TS-8
|
Autocallable Strategic Accelerated Redemption Securities®
Linked to the VanEck® Gold Miners ETF, due May , 2027
|
|
Strategic Accelerated Redemption Securities®
|
TS-9
|
Autocallable Strategic Accelerated Redemption Securities®
Linked to the VanEck® Gold Miners ETF, due May , 2027
|
|
Strategic Accelerated Redemption Securities®
|
TS-10
|
Autocallable Strategic Accelerated Redemption Securities®
Linked to the VanEck® Gold Miners ETF, due May , 2027
|
|
Strategic Accelerated Redemption Securities®
|
TS-11
|
Autocallable Strategic Accelerated Redemption Securities®
Linked to the VanEck® Gold Miners ETF, due May , 2027
|
|
1.
|
the weight of any single component security may not account for more than 20% of the total value of the Underlying Index;
|
2.
|
the component securities are split into two subgroups-large and small, which are ranked by unadjusted market capitalization weight in the Underlying Index. Large securities are defined as having a starting index weight greater than or equal to 5%. Small securities are defined as having a starting index weight below 5%; and
|
3.
|
the final aggregate weight of those component securities which individually represent more than 4.5% of the total value of the Underlying Index may not account for more than 45% of the total index value.
|
Strategic Accelerated Redemption Securities®
|
TS-12
|
Autocallable Strategic Accelerated Redemption Securities®
Linked to the VanEck® Gold Miners ETF, due May , 2027
|
|
(1)
|
Removal of constituents. Any stock deleted from the Underlying Index as a result of a corporate action such as a merger, acquisition, spin-off, delisting or bankruptcy is typically not replaced with a new constituent. The total number of stocks in the Underlying Index is reduced by one every time a company is deleted. In certain circumstances, IDI may decide to add another constituent into the Underlying Index as a result of the pending removal of a current constituent. If a company is removed from the Underlying Index, the divisor will be adapted to maintain the index level.
|
a.
|
Mergers and acquisitions. In the event that a merger or acquisition occurs between members of the Underlying Index, the acquired company is deleted and its market capitalization moves to the acquiring company’s stock. In the event that only one of the parties to a merger or acquisition is a member of the Underlying Index, an acquiring member of the Underlying Index continues as a member of the Underlying Index and its shares will be adjusted at the next rebalance while an acquired member of the Underlying Index is removed from the Underlying Index and its market capitalization redistributed proportionately across the remaining constituents via a divisor adjustment, and the acquiring company may be considered for inclusion at the next rebalance.
|
b.
|
Suspensions and company distress. Immediately upon a company’s filing for bankruptcy, an announcement will be made to remove the constituent from the Underlying Index effective for the next trading day. If the constituent is trading on an over-the-counter market, the last trade or price on that market is utilized as the deletion price on that day. If the stock does not trade on the relevant exchange between the bankruptcy announcement and the current index business day, the stock may be deleted from the Underlying Index with a presumed market value of $0.
|
c.
|
Split-up / spin-off. The closing price of the index constituent is adjusted by the value of the spin-off and the shares of the index constituent will not be adjusted.
|
(2)
|
Dividends. The Underlying Index will be adjusted for dividends that are special. To determine whether a dividend should be considered a special dividend, the compiler will use the following criteria: (a) the declaration of a dividend additional to those dividends declared as part of a company’s normal results and dividend reporting cycle; or (b) the identification of an element of a dividend paid in line with a company’s normal results and dividend reporting cycle as an element that is unambiguously additional to the company’s normal payment.
|
(3)
|
Rights issues and other rights. In the event of a rights issue, the price is adjusted for the value of the right before the open on the ex-date, and the shares are increased to maintain the constituent’s existing weighting within the Underlying Index. The adjustment assumes that the rights issue is fully subscribed. The amount of the price adjustment is determined from the terms of the rights issue, including the subscription price, and the price of the underlying security. IDI shall only enact adjustments if the rights represent a positive value, or are in-the-money, or, alternatively, represent or can be converted into a tangible cash value.
|
Strategic Accelerated Redemption Securities®
|
TS-13
|
Autocallable Strategic Accelerated Redemption Securities®
Linked to the VanEck® Gold Miners ETF, due May , 2027
|
|
(4)
|
Bonus issues, stock splits and reverse stock splits. For bonus issues, stock splits and reverse stock splits, the number of shares included in the Underlying Index will be adjusted in accordance with the ratio given in the corporate action. Since the event won’t change the value of the company included in the Underlying Index, the divisor will not be changed because of this.
|
(5)
|
Changes in number of shares. Changes in the number of shares outstanding, typically due to share repurchases, tenders or offerings, will not be reflected in the Underlying Index.
|
Strategic Accelerated Redemption Securities®
|
TS-14
|
Autocallable Strategic Accelerated Redemption Securities®
Linked to the VanEck® Gold Miners ETF, due May , 2027
|
|
●
|
the investor’s spouse (including a domestic partner), siblings, parents, grandparents, spouse’s parents, children and grandchildren, but excluding accounts held by aunts, uncles, cousins, nieces, nephews or any other family relationship not directly above or below the individual investor;
|
●
|
a family investment vehicle, including foundations, limited partnerships and personal holding companies, but only if the beneficial owners of the vehicle consist solely of the investor or members of the investor’s household as described above; and
|
●
|
a trust where the grantors and/or beneficiaries of the trust consist solely of the investor or members of the investor’s household as described above; provided that, purchases of the notes by a trust generally cannot be aggregated together with any purchases made by a trustee’s personal account.
|
Strategic Accelerated Redemption Securities®
|
TS-15
|
Autocallable Strategic Accelerated Redemption Securities®
Linked to the VanEck® Gold Miners ETF, due May , 2027
|
|
Strategic Accelerated Redemption Securities®
|
TS-16
|
Autocallable Strategic Accelerated Redemption Securities®
Linked to the VanEck® Gold Miners ETF, due May , 2027
|
|
■
|
There is no statutory, judicial, or administrative authority directly addressing the characterization of the notes.
|
■
|
You agree with us (in the absence of an administrative determination, or judicial ruling to the contrary) to characterize and treat the notes for all tax purposes as a callable single financial contract with respect to the Underlying Fund.
|
■
|
Under this characterization and tax treatment of the notes, a U.S. Holder (as defined on page 71 of the prospectus) generally will recognize capital gain or loss upon maturity or upon a sale, exchange of the notes prior to maturity. This capital gain or loss generally will be long-term capital gain or loss if you held the notes for more than one year.
|
■
|
No assurance can be given that the Internal Revenue Service (“IRS”) or any court will agree with this characterization and tax treatment.
|
■
|
Under current IRS guidance, withholding on “dividend equivalent” payments (as discussed in the product supplement), if any, will not apply to notes that are issued as of the date of this term sheet unless such notes are “delta-one” instruments.
|
Strategic Accelerated Redemption Securities®
|
TS-17
|
>&-U225$9ONAF )^E9L6OV\GB*^T=E:
M.2TABE:5V 5O,+ >_R&@#7HK+M]9AGUS4-+\MT>QBBE>1B-K!]V,?3:WXUU=GJZ7DDSB-5LTACF2Y\Y"'# DY .5QCJ>#
MVZ5:2^M)81-'=0/$6VB19 5)],],TP/(]=LKEH-$W>%;O3M-,$^V"PTU+Z>$
MO)D)ALK"2,-G:<'CM2Z)HFJP^&O#MM)IE_');)JB21RQ_-'N5M@.!CG(QC@]
MJ].U#7(K73TO+14OD:=(<0S+U9@,YZ'&
Q(SCUQQ7367A/PYIEW'>6'A_2K6YCSLF@LHXW7((.&
M !&02/QK0O;"SU.U:UO[2"ZMW^]%/&'0_4'B@#C=-C&I_&75M6@^:WT[28M,
M>0'*F5I#*R@^JC;D=LBN[JO9V-IIUJEM96L-M;I]V*&,(B_0#@58H X_1/#O
MC*QU>"YU;QW_ &I8IN\RS_LBS,J0/G4Y&"0>.N,=Z["BB@#S_XI_\ ,E?]
MC78_^SUZ!7F_Q@O;?3M.\*7]U)Y=M;>)+2>9\$[442,QP.3@ \#FNWT36].\
M1:1!JNE7'VBRGW>7+L9-VUBIX8 CD$%_',^C6ET(+F&WUFXLKO<
M=CPLEM1D$=:LT 9W_"/Z+_ - BP_\ 9/\*/\ A']%_P"@
M18?^ R?X5HT4
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end
#=0*G!(0?@74']*Y.?PCIT'@$ZD%9[UH$N!*S$;<[
M25 !QTR.1WKSL7&1C!5CC[\;8'(^8<#. IKU:SL[?3[*"RM(5AMH$$<4:#
M 50, "@"+2M,M=%TJUTVR5EM;6-8HE=RQ"@8 R>:NT44